COVA VARIABLE ANNUITY ACCOUNT ONE
485BPOS, 1999-11-12
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                                                         File Nos. 333-34741
                                                                   811-05200
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No.5                                       [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 36                                                    [X]

                          (Check appropriate box or boxes.)

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

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

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

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

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

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


It is proposed that this filing will become effective:

     __X__ immediately upon filing pursuant to paragraph (b) of Rule 485
     _____ on (date) pursuant to paragraph (b) of Rule 485
     _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following:

     ____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Registered:
   Individual Variable Annuity Contracts


                               EXPLANATORY NOTE

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

This Registration Statement contains three Prospectuses (Version A, Version B
and Version C). The three versions  are substantially similar except  for the
funding  options.  Different versions  of  Version  A of the  Prospectus  will
be  created  -- each  one with different  funding options  available.  The
Prospectuses  will be filed with the Commission pursuant to Rule 497 under the
Securities Act of 1933. The Registrant undertakes  to  update this Explanatory
Note, as  needed, each  time  a Post-Effective Amendment is filed.

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


<TABLE>
<CAPTION>

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

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

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

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

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

Item 4.   Condensed Financial Information  . . .   Appendix - Condensed Financial Information

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 19.  Purchase of Securities Being Offered .   Not Applicable

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

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

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

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



                                    PART C

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


                               PART A - VERSION A



The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY


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

The annuity contract has 43 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 42 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted). CURRENTLY, IF YOU ARE NOT PARTICIPATING
IN AN ASSET ALLOCATION PROGRAM, YOU CAN ONLY INVEST IN 15 INVESTMENT  PORTFOLIOS
AT ANY ONE TIME.


AIM Variable Insurance Funds, Inc.:

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


Alliance Variable Products Series Fund, Inc.:

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


Cova Series Trust:

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

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


General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust:

     Managed by Goldman Sachs
     Asset Management
         Goldman Sachs Growth and Income Fund

     Managed by Goldman Sachs
     Asset Management International
         Goldman Sachs Global Income Fund
         Goldman Sachs International Equity Fund


Kemper Variable Series:

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


Liberty Variable Investment Trust:

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


MFS Variable Insurance Trust:

     Managed by Massachusetts
     Financial Services Company
         MFS Emerging Growth Series
         MFS/Foreign & Colonial Emerging
            Markets Equity Series (not available)
         MFS Global Governments Series
            (formerly MFS World Governments)
         MFS Growth With Income Series
         MFS High Income Series
         MFS Research Series


Oppenheimer Variable Account Funds:

     Managed by OppenheimerFunds, Inc.
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
            (formerly Oppenheimer Growth)
         Oppenheimer High Income Fund/VA
         Oppenheimer Main Street Growth & Income Fund/VA
            (formerly Oppenheimer Growth & Income)
         Oppenheimer Strategic Bond Fund/VA


Putnam Variable Trust:

     Managed by Putnam Investment
     Management, Inc.
         Putnam VT Growth and Income Fund Class IA Shares
         Putnam VT International Growth Fund Class IA Shares
         Putnam VT International New
           Opportunities Fund Class IA Shares
         Putnam VT New Value Fund Class IA Shares
         Putnam VT Vista Fund - Class IA Shares



Templeton Variable Products Series Fund:

     Managed by Franklin Mutual Advisers, LLC
         Mutual Shares Investments Fund, Class 1 Shares

     Managed by Templeton Asset
     Management Ltd.
         Templeton Developing Markets Fund, Class 1 Shares

     Managed by Templeton Investment
     Counsel, Inc.
         Templeton International Fund, Class 1 Shares

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional Information (SAI) dated November __, 1999.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page __ of this  prospectus.  For a free
copy of the SAI, call us at  (800)523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

o    are not bank deposits
o    are not federally insured
o    are not endorsed by any bank or government agency
o    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

November __, 1999




TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3

  SUMMARY                                                    4

  Fee Table                                                  6

  Examples                                                  11

  1. THE ANNUITY CONTRACT                                   14

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    14
     Annuity Date                                           14
     Annuity Payments                                       14
     Annuity Options                                        14

  3. PURCHASE                                               15
     Purchase Payments                                      15
     Allocation of Purchase Payments                        15
     Free Look                                              15
     Accumulation Units                                     15

  4. INVESTMENT OPTIONS                                     16
     AIM Variable Insurance Funds, Inc.                     16
     Alliance Variable Products Series Fund, Inc.           16
     Cova Series Trust                                      16
     General American Capital Company                       16
     Goldman Sachs Variable Insurance Trust                 16
     Kemper Variable Series                                 16
     Liberty Variable Investment Trust                      16
     MFS Variable Insurance Trust                           17
     Oppenheimer Variable Account Funds                     17
     Putnam Variable Trust                                  17
     Templeton Variable Products Series Fund                17
     Transfers                                              17
     Dollar Cost Averaging Program                          18
     Automatic Rebalancing Program                          18
     Approved Asset Allocation Programs                     18
     Voting Rights                                          18
     Substitution                                           18

  5. EXPENSES                                               19
     Insurance Charges                                      19
     Contract Maintenance Charge                            19
     Withdrawal Charge                                      19
     Reduction or Elimination of the Withdrawal Charge      19
     Premium Taxes                                          20
     Transfer Fee                                           20
     Income Taxes                                           20
     Investment Portfolio Expenses                          20

  6. TAXES                                                  20
     Annuity Contracts in General                           20
     Qualified and Non-Qualified Contracts                  20
     Withdrawals - Non-Qualified Contracts                  21
     Withdrawals - Qualified Contracts                      21
     Withdrawals - Tax-Sheltered Annuities                  21
     Diversification                                        21


  7. ACCESS TO YOUR MONEY                                   21
     Systematic Withdrawal Program                          22
     Suspension of Payments or Transfers                    22

  8. PERFORMANCE                                            22

  9. DEATH BENEFIT                                          22
     Upon Your Death                                        22
     Death of Annuitant                                     23

10. OTHER INFORMATION                                       24
     Cova                                                   24
     Year 2000                                              24
     The Separate Account                                   24
     Distributor                                            24
     Ownership                                              24
     Beneficiary                                            24
     Assignment                                             24
     Financial Statements                                   24

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      24

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B                                                 B-1

APPENDIX C
Performance Information                                    C-1

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

Accumulation Phase                                          14
Accumulation Unit                                           15
Annuitant                                                   14
Annuity Date                                                14
Annuity Options                                             14
Annuity Payments                                            14
Annuity Unit                                                15
Beneficiary                                                 24
Fixed Account                                               14
Income Phase                                                14
Investment Portfolios                                       16
Joint Owner                                                 24
Non-Qualified                                               20
Owner                                                       24
Purchase Payment                                            15
Qualified                                                   20
Tax Deferral                                                20


SUMMARY

The sections in this Summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.


1. THE ANNUITY CONTRACT:

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

This contract offers 42 investment portfolios.  These portfolios are designed to
offer a potentially better return than the fixed account.  However,  this is NOT
guaranteed. You can also lose your money.

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

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

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

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



2. ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to  receive  regular  income  from your  annuity,  you can choose an
annuity option.  Once you begin receiving  regular  payments,  you cannot change
your payment plan. During the income phase, you have the same investment choices
you had during the accumulation phase. You can choose to have payments come from
the fixed account, the investment  portfolios or both. If you choose to have any
part of your payments come from the investment portfolios,  the dollar amount of
your payments may go up or down.



3. HOW TO PURCHASE THE CONTRACT:

You can buy this contract with $5,000 or more under most circumstances.  You can
add  $500 or more  any  time  you  like  during  the  accumulation  phase.  Your
registered representative can help you fill out the proper forms.



4. INVESTMENT OPTIONS:

You can put your money in the investment  portfolios  which are described herein
and in the prospectuses for the funds.  Currently,  if you are not participating
in an asset allocation program, you can only invest in 15 investment  portfolios
at any one time.  The  investment  objectives  and  policies  of  certain of the
investment  portfolios are similar to the investment  objectives and policies of
other mutual funds that certain of the investment advisers manage.  Although the
objectives and policies may be similar, the investment results of the investment
portfolios  may be higher or lower than the results of such other mutual  funds.
The investment advisers cannot guarantee,  and make no representation,  that the
investment  results of similar  funds will be  comparable  even though the funds
have the same investment advisers.

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.



5. EXPENSES:

The contract has insurance features and investment features, and there are costs
related to each.

o    Each  year  Cova  deducts  a $30  contract  maintenance  charge  from  your
     contract.  During the accumulation phase, Cova currently waives this charge
     if the value of your contract is at least $50,000.

o    Cova also  deducts  for its  insurance  charges  which  total  1.40% of the
     average  daily  value  of  your  contract   allocated  to  the   investment
     portfolios.

o    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the  purchase  payment  you  withdraw.  After Cova has had a
     purchase  payment for 5 years,  there is no charge by Cova for a withdrawal
     of that purchase payment.

o    When you begin receiving  regular income  payments from your annuity,  Cova
     will assess a state premium tax charge, if applicable, which ranges from 0%
     - 4% depending upon the state.

o    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.

o    There are also investment charges which currently range from .205% to 1.66%
     of the average daily value of the investment  portfolio  depending upon the
     investment portfolio.



6. TAXES:

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



7. ACCESS TO YOUR MONEY:

You can take money out at any time  during  the  accumulation  phase.  After the
first year,  you can take up to 10% of your total  purchase  payments  each year
without charge from Cova. Withdrawals of purchase payments in excess of that may
be charged a withdrawal charge, depending on how long your money has been in the
contract.  However,  Cova will never assess a withdrawal  charge on earnings you
withdraw. Earnings are defined as the value in your contract minus the remaining
purchase payments in your contract.  Of course,  you may also have to pay income
tax and a tax penalty on any money you take out.



8. DEATH BENEFIT:

If you die before moving to the income phase, the person you have chosen as your
beneficiary will receive a death benefit.



9. OTHER INFORMATION:

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

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

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

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

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

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

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

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

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



10. INQUIRIES:

If you need more information, please contact us at:

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


COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE
The purpose of the Fee Table is to show you the various  expenses you will incur
directly or indirectly with the contract. The Fee Table reflects expenses of the
Separate Account as well as of the investment portfolios.

Owner Transaction Expenses
Withdrawal Charge (see Note 1 below)
     5% of purchase payment withdrawn

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

Contract Maintenance Charge (see Note 3 below)
     $30 per contract per year

Separate Account Annual Expenses
(as a percentage of average account value)
     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
                                                          ---
     TOTAL SEPARATE ACCOUNT
     ANNUAL EXPENSES                                     1.40%





<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C>
       A I M V.I. Capital Appreciation Fund                           .62%                    .05%                    .67%
       A I M V.I. International Equity Fund                           .75%                    .16%                    .91%
       A I M V.I. Value Fund                                          .61%                    .05%                    .66%
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                               Other Expenses after        Total Annual Portfolio
                                                                              (expense reimbursement       Expenses (after expense
                                                            Management            for Real Estate          reimbursement for Real
                                                               Fees            Investment Portfolio)    Estate Investment Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth Portfolio*                              1.00%                     .06%                        1.06%
       Real Estate Investment Portfolio**                      .08%                     .87%                         .95%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
* The adviser to the Fund discontinued the expense reimbursement with respect to
the Premier Growth Portfolio effective May 1, 1998.

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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management          reimbursement for        reimbursement for
                                                                      Fees           certain Portfolios)(1)  certain Portfolios)(1)
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
<S>
                                                                     <C>                     <C>                     <C>

       International Equity Portfolio                                 .80%                    .28%                   1.08%
       Large Cap Stock Portfolio                                      .65%                    .10%                    .75%
       Quality Bond Portfolio                                         .55%                    .10%                    .65%
       Select Equity Portfolio                                        .68%                    .18%                    .86%
       Small Cap Stock Portfolio                                      .85%                    .27%                   1.12%

Managed by Lord, Abbett &Co.
       Bond Debenture Portfolio                                       .75%                    .10%                    .85%
       Developing Growth Portfolio                                    .90%                    .30%                   1.20%
       Large Cap Research Portfolio                                  1.00%                    .30%                   1.30%
       Lord Abbett Growth and Income Portfolio(2)                     .65%                    .07%                    .72%
       Mid-Cap Value Portfolio                                       1.00%                    .30%                   1.30%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Since May 1, 1996, Cova has been  reimbursing  the investment  portfolios of
Cova Series Trust for all operating expenses  (exclusive of the management fees)
in excess of  approximately  .10%. This  reimbursement  arrangement  for the
Select  Equity,  Small  Cap Stock and International Equity Portfolios was
discontinued effective May 1, 1999. Therefore, the amounts shown above under
"Other Expenses" have been restated to reflect the actual expenses for these
Portfolios for the year ended  December 31, 1998.  Effective May 1, 1999, Cova
reimburses the Mid-Cap Value, Large Cap Research and Developing Growth Portfolios
for all  operating  expenses  (exclusive  of the  management  fees) in excess of
approximately .30%, (instead of .10% as had been the case prior to May 1, 1999).
This change is reflected above under "Other Expenses"  for these three
Portfolios.  Absent the expense  reimbursement,  the percentages  shown  for
total  annual  portfolio  expenses  for the year  ended December 31, 1998 would
have been .86% for the Quality Bond Portfolio,  .94% for the Large Cap Stock
Portfolio, .93% for the Bond Debenture Portfolio,  1.68% for the Mid-Cap  Value
Portfolio,  1.95% for the Large Cap Research  Portfolio  and 1.70% for the
Developing Growth Portfolio.

(2) Estimated. The Portfolio commenced investment operations on January 8, 1999.
</FN>
</TABLE>

<TABLE>
<CAPTION>

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

General American Capital Company
Managed by Conning Asset Management Company
<S>                                                                   <C>                     <C>                     <C>
       Money Market Fund                                              .125%                   .08%                    .205%
- -----------------------------------------------------------------------------------------------------------------------------------

- -

COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)*         reimbursement)*
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                           .75%                    .15%                    .90%

Managed by Goldman Sachs Asset Management International
       Goldman Sachs Global Income Fund                               .90%                    .15%                   1.05%
       Goldman Sachs International Equity Fund                       1.00%                    .25%                   1.25%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
* The investment advisers to the Goldman Sachs Growth and Income,  International
Equity  and  Global  Income  Funds  have  voluntarily  agreed to reduce or limit
certain  "Other  Expenses"  of such Funds  (excluding  management  fees,  taxes,
interest  and  brokerage  fees  and   litigation,   indemnification   and  other
extraordinary  expenses) to the extent such  expenses  exceed  0.15%,  0.25% and
0.15% per annum of such  Funds'  average  daily net  assets,  respectively.  The
expenses shown include this reimbursement. If not included, the "Other Expenses"
and "Total Annual  Portfolio  Expenses" for the Goldman Sachs Growth and Income,
International Equity and Global Income Funds would be 1.94% and 2.69%, 1.97% and
2.97% and 2.40% and 3.30%,  respectively.  The reductions or limitations  may be
discontinued or modified by the investment  advisers in their  discretion at any
time.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                  Total Annual
                                                                                    Other Expenses             Portfolio Expenses
                                                                                    (after expense               (after expense
                                                               Management          reimbursement for            reimbursement for
                                                                  Fees        Small Cap Value Portfolio)  Small Cap Value Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
<S>                                                               <C>                    <C>                          <C>
       Kemper Government Securities Portfolio                     .55%                   .11%                         .66%
       Kemper Small Cap Growth Portfolio                          .65%                   .05%                         .70%
       Kemper Small Cap Value Portfolio                           .75%                   .05%*                        .80%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Pursuant to its agreement with Kemper Variable Series,  the investment manager
and the accounting agent have agreed,  for the one year period commencing on
May 1, 1999,  to limit their respective fees and to reimburse other
operating  expenses,  in a manner  communicated to the Board of the Fund, to the
extent necessary to limit total operating expenses of the Kemper Small Cap Value
Portfolio  to .84%.  The  amounts set forth in the table  above  reflect  actual
expenses for the past fiscal year, which were lower than these expense limits.
</FN>
</TABLE>

<TABLE>
<CAPTION>

COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
<S>                                                                   <C>                     <C>                    <C>
       Newport Tiger Fund, Variable Series                            .90%                    .40%                   1.30%
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management             reimbursement           reimbursement
                                                                      Fees             for certain Series)     for certain Series)
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust (1)
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth Series                                     .75%                    .10%                    .85%
       MFS/Foreign & Colonial Emerging
        Markets Equity Series (2)                                    1.25%                    .25%                   1.50%
       MFS Global Governments Series (2)                              .75%                    .26%                   1.01%
       MFS Growth With Income Series                                  .75%                    .13%                    .88%
       MFS High Income Series                                         .75%                    .28%                   1.03%
       MFS Research Series                                            .75%                    .11%                    .86%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Each  series has an expense  offset  arrangement  which  reduces the series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of reducing the series' expenses. Expenses do not take into account these
expense  reductions,  and are therefore  higher than the actual  expenses of the
series.

(2) MFS has agreed to bear  expenses for the Global  Governments  Series and the
MFS/Foreign & Colonial Emerging Markets Equity Series,  subject to reimbursement
by these series,  such that each series' "Other Expenses" shall not exceed 0.25%
of the average  daily net assets of the series  during the current  fiscal year.
Absent the expense  reimbursement,  the Total Annual Portfolio  Expenses for the
year  ended  December  31,  1998,  would  have  been  1.11%  for the MFS  Global
Governments  Series and 3.26% for the  MFS/Foreign & Colonial  Emerging  Markets
Equity  Series.  The  payments  made by MFS on behalf of each series  under this
arrangement  are subject to  reimbursement  by the series to MFS,  which will be
accomplished by the payment of an expense reimbursement fee by the series to MFS
computed  and paid  monthly at a  percentage  of the series'  average  daily net
assets for its then current  fiscal year,  with a  limitation  that  immediately
after such payment,  the series' "Other Expenses" will not exceed the percentage
set forth above for that series.  The obligation of MFS to bear a series' "Other
Expenses"  pursuant to this arrangement,  and the series'  obligation to pay the
reimbursement  fee to MFS,  terminates  on the  earlier  of the  date  on  which
payments  made by the  series  equal  the  prior  payment  of such  reimbursable
expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate this
arrangement at an earlier date provided that the  arrangement  will continue for
each series until at least May 1, 2000,  unless  terminated  with the consent of
the board of trustees which oversees the series.
</FN>
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.
<S>                                                                   <C>                     <C>                     <C>
       Oppenheimer Bond Fund/VA                                       .72%                    .02%                    .74%
       Oppenheimer Capital Appreciation Fund/VA                       .72%                    .03%                    .75%
       Oppenheimer High Income Fund/VA                                .74%                    .04%                    .78%
       Oppenheimer Main Street Growth & Income Fund/VA                .74%                    .05%                    .79%
       Oppenheimer Strategic Bond Fund/VA                             .74%                    .06%                    .80%
- ------------------------------------------------------------------------------------------------------------------------------------



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

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
<S>                                                                        <C>                     <C>                     <C>
       Putnam VT Growth and Income Fund - Class IA Shares                  .46%                    .04%                    .50%
       Putnam VT International Growth Fund - Class IA Shares               .80%                    .27%                   1.07%
       Putnam VT International New Opportunities Fund - Class IA Shares*  1.18%                    .42%                   1.60%
       Putnam VT New Value Fund - Class IA Shares                          .70%                    .11%                    .81%
       Putnam VT Vista Fund - Class IA Shares                              .65%                    .12%                    .77%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* The Management  Fees and Total Annual  Portfolio  Expenses  reflect an expense
limitation.  In the absence of the expense  limitation,  the Management Fees and
Total Annual Portfolio Expenses would have been 1.20% and 1.62%, respectively.
</FN>
</TABLE>

<TABLE>
<CAPTION>

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

Templeton Variable Products Series Fund

<S>            <C>                                                   <C>                   <C>                        <C>
Managed by Franklin Mutual Advisers, LLC
  Mutual Shares Investments Fund,
         Class 1 Shares *                                             .00%                   1.00%                    1.00%

Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets Fund,
         Class 1 Shares                                              1.25%                    .41%                    1.66%

Managed by Templeton Investment Counsel, Inc.
       Templeton International Fund,
         Class 1 Shares                                               .69%                    .17%                     .86%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Figures  reflect  expenses  from the Fund's  inception  on May 1, 1998 which
have been annualized for the Management Fees and estimated for Other Expenses.
The investment  manager agreed in advance to limit  management fees and make
certain  payments to reduce Fund  expenses as  necessary so that Total Annual
Portfolio  Expenses did not exceed 1.00% of the Fund's Class 1 net assets
in 1998. The investment manager has agreed to continue this arrangement  through
1999.  Management Fees,  Other Expenses and Total Annual  Portfolio  Expenses in
1998 before any waivers were as follows:  0.60%,  2.27% and 2.87% for the Mutual
Shares Investments Fund.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or less than those shown.
For purposes of the examples, the assumed average contract size is $30,000.

You would pay the following expenses on a $1,000 investment, assuming a

5% annual return on assets:             (a)   if you surrender the contract at the end of each time period;
                                        (b)   if you do not surrender the contract or if you apply the contract
                                              value to an annuity option.

                                                                                            Time Periods

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

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                     <C>             <C>                <C>              <C>
       AIM V.I. Capital Appreciation                               (a)  $71.99      (a) $112.73       (a)  $160.90      (a) $247.97
                                                                   (b)  $21.99      (b) $ 67.73       (b)  $115.90      (b) $247.97
       AIM V.I. International Equity                               (a)  $74.40      (a) $119.97       (a)  $173.00      (a) $272.25
                                                                   (b)  $24.40      (b) $ 74.97       (b)  $128.00      (b) $272.25
       AIM V.I. Value                                              (a)  $71.89      (a) $112.42       (a)  $160.39      (a) $246.95
                                                                   (b)  $21.89      (b) $ 67.42       (b)  $115.39      (b) $246.95
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth                                              (a)   $75.90     (a) $124.47       (a)  $180.49      (a) $287.10
                                                                   (b)   $25.90     (b) $ 79.47       (b)  $135.49      (b) $287.10
       Real Estate Investment                                      (a)  $74.80      (a) $121.17       (a)  $175.00      (a) $276.23
                                                                   (b)  $24.80      (b) $ 76.17       (b)  $130.00      (b) $276.23
- -----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       International Equity                                        (a)  $76.10      (a) $125.06       (a)  $181.48      (a) $289.07
                                                                   (b)  $26.10      (b) $ 80.06       (b)  $136.48      (b) $289.07
       Large Cap Stock                                             (a)  $72.80      (a) $115.15       (a)  $164.95      (a) $256.13
                                                                   (b)  $22.80      (b) $ 70.15       (b)  $119.95      (b) $256.13
       Quality Bond                                                (a)  $71.79      (a) $112.12       (a)  $159.89      (a) $245.92
                                                                   (b)  $21.79      (b) $ 67.12       (b)  $114.89      (b) $245.92
       Select Equity                                               (a)  $73.90      (a) $118.46       (a)  $170.49      (a) $267.24
                                                                   (b)  $23.90      (b) $ 73.46       (b)  $125.49      (b) $267.24
       Small Cap Stock                                             (a)  $76.50      (a) $126.26       (a)  $183.47      (a) $292.98
                                                                   (b)  $26.50      (b) $ 81.26       (b)  $138.47      (b) $292.98
- -----------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture                                              (a)  $73.80      (a) $118.16       (a)  $169.99      (a) $266.24
                                                                   (b)  $23.80      (b) $ 73.16       (b)  $124.99      (b) $266.24
       Developing Growth                                           (a)  $77.30      (a) $128.65       (a)  $187.42      (a) $300.75
                                                                   (b)  $27.30      (b) $ 83.65       (b)  $142.42      (b) $300.75
       Large Cap Research                                          (a)  $78.30      (a) $131.62       (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35      (b) $310.37
       Lord Abbett Growth and Income                               (a)  $72.49      (a) $114.24       (a)  $163.43      (a) $253.08
                                                                   (b)  $22.49      (b) $ 69.24       (b)  $118.43      (b) $253.08
       Mid-Cap Value                                               (a)  $78.30      (a) $131.62       (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35      (b) $310.37
- ------------------------------------------------------------------------------------------------------------------------------------


Examples (continued)
                                                                                            Time Periods
                                                                  1 year            3 years           5 years           10 years
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
       Money Market                                                (a)  $67.31      (a)  $ 98.54     (a)  $137.02       (a) $199.08
                                                                   (b)  $17.31      (b)  $ 53.54     (b) $  92.02       (b) $199.08
- ------------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                        (a)  $74.30      (a)  $119.67      (a)  $172.50      (a) $271.25
                                                                   (b)  $24.30      (b)  $ 74.67      (b)  $127.50      (b) $271.25

Managed by Goldman Sachs Asset Management International

       Goldman Sachs Global Income Fund                            (a)  $75.80      (a)  $124.17      (a)  $179.99      (a) $286.12
                                                                   (b)  $25.80      (b)  $ 79.17      (b)  $134.99      (b) $286.12
       Goldman Sachs International Equity Fund                     (a)  $77.80      (a)  $130.14      (a)  $189.89      (a) $305.57
                                                                   (b)  $27.80      (b)  $ 85.14      (b)  $144.89      (b) $305.57
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

       Kemper Government Securities                                (a)  $71.89      (a)  $112.42      (a)  $160.39      (a) $246.95
                                                                   (b)  $21.89      (b)  $ 67.42      (b)  $115.39      (b) $246.95
       Kemper Small Cap Growth                                     (a)  $72.29      (a)  $113.63      (a)  $162.42      (a) $251.04
                                                                   (b)  $22.29      (b)  $ 68.63      (b)  $117.42      (b) $251.04
       Kemper Small Cap Value                                      (a)  $73.70      (a)  $117.86      (a)  $169.49      (a) $265.23
                                                                   (b)  $23.70      (b)  $ 72.86      (b)  $124.49      (b) $265.23
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
       Newport Tiger Fund, Variable Series                         (a)  $78.30      (a)  $131.62      (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b)  $ 86.62      (b)  $147.35      (b) $310.37
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

       MFS Emerging Growth                                         (a)  $73.80      (a)  $118.16      (a)  $169.99      (a) $266.24
                                                                   (b)  $23.80      (b)  $ 73.16      (b)  $124.99      (b) $266.24
       MFS/Foreign & Colonial Emerging
         Markets Equity Series                                     (a)  $80.29      (a)  $137.54      (a)  $202.11      (a) $329.29
                                                                   (b)  $30.29      (b)  $ 92.54      (b)  $157.11      (b) $329.29
       MFS Global Governments                                      (a)  $75.40      (a)  $122.97      (a)  $178.00      (a) $282.18
                                                                   (b)  $25.40      (b)  $ 77.97      (b)  $133.00      (b) $282.18
       MFS Growth With Income                                      (a)  $74.10      (a)  $119.07      (a)  $171.50      (a) $269.25
                                                                   (b)  $24.10      (b)  $ 74.07      (b)  $126.50      (b) $269.25
       MFS High Income                                             (a)  $75.60      (a)  $123.57      (a)  $179.00      (a) $284.15
                                                                   (b)  $25.60      (b)  $ 78.57      (b)  $134.00      (b) $284.15
       MFS Research                                                (a)  $73.90      (a)  $118.46      (a)  $170.49      (b) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49      (b) $267.24
- ----------------------------------------------------------------------------------------------------------------------------------


Examples (continued)
                                                                                            Time Periods
                                                                  1 year            3 years           5 years           10 years
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.

       Oppenheimer Bond Fund/VA                                    (a)  $72.69      (a)  $114.84      (a)  $164.45      (a) $255.12
                                                                   (b)  $22.69      (b)  $ 69.84      (b)  $119.45      (b) $255.12
       Oppenheimer Capital Appreciation Fund/VA                    (a)  $72.80      (a)  $115.15      (a)  $164.95      (a) $256.13
                                                                   (b)  $22.80      (b)  $ 70.15      (b)  $119.95      (b) $256.13
       Oppenheimer High Income Fund/VA                             (a)  $73.10      (a)  $116.05      (a)  $166.47      (a) $259.18
                                                                   (b)  $23.10      (b)  $ 71.05      (b)  $121.47      (b) $259.18
       Oppenheimer Main Street Growth & Income Fund/VA             (a)  $73.20      (a)  $116.35      (a)  $166.97      (a) $260.19
                                                                   (b)  $23.20      (b)  $ 71.35      (b)  $121.97      (b) $260.19
       Oppenheimer Strategic Bond Fund/VA                          (a)  $73.30      (a)  $116.65      (a)  $167.47      (a) $261.20
                                                                   (b)  $23.30      (b)  $ 71.65      (b)  $122.47      (b) $261.20
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
       Putnam VT Growth and Income - Class IA Shares               (a)  $70.29      (a)  $107.56      (a)  $152.24      (a) $230.39
                                                                   (b)  $20.29      (b)  $ 62.56      (b)  $107.24      (b) $230.39
       Putnam VT International Growth - Class IA Shares            (a)  $76.00      (a)  $124.77      (a)  $180.99      (a) $288.08
                                                                   (b)  $26.00      (b)  $ 79.77      (b)  $135.99      (b) $288.08
       Putnam VT International New Opportunities - Class IA Shares (a)  $81.28      (a)  $140.49      (a)  $206.96      (a) $338.60
                                                                   (b)  $31.28      (b)  $ 95.49      (b)  $161.96      (b) $338.60
       Putnam VT New Value - Class IA Shares                       (a)  $73.40      (a)  $116.96      (a)  $167.98      (a) $262.21
                                                                   (b)  $23.40      (b)  $ 71.96      (b)  $122.98      (b) $262.21
       Putnam VT Vista - Class IA Shares                           (a)  $73.00      (a)  $115.75      (a)  $165.96      (a) $258.16
                                                                   (b)  $23.00      (b)  $ 70.75      (b)  $120.96      (b) $258.16
- ------------------------------------------------------------------------------------------------------------------------------------

Templeton  Variable  Products  Series Fund,  Class 1 Shares
Managed by Franklin Mutual Advisers, LLC
       Mutual Shares Investments                                   (a)  $75.30      (a)  $122.67      (a)  $177.50      (a) $281.19
                                                                   (b)  $25.30      (b)  $ 77.67      (b)  $132.50      (b) $281.19

Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets                                (a)  $81.88      (a)  $142.26      (a)  $209.86      (a) $344.13
                                                                   (b)  $31.88      (b)  $ 97.26      (b)  $164.86      (b) $344.13

Managed by Templeton Investment Counsel, Inc.
       Templeton International                                     (a)  $73.90      (a)  $118.46      (a)  $170.49      (a) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49      (b) $267.24
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table

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

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

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

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

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

1.   THE ANNUITY CONTRACT

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

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

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

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

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one month after you buy the contract.


Annuity Payments

You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from the:

o    fixed account,
o    the investment portfolio(s), or
o    a combination of both.

If you don't  tell us  otherwise,  your  annuity  payments  will be based on the
investment allocations that were in place on the annuity date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:

1)   the value of your contract in the  investment  portfolio(s)  on the annuity
     date,

2)   the 3% assumed  investment rate used in the annuity table for the contract,
     and

3)   the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed investment rate, your annuity
payments will increase.  Similarly,  if the actual  investment rate is less than
3%, your annuity payments will decrease.

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


Annuity Options

You can choose among income plans. We call those annuity options.  We ask you to
choose an annuity  option when you purchase the  contract.  You can change it at
any time before the annuity date with 30 days notice to us. If you do not choose
an annuity option at the time you purchase the contract, we will assume that you
selected  Option 2 which  provides a life  annuity  with 10 years of  guaranteed
payments.

You can choose one of the following  annuity options or any other annuity option
acceptable to Cova.  After annuity payments begin, you cannot change the annuity
option.

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

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

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



3.   PURCHASE

Purchase Payments

A  purchase  payment  is the money you give us to  invest in the  contract.  The
minimum  we  will  accept  is  $5,000  when  the  contract  is  purchased  as  a
non-qualified  contract.  If you are  purchasing  the contract as part of an IRA
(Individual Retirement Annuity),  401(k) or other qualified plan, the minimum we
will  accept is $2,000.  The  maximum we accept is $1 million  without our prior
approval.  You can make additional  purchase  payments of $500 or more to either
type of contract.


Allocation of Purchase Payments

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

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


Free Look

If you change your mind about owning this contract,  you can cancel it within 10
days after receiving it (or the period required in your state).  When you cancel
the contract within this time period,  Cova will not assess a withdrawal charge.
You will receive back whatever your contract is worth on the day we receive your
request.  In certain states, or if you have purchased the contract as an IRA, we
may be required to give you back your  purchase  payment if you decide to cancel
your contract  within 10 days after receiving it (or whatever period is required
in your state).  If that is the case,  we reserve the right to put your purchase
payment  in the Money  Market  Fund for 15 days  before we  allocate  your first
purchase  payment to the investment  portfolio(s)  you have  selected.  (In some
states,  the period may be longer.) In such case,  we will refund the greater of
purchase payments (less withdrawals) or contract value. Currently, Cova directly
allocates  your  purchase  payment to the  investment  portfolios  and/or  fixed
account you select.


Accumulation Units

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

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

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

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

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

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

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

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

Example:

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



4.   INVESTMENT OPTIONS

The contract offers 42 investment portfolios which are listed below.  Currently,
if you are not participating in an asset allocation program, you can only invest
in 15 investment  portfolios at any one time.  Additional  investment portfolios
may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus. Certain portfolios
contained in the fund prospectuses may not be available with your contract. (See
Appendix B which contains a summary of investment objectives for each investment
portfolio).


AIM VARIABLE INSURANCE FUNDS, INC.

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

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


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

   Premier Growth Portfolio
   Real Estate Investment Portfolio

COVA SERIES TRUST

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

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

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

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

   Bond Debenture Portfolio
   Developing Growth Portfolio
   Large Cap Research Portfolio
   Lord Abbett Growth and Income Portfolio
   Mid-Cap Value Portfolio

GENERAL AMERICAN CAPITAL COMPANY

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

   Money Market Fund


GOLDMAN SACHS VARIABLE INSURANCE TRUST

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

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


KEMPER VARIABLE SERIES

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

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

LIBERTY VARIABLE INVESTMENT TRUST

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

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

MFS VARIABLE INSURANCE TRUST

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

   MFS Emerging Growth Series
   MFS/Foreign & Colonial Emerging Markets
      Equity Series (not available)

   MFS Global Governments Series
     (formerly MFS World Governments Series)
   MFS Growth With Income Series
   MFS High Income Series
   MFS Research Series

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA
     (formerly Oppenheimer Growth Fund)
   Oppenheimer High Income Fund/VA
   Oppenheimer Main Street Growth & Income Fund/VA
     (formerly Oppenheimer Growth & Income Fund)
   Oppenheimer Strategic Bond Fund/VA


PUTNAM VARIABLE TRUST

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

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


TEMPLETON VARIABLE PRODUCTS SERIES FUND

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

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


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

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

Transfers

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

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

Cova  reserves  the right to  modify,  terminate  or  suspend  the  Dollar  Cost
Averaging Program.

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

There is no additional  charge for  participating  in the Dollar Cost  Averaging
Program. If you participate in the Dollar Cost Averaging Program,  the transfers
made under the program are not taken into  account in  determining  any transfer
fee. Cova may,  from time to time,  offer other dollar cost  averaging  programs
which may have terms different from those described above.


Automatic Rebalancing Program

Once your money has been allocated to the investment portfolios, the performance
of each  portfolio  may cause  your  allocation  to shift.  You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Automatic  Rebalancing  Program.  You can tell us
whether to rebalance quarterly, semi-annually or annually. We will measure these
periods from the  anniversary of the date we issued your contract.  The transfer
date will be the 1st day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  There  is no  additional  charge  for  participating  in  the  Automatic
Rebalancing  Program. If you participate in the Automatic  Rebalancing  Program,
the transfers  made under the program are not taken into account in  determining
any transfer fee.

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


Approved Asset Allocation Programs

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

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  Currently,  Cova does not charge for  participating  in an
approved asset allocation program.

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

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


Voting Rights

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

Substitution

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

5.   EXPENSES

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


Insurance Charges

Each day, Cova makes a deduction for its  insurance  charges.  Cova does this as
part of its calculation of the value of the  accumulation  units and the annuity
units. The insurance charge has two parts:

1)   the mortality and expense risk premium, and
2)   the administrative expense charge.

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment. Once a year after the first year (and once
a year  during the first year for  purposes of payment of  charitable  remainder
trust  administration  fees),  you can withdraw up to 10% of your total purchase
payments and no withdrawal charge will be assessed on the 10%, if on the day you
make your  withdrawal the value of your contract is $5,000 or more.  Withdrawals
for purposes of payment of charitable  remainder trust  administration  fees are
included in the 10% free withdrawal amount.  Otherwise, the charge is 5% of each
purchase  payment you take out unless the purchase  payment was made more than 5
years ago. After Cova has had a purchase payment for 5 years, there is no charge
when you  withdraw  that  purchase  payment.  Cova does not assess a  withdrawal
charge on earnings  withdrawn  from the  contract.  Earnings  are defined as the
value in your contract minus the remaining  purchase  payments in your contract.
The withdrawal order for calculating the withdrawal charge is shown below.

o    10% of purchase payments free.

o    Remaining  purchase payments that are over 5 years old and not subject to a
     withdrawal charge.

o    Earnings in the contract free.

o    Remaining  purchase payments that are less than 5 years old and are subject
     to a withdrawal charge.

For purposes of calculating the withdrawal charge,  slightly different rules may
apply to Section 1035 exchanges.

When  the  withdrawal  is for  only  part of the  value  of your  contract,  the
withdrawal charge is deducted from the remaining value in your contract.

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

NOTE: For tax purposes, earnings are considered to come out first.

Reduction or Elimination of the Withdrawal Charge

General

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

Nursing Home Waiver

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

Premium Taxes

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

Transfer Fee

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

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


Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

(1)  paid on or after the taxpayer reaches age 59-1/2;

(2)  paid after you die;

(3)  paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

(5)  paid under an immediate annuity; or

(6)  which come from purchase payments made prior to August 14, 1982.


Withdrawals - Qualified Contracts

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


Withdrawals - Tax-Sheltered Annuities

The Code limits the withdrawal of amounts attributable to purchase payments made
under a salary  reduction  agreement  by owners  from  Tax-Sheltered  Annuities.
Withdrawals can only be made when an owner:

(1)  reaches age 59-1/2;
(2)  leaves his/her job;
(3)  dies;
(4)  becomes disabled (as that term is defined in the Code); or
(5)  in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

Diversification

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

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered  the owner of the  shares of the  investment  portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax  treatment  for the  contract.  It is  unknown  to what  extent  owners  are
permitted  to  select  investment  portfolios,   to  make  transfers  among  the
investment portfolios or the number and type of investment portfolios owners may
select from without being considered the owner of the shares. If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the  contract,  could be  treated  as the  owner of the  shares  of the
investment portfolios.

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

7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

(1)  by making a withdrawal (either a partial or a complete withdrawal);

(2)  by electing to receive annuity payments; or

(3)  when a death benefit is paid to your beneficiary.

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.

When you make a complete withdrawal you will receive the withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from all the  investment  portfolios  and the fixed account you selected.  Under
most  circumstances  the amount of any partial  withdrawal  must be for at least
$500.  Cova requires  that after a partial  withdrawal is made you keep at least
$500 in any selected  investment  portfolio.  If the remaining  withdrawal value
would be less  than  $500  ($1,000  in New  Jersey)  after  you  make a  partial
withdrawal,  the  partial  withdrawal  amount will be the  remaining  withdrawal
value.

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

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

Systematic Withdrawal Program

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

Income taxes,  tax penalties  and certain  restrictions  may apply to Systematic
Withdrawals.

Suspension of Payments or Transfers

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

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

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

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

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

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

8.   PERFORMANCE

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

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

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

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

9.   DEATH BENEFIT

Upon Your Death

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

Beginning May 1, 1999, at the time you buy the contract,  you will receive Death
Benefit  Option A. If you  purchased  your  contract  before  May 1,  1999,  you
received Death Benefit Option C. For these contracts (i.e.,  contracts purchased
prior to May 1, 1999),  effective beginning with your next contract  anniversary
on or after July 1, 1999, your death benefit will be  automatically  enhanced to
Death Benefit Option B.

The death benefits are described  below.  The amount of death benefit depends on
how old you or your joint owner is. If you have a joint owner, the death benefit
is  determined  based on the age of the oldest joint owner and the death benefit
is payable on the death of the first joint owner.

DEATH BENEFIT OPTION A:

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

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

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

3.   The greatest contract value on any contract anniversary while the owner, or
     a joint owner is living,  plus any purchase payments you made subsequent to
     that contract anniversary, less any withdrawals (and any withdrawal charges
     paid on the withdrawals) subsequent to that contract anniversary.

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

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

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

3.   The greatest contract value on any prior contract  anniversary on or before
     your or your joint owner's 80th  birthday,  plus any purchase  payments you
     made subsequent to that contract anniversary, less any withdrawals (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

DEATH BENEFIT OPTION B:

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

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

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

3.   The  greatest  of the values of your  contract  resulting  from  taking the
     contract  value on any contract  anniversary on or after July 1, 1999 while
     the owner, or a joint owner is living,  plus any purchase payments you made
     subsequent  to that contract  anniversary,  less any  withdrawals  (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

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

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

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

3.   The  greatest  of the values of your  contract  resulting  from  taking the
     contract value on any prior  contract  anniversary on or after July 1, 1999
     and on or  before  your or your  joint  owner's  80th  birthday,  plus  any
     purchase  payments you made subsequent to that contract  anniversary,  less
     any  withdrawals  (and  any  withdrawal  charges  paid on the  withdrawals)
     subsequent to that contract anniversary.

DEATH BENEFIT OPTION C:

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

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

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

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

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

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

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

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

Check your contract and applicable endorsement for your death benefit.

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

Payment  under an annuity  option  may only be elected  during the 60 day period
beginning with the date Cova receives  proof of death.  If Cova does not receive
an  election  during  such  time,  it will  make a  single  sum  payment  to the
beneficiary at the end of the 60 day period.

Death of Annuitant

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

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


10.  OTHER INFORMATION


Cova

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

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

On August 26, 1999, it was announced that The Metropolitan Life Insurance
Company would purchase General American Life Insurance Company, the parent
company of Cova.  Metropolitan Life is one of the country's oldest and most
financially sound life insurance organizations.


Year 2000

Cova has developed and initiated plans to assure that its computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

The total cost of  implementing  these plans is not  expected to have a material
effect on Cova's financial position or results of operations. Cova believes that
it has taken all reasonable steps to address these potential problems. There can
be no  guarantee,  however,  that the steps  taken will be adequate to avoid any
adverse impact.


The Separate Account

Cova has  established  a separate  account,  Cova Variable  Annuity  Account One
(Separate Account), to hold the assets that underlie the contracts. The Board of

Directors of Cova adopted a resolution to establish  the Separate  Account under
Missouri  insurance  law on February 24, 1987. We have  registered  the Separate
Account with the Securities and Exchange  Commission as a unit investment  trust
under the Investment  Company Act of 1940. The Separate  Account is divided into
sub-accounts.

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid  commissions up to 5.63% of purchase  payments but,
under certain circumstances, may be paid up to 6.0% commission.  Sometimes, Cova
enters  into an  agreement  with  the  broker-dealer  to pay  the  broker-dealer
persistency bonuses, in addition to the standard commissions.

Ownership

Owner. You, as the owner of the contract, have all the interest and rights under
the contract.  Prior to the annuity date, the owner is as designated at the time
the  contract is issued,  unless  changed.  On and after the annuity  date,  the
annuitant is the owner (this may be a taxable event).  The  beneficiary  becomes
the owner when a death  benefit is payable.  When this  occurs,  some  ownership
rights may be limited.

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

Beneficiary

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

Assignment

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

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

Financial Statements

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

Table of Contents of the
Statement of Additional Information
     Company
     Experts
     Legal Opinions
     Distribution
     Calculation of Performance Information
     Federal Tax Status
     Annuity Provisions
     Financial Statements

<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History

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



                                                           Period Ended         Year or Period    Year or Period   Year or Period
                                                           6/30/99              Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
<S>                                                         <C>                     <C>
     Beginning of Period                                    $11.77                  $10.00               *                *
     End of Period                                           12.80                   11.77
     Number of Accum. Units Outstanding                    460,824                  183,488
- -----------------------------------------------------------------------------------------------------------------------------------


AIM V.I. International Equity Sub-Account
     Beginning of Period                                    $11.39                  $10.00               *                *
     End of Period                                           11.81                   11.39
     Number of Accum. Units Outstanding                    292,086                  204,072
- -----------------------------------------------------------------------------------------------------------------------------------


AIM V.I. Value Sub-Account
     Beginning of Period                                    $13.06                  $10.00               *                *
     End of Period                                           14.84                   13.06
     Number of Accum. Units Outstanding                  1,270,910                  521,890
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
Premier Growth Sub-Account
     Beginning of Period                                    $14.60                  $10.00               *                *
     End of Period                                           16.40                   14.60
     Number of Accum. Units Outstanding                  1,450,385                  667,854
- -----------------------------------------------------------------------------------------------------------------------------------

Real Estate Investment Sub-Account
     Beginning of Period                                    $ 7.99                  $10.00               *                *
     End of Period                                            8.41                    7.99
     Number of Accum. Units Outstanding                    396,067                  191,411
- -----------------------------------------------------------------------------------------------------------------------------------



Accumulation Unit Value History (continued)


                                                          Period Ended          Year or Period    Year or Period   Year or Period
                                                          6/30/99               Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord, Abbett & Co.

Bond Debenture Sub-Account
     Beginning of Period                                    $13.50                  $12.88            $11.29           $10.10
     End of Period                                           13.54                   13.50             12.88            11.29
     Number of Accum. Units Outstanding                 11,212,098                 8,184,894         3,945,097         659,663
- -----------------------------------------------------------------------------------------------------------------------------------
Developing Growth Sub-Account
     Beginning of Period                                    $11.07                  $10.53            $10.00              *
     End of Period                                           12.72                   11.07             10.53
     Number of Accum. Units Outstanding                  1,738,843                 1,342,201          148,658
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Research Sub-Account
     Beginning of Period                                    $11.83                   $9.90            $10.00              *
     End of Period                                           13.32                   11.83             9.90
     Number of Accum. Units Outstanding                  1,771,421                 1,094,920          124,559
- -----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Growth and Income Sub Account
(Sub-Account commenced operations during  1999.  The value denoted is the initial AUV)
     Beginning of Period                                    $35.90
End of Period                                                39.10
Number of Accum. Units Outstanding                      21,288,159
- ----------------------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account
     Beginning of Period                                    $10.44                  $10.47            $10.00              *
     End of Period                                           11.56                   10.44             10.47
     Number of Accum. Units Outstanding                  2,205,833                 1,642,553          194,386
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by J.P. Morgan Investment Management Inc.

International Equity Sub-Account
     Beginning of Period                                    $12.89                  $11.46            $10.97           $10.21
     End of Period                                           13.53                   12.89             11.46            10.97
     Number of Accum. Units Outstanding                  7,524,017                 7,309,325         5,440,592        1,306,892
- -----------------------------------------------------------------------------------------------------------------------------------

Large Cap Stock Sub-Account
     Beginning of Period                                    $19.43                  $14.89            $11.33           $10.00
     End of Period                                           21.76                   19.43             14.89            11.33
     Number of Accum. Units Outstanding                  9,555,351                 4,178,035         1,473,929        1,389,606
- -----------------------------------------------------------------------------------------------------------------------------------

Quality Bond Sub-Account
     Beginning of Period                                    $11.91                  $11.16            $10.37            $9.90
     End of Period                                           11.58                   11.91             11.16            10.37
     Number of Accum. Units Outstanding                  7,609,203                 3,323,343         1,433,081         508,830
- -----------------------------------------------------------------------------------------------------------------------------------

Select Equity Sub-Account
     Beginning of Period                                    $16.99                  $14.05            $10.84           $10.08
     End of Period                                           18.79                   16.99             14.05            10.84
     Number of Accum. Units Outstanding                 11,657,671                10,544,818         6,903,606        2,044,523
- -----------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account
     Beginning of Period                                    $12.58                  $13.49            $11.31           $10.51
     End of Period                                           13.25                   12.58             13.49            11.31
     Number of Accum. Units Outstanding                  5,470,094                 5,532,610         3,940,243        1,237,405
- ------------------------------------------------------------------------------------------------------------------------------------

     Accumulation Unit Value History (continued)



                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset Management Company

Money Market Sub-Account
     Beginning of Period                                    $11.11                  $10.67            $10.23           $10.00
     End of Period                                           11.30                   11.11             10.67            10.23
     Number of Accum. Units Outstanding                  3,291,555                 1,473,737          311,051          34,964
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management

Goldman Sachs Growth and Income Sub-Account
     Beginning of Period                                    $ 9.91                  $10.00               *                *
     End of Period                                           10.87                   9.91
     Number of Accum. Units Outstanding                    574,475                  467,675
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Goldman Sachs Asset Management International

Goldman Sachs Global Income Sub-Account
     Beginning of Period                                    $10.78                  $10.00               *                *
     End of Period                                           10.55                   10.78
     Number of Accum. Units Outstanding                     23,264                  18,833
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs International Equity Sub-Account
     Beginning of Period                                    $11.40                  $10.00               *                *
     End of Period                                           11.63                   11.40
     Number of Accum. Units Outstanding                    179,215                  112,824
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

Kemper Government Securities Sub-Account
     Beginning of Period                                    $10.56                  $10.00               *                *
     End of Period                                           10.49                   10.56
     Number of Accum. Units Outstanding                    151,786                  59,712
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Growth Sub-Account
     Beginning of Period                                    $11.68                  $10.00               *                *
     End of Period                                           12.08                   11.68
     Number of Accum. Units Outstanding                    115,827                  76,492
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Value Sub-Account
     Beginning of Period                                    $ 8.75                  $10.00               *                *
     End of Period                                            9.21                   8.75
     Number of Accum. Units Outstanding                    447,154                  245,092




Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ----------------------------------------------------------------------------------------------------------------------------------
Liberty Variable Investment Trust
Managed by Newport Fund Management, Inc.

Newport Tiger Fund, Variable Sub-Account
     Beginning of Period                                    $ 9.23                  $10.00               *                *
     End of Period                                           11.85                   9.23
     Number of Accum. Units Outstanding                     35,478                  31,936
- ----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

MFS Emerging Growth Sub-Account
     Beginning of Period                                    $13.23                  $10.00               *                *
     End of Period                                           14.83                   13.23
     Number of Accum. Units Outstanding                    918,911                  539,659
- ---------------------------------------------------------------------------------------------------------------------------------
MFS/Foreign & Colonial Emerging Markets Equity Sub-Account
     Beginning of Period                                    $6.57                   $10.00               *                *
     End of Period                                           7.99                     6.57
     Number of Accum. Units Outstanding                    51,354                   73,171

- --------------------------------------------------------------------------------------------------------------------------------
MFS Global Governments Sub-Account
     Beginning of Period                                    $10.67                  $10.00               *                *
     End of Period                                           10.29                   10.67
     Number of Accum. Units Outstanding                      4,832                   2,082
- ---------------------------------------------------------------------------------------------------------------------------------

MFS Growth With Income Sub-Account
     Beginning of Period                                    $12.07                  $10.00               *                *
     End of Period                                           12.68                   12.07
     Number of Accum. Units Outstanding                  1,049,025                  581,434
- ---------------------------------------------------------------------------------------------------------------------------------

MFS High Income Sub-Account
     Beginning of Period                                    $ 9.85                  $10.00               *                *
     End of Period                                           10.26                   9.85
     Number of Accum. Units Outstanding                    347,989                  219,209
- ---------------------------------------------------------------------------------------------------------------------------------

MFS Research Sub-Account
     Beginning of Period                                    $12.17                  $10.00               *                *
     End of Period                                           13.16                   12.17
     Number of Accum. Units Outstanding                    760,925                  464,786
- ---------------------------------------------------------------------------------------------------------------------------------


                                                        Period Ended             Year or Period    Year or Period   Year or Period
                                                        6/30/99                  Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.


Oppenheimer Bond Sub-Account
     Beginning of Period                                 $10.53                     $10.00               *                *
     End of Period                                        10.28                      10.53
     Number of Accum. Units Outstanding                 795,356                     401,990


Oppenheimer Capital Appreciation Sub-Account
     Beginning of Period                                  $12.23                    $10.00               *                *
     End of Period                                         14.07                     12.23
     Number of Accum. Units Outstanding                  274,732                    97,161


Oppenheimer High Income Sub-Account
     Beginning of Period                                  $ 9.89                    $10.00               *                *
     End of Period                                         10.20                     9.89
     Number of Accum. Units Outstanding                  163,191                    78,513


Oppenheimer Main Street Growth & Income Sub-Account
     Beginning of Period                                  $10.33                    $10.00               *                *
     End of Period                                         11.76                     10.33
     Number of Accum. Units Outstanding                  378,965                    284,830


Oppenheimer Strategic Bond Sub-Account
     Beginning of Period                                  $10.15                    $10.00               *                *
     End of Period                                         10.09                     10.15
     Number of Accum. Units Outstanding                  225,455                    107,869
- ----------------------------------------------------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Putnam Variable Trust
Managed by Putnam Investment Management, Inc.

Putnam VT Growth and Income Sub-Account
     Beginning of Period                                    $11.38                  $10.00               *                *
     End of Period                                           12.50                   11.38
     Number of Accum. Units Outstanding                  1,803,717                1,115,668
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT International Growth Sub-Account
     Beginning of Period                                    $11.71                  $10.00               *                *
     End of Period                                           13.06                   11.71
     Number of Accum. Units Outstanding                    965,233                  530,055
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT International New Opportunities Sub-Account
     Beginning of Period                                    $11.40                  $10.00               *                *
     End of Period                                           13.54                   11.40
     Number of Accum. Units Outstanding                     69,696                  52,809
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT New Value Sub-Account
     Beginning of Period                                    $10.48                  $10.00               *                *
     End of Period                                           11.90                   10.48
     Number of Accum. Units Outstanding                     62,091                  42,091
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT Vista Sub-Account
     Beginning of Period                                    $11.79                  $10.00               *                *
     End of Period                                           13.20                   11.79
     Number of Accum. Units Outstanding                    259,037                  151,405
- -----------------------------------------------------------------------------------------------------------------------------------


Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Variable Products Series Fund,
Class 1 Shares

Managed by Franklin Mutual Advisers, LLC

Mutual Shares Investments Sub-Account
     Beginning of Period                                    $ 9.63                  $10.00               *                *
     End of Period                                           11.01                   9.63
     Number of Accum. Units Outstanding                    191,430                  106,035
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Asset Management Ltd.
Templeton Developing Markets Sub-Account
     Beginning of Period                                    $ 7.55                  $10.00               *                *
     End of Period                                           10.74                   7.55
     Number of Accum. Units Outstanding                    224,256                  89,960
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.

Templeton International Sub-Account
     Beginning of Period                                    $ 9.14                  $10.00               *                *
     End of Period                                           10.01                   9.14
     Number of Accum. Units Outstanding                    576,554                  164,775
- -----------------------------------------------------------------------------------------------------------------------------------


<FN>
* The Mid-Cap Value, Large Cap Research and Developing Growth Portfolios started
regular  investment  operations  on August 20, 1997.  The Lord Abbett Growth and
Income Portfolio  commenced  regular  investment  operations on January 8, 1999.
Separate  Account  inception  dates in the other  investment  portfolios  are as
follows:  AIM Variable Insurance Funds, Inc.,  Alliance Variable Products Series
Fund, Inc.,  Kemper Variable  Series,  Liberty  Variable  Investment  Trust, MFS
Variable Insurance Trust, Oppenheimer Variable Account Funds and Putnam Variable
Trust - December 31, 1997;  General  American  Capital  Company - June 3, 1996;
Goldman Sachs Variable Insurance Trust - January 29, 1998; and Templeton Variable
Products Series Fund - May 1, 1998.
</FN>
</TABLE>



                                 APPENDIX B

                    PARTICIPATING INVESTMENT PORTFOLIOS

Below are the investment objectives of each investment portfolio available
under the Contract.  THERE CAN BE NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES WILL BE ACHIEVED.

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

     AIM V.I. CAPITAL APPRECIATION FUND

Investment Objective: The Fund's investment objective is growth of capital
through investment in common stock, with emphasis on medium- and small-sized
growth companies.  The Fund may also investment up to 20% of its total assets
in foreign securities.

     AIM V.I. INTERNATIONAL EQUITY FUND

Investment  Objective:  The Fund's investment  objective is to provide long-term
growth of capital by  investing  in a  diversified  portfolio  of  international
equity securities whose issuers are considered to have strong earnings momentum.
The Fund seeks to meet this  objective  by  investing  at least 70% of its total
assets in marketable equity securities of foreign companies that are listed on a
recognized foreign securities  exchange or traded in a foreign  over-the-counter
market.  The Fund will  normally  invest in  companies  located in at least four
countries outside of the United States,  emphasizing  investment in companies in
the developed  countries of Western Europe and the Pacific  Basin.  The Fund may
invest up to 20% of its  total  assets  in  securities  of  issuers  located  in
developing  countries,  i.e.,  those  that are in the  initial  stages  of their
industrial  cycles.  The  Fund  may  invest  up to 20% of its  total  assets  in
securities  exchangeable  for or convertible  into equity  securities of foreign
companies.

     AIM V.I. VALUE FUND

Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  primarily  in equity  securities  judged by the
Fund's investment advisor to be undervalued relative to the investment advisor's
appraisal  of the current or  projected  earnings of the  companies  issuing the
securities,  or  relative  to  current  market  values  of  assets  owned by the
companies  issuing the  securities or relative to the equity  market  generally.
Income is a secondary  objective.  The Fund may also invest in preferred  stocks
and debt  instruments  that have prospects for growth of capital.  The Fund also
may invest up to 25% of its total assets in foreign securities.


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

     PREMIER GROWTH PORTFOLIO

Investment Objective: The Portfolio's investment objective is growth of capital
by pursuing aggressive investment policies.  The Portfolio invests primarily
in equity securities of U.S. companies.  Normally, the Portfolio invests in
about 40-50 companies, with the 25 most highly regarded of these companies
usually constituting approximately 70% of the Portfolio's net assets.

     REAL ESTATE INVESTMENT PORTFOLIO

Investment Objective: The Portfolio's investment objective is total return from
long-term growth of capital and income principally through investing in equity
securities of companies that are primarily engaged in or related to the real
estate industry.

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

PORTFOLIOS MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.:

     INTERNATIONAL EQUITY PORTFOLIO

Investment Objective: The International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.

     LARGE CAP STOCK PORTFOLIO

Investment  Objective:  The Large Cap Stock Portfolio seeks to provide long-term
growth of capital and income by investing  primarily in  dividend-paying  common
stock. The Portfolio will typically hold approximately 300 stocks.

     QUALITY BOND PORTFOLIO

Investment  Objective:  The Quality Bond Portfolio seeks to provide a high total
return  consistent with moderate risk of capital and maintenance of liquidity by
investing at least 65% of its assets in bonds under normal circumstances.

     SELECT EQUITY PORTFOLIO

Investment  Objective:  The Select Equity  Portfolio seeks to provide  long-term
growth of capital and income by investing  primarily in  dividend-paying  common
stock. The Portfolio will typically hold between 60 and 90 stocks.

     SMALL CAP STOCK PORTFOLIO

Investment  Objective:  The Small Cap Stock  Portfolio  seeks to  provide a high
total return from a portfolio of equity securities of small companies.

PORTFOLIOS MANAGED BY LORD, ABBETT & CO.:

     BOND DEBENTURE PORTFOLIO

Investment Objective: The Bond Debenture Portfolio seeks to provide high current
income and the  opportunity  for  capital  appreciation  to produce a high total
return  through  a  professionally-managed  portfolio  consisting  primarily  of
convertible and discount debt securities, many of which are lower rated.

     DEVELOPING GROWTH PORTFOLIO

Investment Objective:  The Developing Growth Portfolio seeks long-term growth of
capital  through a  diversified  and  actively-managed  portfolio  consisting of
developing growth companies, many of which are traded over the counter.

     LARGE CAP RESEARCH PORTFOLIO

Investment  Objective:  The Large Cap Research Portfolio seeks growth of capital
and growth of income  consistent  with  reasonable  risk.  Production of current
income is a secondary  consideration.  The Portfolio invests primarily in common
stocks, including securities convertible into common stocks.

     LORD ABBETT GROWTH AND INCOME PORTFOLIO

Investment  Objective:  The Lord  Abbett  Growth and Income  Portfolio  seeks to
achieve long-term growth of capital and income without excessive  fluctuation in
market value.  The Portfolio will normally  invest in common  stocks,  including
securities convertible into common stocks, of large, seasoned companies in sound
financial  condition,  which common  stocks are  expected to show  above-average
price appreciation.

     MID-CAP VALUE PORTFOLIO

Investment Objective: The Mid-Cap Value Portfolio seeks capital appreciation
through investments, primarily in equity securities, which are believed to be
undervalued in the marketplace.

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

     MONEY MARKET FUND

Investment Objective: The Money Market Fund's investment objective is to provide
investors  with  current  income  while   preserving   capital  and  maintaining
liquidity.  The Fund seeks to achieve this  objective by investing  primarily in
high-quality, short-term money market instruments. The Fund purchases securities
that meet the quality, maturity, and diversification  requirements applicable to
money market funds.

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

     GOLDMAN SACHS GLOBAL INCOME FUND

Investment Objective: The Fund seeks a high total return, emphasizing current
income, and, to a lesser extent, providing opportunities for capital
appreciation.  The Fund invests primarily in a portfolio of high quality
fixed-income securities of U.S. and foreign issuers and enters into
transactions in foreign currencies.

     GOLDMAN SACHS GROWTH AND INCOME FUND

Investment Objective: The Fund seeks long-term growth of capital and growth of
income by investing in large capitalization U.S. stocks that are believed to
be undervalued or undiscovered in the marketplace.

    GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Investment Objective: The Fund seeks long-term capital appreciation by investing
primarily in equity securities of companies organized outside the United States
or whose securities are principally traded outside the United States.

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

     KEMPER GOVERNMENT SECURITIES PORTFOLIO

Investment Objective: Kemper Government Securities seeks high current return
consistent with preservation of capital.  The Portfolio pursues its objective
by investing at least 65% of its total assets in U.S. Government securities
and repurchase agreements of U.S. Government securities.

     KEMPER SMALL CAP GROWTH PORTFOLIO

Investment Objective: Kemper Small Cap Growth Portfolio seeks maximum
appreciation of investors' capital. The Portfolio pursues its objective by
investing at least 65% of its total assets in small capitalization stocks
similar in size to those companies comprising the Russell 2000 Index.  Many
of these companies would be in the early stages of their life cycle.  Equity
securities in which the Portfolio invests consist primarily of common stocks,
but may include convertible securities, including warrants and rights.

     KEMPER SMALL CAP VALUE PORTFOLIO

Investment Objective: Kemper Small Cap Value Portfolio seeks long-term capital
appreciation.  The Portfolio pursues its investment objective by investing
primarily in a diversified portfolio of the stocks of small U.S. companies,
which are those similar in size to those comprising the Russell 2000 Index and
that the investment manager believes to be undervalued.  Under normal market
conditions, the Portfolio invests at least 65% of its assets in small
capitalization stocks similar in size to those comprising the Russell 2000
Index.

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

     NEWPORT TIGER FUND, VARIABLE SERIES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal  market  conditions,  the Fund  invests  primarily in stocks of companies
located in the nine Tiger  countries of Asia.  The Tigers of Asia are Hong Kong,
Singapore,  South Korea, Taiwan,  Malaysia,  Thailand,  Indonesia,  The People's
Republic of China and the Philippines.  The Fund typically  invests in stocks of
larger, well-established companies.

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

     MFS EMERGING GROWTH SERIES

Investment  Objective:  The Series' investment  objective is long term growth of
capital. The Series invests, under normal market conditions, at least 65% of its
total  assets in  common  stocks  and  related  securities  of  emerging  growth
companies.

     MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES

Investment Objective:  The Series' investment objective is capital appreciation.
The Series invests,  under normal market  conditions,  at least 65% of its total
assets in  common  stocks  and  related  securities,  such as  preferred  stock,
convertible  securities and depositary  receipts,  of emerging  market  issuers.
Shares of this Series are not  available  for  purchase  by variable  annuity or
variable life contract  holders whose  contracts  take effect on or after May 1,
1999.

     MFS GLOBAL GOVERNMENTS SERIES

Investment Objective: The Series' investment objective is to provide income
and capital appreciation.  The Series invests primarily in U.S. and foreign
government securities.  Prior to May 1, 1999, the Series' investment objective
was to seek not only preservation but also growth of capital, together with
moderate current income.

     MFS GROWTH WITH INCOME SERIES

Investment Objective: The Series' investment objective is to provide reasonable
current income and long-term growth of capital and income.  The Series invests,
under normal market conditions, at least 65% of its total assets in common
stocks and related securities.

     MFS HIGH INCOME SERIES

Investment  Objective:  The  Series'  investment  objective  is to provide  high
current income by investing  primarily in a professionally  managed  diversified
portfolio of fixed income securities, some of which may involve equity features.
The Series invests,  under normal market  conditions,  at least 80% of its total
assets in high yield fixed income  securities  which  generally  are lower rated
bonds  commonly known as junk bonds.  Junk bonds are subject to a  substantially
higher degree of risk than higher rated bonds.

     MFS RESEARCH SERIES

Investment  Objective:  The Series' investment  objective is long-term growth of
capital and future income.  The Series invests,  under normal market conditions,
at least 80% of its total assets in common stocks and related  securities,  such
as preferred stocks, convertible securities and depositary receipts.

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

     OPPENHEIMER BOND FUND/VA

Investment  Objective:  The  Fund's  main  objective  is to seek a high level of
current income. As a secondary  objective,  the Fund seeks capital  appreciation
when consistent with its primary objective.  Normally, the Fund invests at least
65% of its total assets in  investment-grade  debt securities,  U.S.  Government
securities and money market instruments.

OPPENHEIMER CAPITAL APPRECIATION FUND/VA
   (formerly Oppenheimer Growth)

Investment Objective: The Fund seeks capital appreciation by investing in
securities of well-known established companies.  The Fund invests mainly in
common stocks of established and well-known U.S. companies.

OPPENHEIMER HIGH INCOME FUND/VA

Investment Objective: The Fund seeks a high level of current income from
investment in high-yield fixed income securities.  The Fund invests mainly
in a variety of high-yield fixed-income securities of domestic and foreign
issuers.

OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA
   (formerly Oppenheimer Growth & Income)

Investment Objective: The Fund's objective is to seek high total return (which
includes growth in the value of its shares as well as current income) from
equity and debt securities.  The Fund invests mainly in common stocks of U.S.
companies, and can also invest in other equity securities such as preferred
stocks and securities convertible into common stocks.

OPPENHEIMER STRATEGIC BOND FUND/VA

Investment Objective: The Fund seeks a high level of current income principally
derived from interest on debt securities and seeks to enhance that income by
writing covered call options on debt securities.  The Fund invests mainly in
debt securities of issuers in three market sectors: foreign governments and
companies, U.S. government securities and lower-grade high-yield securities of
U.S. companies.

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

     PUTNAM VT GROWTH AND INCOME FUND, CLASS IA SHARES

Investment Objective: The Fund seeks capital growth and current income. The Fund
invests  primarily  in "value"  stocks,  that offer the  potential  for  capital
growth,  current  income,  or both.  Value  stocks  are those  that the  adviser
believes are currently undervalued compared to their true worth.

     PUTNAM VT INTERNATIONAL GROWTH FUND, CLASS IA SHARES

Investment  Objective:  The  Fund  seeks  capital  appreciation.   Under  normal
conditions,  the Fund generally  diversifies its  investments  among a number of
different  countries  by  investing at least 65% of its total assets in at least
three countries other than the United States. The Fund may invest in both growth
and value stocks.

     PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND, CLASS IA SHARES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal market  conditions,  the Fund generally invests at least 65% of its total
assets in at least  three  countries  other  than the  United  States.  The Fund
invests  mainly in growth  stocks,  which are stocks  issued by companies  whose
earnings  the adviser  believes  are likely to grow faster than the economy as a
whole.

     PUTNAM VT NEW VALUE FUND, CLASS IA SHARES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal market  conditions,  the Fund invests in value  stocks,  which are common
stocks that the adviser  believes  are  undervalued  at the time of purchase and
have the potential for long-term capital appreciation.

     PUTNAM VT VISTA FUND, CLASS IA SHARES

Investment Objective: The Fund seeks capital appreciation.  The Fund invests
mainly in "growth" stocks that are issued by companies whose earnings the
adviser believes are likely to grow faster than the economy as a whole.  The
Fund mainly buys stocks of medium size companies, although the Fund may
invest in companies of any size.

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

    MUTUAL SHARES INVESTMENTS FUND

Investment Objective: The Fund's principal goal is capital appreciation.  Its
secondary goal is income.  Under normal market conditions, the Fund will invest
at least 65% of its total assets in equity securities of companies that the
manager believes are available at market prices less than their actual value
based on certain recognized or objective criteria (intrinsic value).

     TEMPLETON DEVELOPING MARKETS FUND

Investment   Objective:   The  Fund's   investment  goal  is  long-term  capital
appreciation.  Under normal market conditions, the Fund will invest at least 65%
of its total assets in emerging market equity securities. Emerging market equity
securities generally include equity securities that trade in emerging markets or
are issued by companies that have their principal  activities in emerging market
countries.

     TEMPLETON INTERNATIONAL FUND

Investment  Objective:  The Fund's  investment goal is long-term capital growth.
Under normal market  conditions,  the Fund will invest at least 65% of its total
assets in the equity securities of companies located outside the U.S., including
in  emerging  markets.  While  there  are no set  percentage  targets,  the Fund
generally invests in large- to medium-cap  companies with market  capitalization
values (share price times the number of common stock shares outstanding) greater
than $1.5 billion,  but may invest a small portion in small-cap  companies which
have more risk.


<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION

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

Note:  The figures  below present  investment  performance  information  for the
periods ended June 30, 1999. While these numbers represent the returns as of
that date, they do not represent performance information of the portfolios since
that date.  Performance  information for the periods after June 30, 1999 may
be different than the numbers shown below.

PART 1 - SEPARATE ACCOUNT PERFORMANCE

The  portfolios  listed below began  operations  before  June 30, 1999. As a
result,   performance  information  is  available  for  the  accumulation  units
investing in these portfolios.

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

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and fees and expenses of each portfolio.

o    Performance figures shown for sub-accounts in existence for less than one
     year are not annualized.

Total Return for the periods ended 6/30/99:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

AIM Variable Insurance
Funds, Inc.
   AIM V.I. Capital
<S>                                 <C>   <C>               <C>                    <C>               <C>                  <C>
     Appreciation                   12/31/97                 9.58%        - -      15.01%            14.20%     - -       17.96%
   AIM V.I. International
     Equity                         12/31/97                (4.49)%       - -       8.77%             0.11%     - -       11.79%
   AIM V.I. Value                   12/31/97                21.54%        - -      27.38%            26.16%     - -       30.21%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products
Series Fund, Inc.
   Premier Growth                   12/31/97                23.94%        - -      36.41%            28.57%     - -      39.17%
   Real Estate Investment           12/31/97               (14.11)%       - -     (14.27)%           (9.52)%    - -     (10.93)%
- -----------------------------------------------------------------------------------------------------------------------------------



APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

Cova Series Trust
   Bond Debenture                   5/1/96                  (4.43)%       - -       8.41%             0.17%     - -        9.69%
   Developing Growth                8/20/97                  7.85%        - -      11.50%            12.47%     - -       13.81%
   International Equity             5/1/96                  (1.00)%       - -       7.99%             3.60%     - -        9.28%
   Large Cap Research               8/20/97                 12.81%        - -      14.38%            17.42%     - -       16.64%
   Large Cap Stock                  5/1/96                  18.60%        - -      26.85%            23.22%     - -       27.81%
   Lord Abbett Growth and Income    1/8/99                    - -         - -       3.78%              - -      - -        8.89%
   Mid-Cap Value                    8/20/97                 (1.47)%       - -       5.70%             3.13%     - -        8.09%
   Quality Bond                     5/1/96                  (4.11)%       - -       3.69%             0.49%     - -        5.09%
   Select Equity                    5/1/96                  14.32%        - -      20.66%            18.94%     - -       21.71%
   Small Cap Stock                  5/1/96                 (10.08)%       - -       6.25%            (5.49)%    - -        7.58%
- -----------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
   Money Market                     6/3/96                  (0.86)%       - -       2.58%             3.75%     - -        4.05%
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable
Insurance Trust
   Goldman Sachs
     Global Income                  1/29/98                (2.14)%        - -       0.57%             2.46%     - -        3.86%
   Goldman Sachs Growth
     and Income                     1/29/98                (3.76)%        - -       2.77%             0.84%     - -        6.04%
   Goldman Sachs
     International Equity           1/29/98                (2.86)%        - -       8.02%             1.75%     - -       11.24%
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
   Kemper Government
     Securities                     12/31/97                (2.43)%       - -       0.11%             2.17%     - -        3.23%
   Kemper Small Cap Growth          12/31/97                 2.78%        - -      10.44%             7.39%     - -       13.44%
   Kemper Small Cap Value           12/31/97               (13.92)%       - -      (8.58)%           (9.33)%    - -       (5.34)%
- ----------------------------------------------------------------------------------------------------------------------------------


APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

Liberty Variable Investment Trust
   Newport Tiger Fund,
     Variable Series                12/31/97                57.30%        - -       9.01%            61.96%     - -      12.02%
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust

   MFS Emerging Growth              12/31/97                18.17%        - -      27.28%            22.79%    - -        30.11%
   MFS Foreign & Colonial
     Emerging Markets Equity        12/31/97               (12.54)%       - -     (17.35)%          (7.95)%    - -      (13.96)%
   MFS Global Governments           12/31/97                (3.45)%       - -      (1.21)%            1.15%    - -         1.93%
   MFS Growth With Income           12/31/97                 5.34%        - -      14.27%             9.95%    - -        17.22%
   MFS High Income                  12/31/97                (5.89)%       - -      (1.40)%           (1.29)%   - -         1.75%
   MFS Research                     12/31/97                 6.82%        - -      17.21%            11.43%    - -        20.14%
- ------------------------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
   Oppenheimer Bond Fund/VA         12/31/97              (4.99)%        - -      (1.26)%            (0.39)%    - -        1.89%
   Oppenheimer Capital
     Appreciation Fund/VA           12/31/97               16.39%        - -       22.77%             21.01%    - -       25.64%
   Oppenheimer High
     Income Fund/VA                 12/31/97              (6.60)%        - -      (1.82)%            (2.00)%    - -        1.33%
   Oppenheimer Main Street
     Growth & Income Fund/VA        12/31/97                0.06%        - -        8.41%              4.66%    - -       11.43%
   Oppenheimer Strategic
     Bond Fund/VA                   12/31/97              (6.24)%        - -      (2.53)%             (1.64)%   - -         0.63%

- -----------------------------------------------------------------------------------------------------------------------------------
Putnam Variable Trust
   Putnam VT Growth and
     Income - Class IA Shares       12/31/97                 9.91%        - -      13.14%            14.53%      - -      16.11%
   Putnam VT International
     Growth - Class IA Shares       12/31/97                 5.18%        - -      16.62%             9.79%      - -      19.55%
   Putnam VT International
     New Opportunities -
     Class IA Shares                12/31/97                12.55%        - -      19.54%            17.17%      - -      22.44%
   Putnam VT New Value -
     Class IA Shares                12/31/97                10.77%        - -       9.32%            15.38%      - -      12.33%
   Putnam VT Vista -
     Class IA Shares                12/31/97                 9.06%        - -      17.47%            13.68%      - -      20.39%
- -----------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund, Class 1 Shares
   *Mutual Shares Investments       5/1/98                 11.16%         - -       4.60%            15.78%      - -      8.61%
   *Templeton Developing
     Markets                        5/1/98                 41.04%         - -       2.28%            45.69%      - -      6.30%
   Templeton International          5/1/98                 (0.68)%        - -      (3.92)%            3.92%      - -      0.13%

* Past expense reductions by the manager increased returns.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION (continued)
PART 2 - HISTORICAL FUND PERFORMANCE

The  contracts  are  relatively  new and  therefore  have a limited  performance
history.  However,  certain  portfolios have been in existence for some time and
have an  investment  performance  history.  In order to show how the  historical
performance of the portfolios  affects the contract's  accumulation unit values,
the following performance information was developed.

The information is based upon the historical experience of the portfolios and is
for the periods shown.  The chart below shows the investment  performance of the
portfolios and the accumulation unit performance calculated by assuming that the
contracts were invested in the portfolios for the same periods.

o    The  performance  figures in Column A reflect the fees and expenses paid by
     each portfolio.

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

o    Column C presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and the fees and expenses of each portfolio.

o    Performance figures shown for portfolios in existence for less than one
     year are not annualized.

Total Return for the periods ended 6/30/99
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

AIM Variable Insurance Funds, Inc.
   AIM V.I. Capital
<S>                       <C> <C>         <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>       <C>
     Appreciation         5/5/93          15.81%    21.16%    18.88%     9.58%    19.66%   17.38%     14.20%    19.76%    17.48%
   AIM V.I.
     International Equity 5/5/93           1.52%    12.82%    13.02%    (4.49)%   11.32%   11.52%      0.11%    11.42%    11.62%
   AIM V.I. Value         5/5/93          27.94%    25.41%    22.63%    21.54%    23.91%   21.13%     26.16%    24.01%    21.23%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
   Premier Growth         6/26/92         30.38%   32.57%     25.64%    23.94%    31.07%   24.14%     28.57%    31.17%    24.24%
   Real Estate
     Investment           1/9/97          (8.25)%   - -        2.34%    (14.11)%   - -     (3.66)%    (9.52)%    - -       0.94%
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
   Money Market           10/1/87          5.21%    5.54%      5.53%     (0.86)%   4.04%    4.03%      3.75%     4.14%     4.13%
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
   Goldman Sachs
     Global Income        1/12/98          3.91%    - -        4.53%     (2.14)%   - -     (1.47)%     2.46%     - -       3.13%
   Goldman Sachs
     Growth and Income    1/12/98          2.26%    - -       10.96%     (3.76)%   - -      4.96%      0.84%     - -       9.56%
   Goldman Sachs
     International Equity 1/12/98          3.18%    - -       15.36%     (2.86)%   - -      9.36%      1.75%     - -      13.96%
- ------------------------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99:
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

Kemper Variable Series
   Kemper Government
     Securities           9/3/87           3.61%    7.41%      7.51%     (2.43)%   5.91%    6.01%       2.17%    6.01%     6.11%
   Kemper Small
     Cap Growth           5/2/94           8.90%   23.95%     22.60%      2.78%   22.45%   21.10%       7.39%   22.55%    21.20%
   Kemper Small
     Cap Value            5/1/96          (8.04)%    - -       4.98%    (13.92)%   - -     (1.02)%     (9.33)%   - -       3.58%
- -----------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   Newport Tiger Fund,
     Variable Series      5/1/95          64.19%     - -       1.65%    57.30%     - -     (4.35)%     61.96%    - -       0.25%
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   MFS Emerging
     Growth               7/24/95         24.52%     - -      26.65%     18.17%    - -     20.65%     22.79%     _ _      25.25%
   MFS Foreign & Colonial
     Emerging Markets
     Equity              10/16/97        (6.65)%     - -    (16.61)%    (12.54)%   - -   (22.61)%    (7.95)%     --     (18.01)%
   MFS Global
     Governments          6/14/94          2.58%     4.40%     4.40%     (3.45)%   2.90%    2.90%      1.15%     3.00%     3.00%
   MFS Growth
     With Income          10/9/95         11.50%     - -      24.02%      5.34%    - -     18.02%      9.95%     _ _      22.62%
   MFS High Income        7/26/95          0.10%     - -       8.95%     (5.89)%   - -      2.95%     (1.29)%    _ _       7.55%
   MFS Research           7/26/95         13.00%     - -      22.00%      6.82%    - -     16.00%     11.43%     _ _      20.60%

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

APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99:
- -----------------------------------------------------------------------------------------------------------------------------------


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

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

Oppenheimer Variable Account
Funds
  Oppenheimer Bond
     Fund/VA              4/3/85         1.02%      7.09%    8.26%      (4.99)%   5.59%     6.76%     (0.39)%   5.69%     6.86%
  Oppenheimer Capital
     Appreciation
     Fund/VA              4/3/85        22.71%     27.00%   16.98%      16.39%   25.50%    15.48%      21.01%  25.60%    15.58%
  Oppenheimer High
     Income Fund/VA       4/30/86      (0.62)%      9.79%   12.63%      (6.60)%   8.29%    11.13%     (2.00)%   8.39%    11.23%
  Oppenheimer Main
     Street Growth &
     Income Fund/VA       7/5/95        6.14%        - -    27.57%       0.06%     - -     21.57%       4.66%    - -     26.17%
  Oppenheimer Strategic
     Bond Fund/VA         5/3/93       (0.25)%      7.60%    6.25%      (6.24)%   6.10%     4.75%     (1.64)%    6.20%    4.85%

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

Putnam Variable Trust
   Putnam VT Growth
     and Income -
     Class IA Shares      2/1/88        16.14%     21.98%    15.93%    9.91%     20.48%   14.43%     14.53%    20.58%    14.53%
   Putnam VT International
     Growth - Class
     IA Shares            1/2/97        11.34%      - -      19.20%    5.18%      - -     13.20%      9.79%     - -      17.80%
   Putnam VT International
     New Opportunities -
     Class IA Shares      1/2/97        18.82%      - -      13.82%   12.55%      - -      7.82%     17.17%     - -      12.42%
   Putnam VT New Value -
     Class IA Shares      1/2/97        17.01%      - -      15.39%   10.77%      - -      9.39%     15.38%     - -      13.99%
   Putnam VT Vista -
     Class IA Shares      1/2/97        15.28%      - -      22.58%    9.06%      - -     16.58%     13.68%     - -      21.18%
- ------------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund

  *Mutual Shares Investments,
     Class 1 Shares       5/1/98         17.41%      - -      10.14%    11.16%     - -      4.14%     15.78%     - -       8.74%
  *Templeton Developing
     Markets Fund, Class
     1 Shares             3/4/96         47.76%      - -      (8.10)%   41.04%     - -    (14.10)%    45.69%     - -      (9.50)%
   Templeton
     International Fund,
     Class 1 Shares       5/1/92          5.39%     15.27%    14.69%    (0.68)%   13.77%   13.19%      3.92%    13.87%    13.29%

* Past expense reductions by the manager increased returns.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please send me, at no charge, the Statement of Additional  Information dated
November __, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




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




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




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


CL-2096 (11/99)                                                        CUST-MO












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




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







                                      COVA
                  Cova Financial Services Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




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









CL-2095 (5/99)   Policy Form Series XL407, CL-407,XL-617,CL-617  21-CSA-MO(5/99)


                               PART A - VERSION B



The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY




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


The annuity contract has 7 investment  choices - a fixed account which offers an
interest rate which is guaranteed by Cova,  and 6 investment  portfolios  listed
below.  The 6 investment  portfolios are part of the Russell  Insurance Funds or
General American  Capital  Company.  You can put your money in the fixed account
and/or any of these investment portfolios.

Russell Insurance Funds:

     Managed by Frank Russell
     Investment Management Company
         Aggressive Equity
         Core Bond
         Multi-Style Equity
         Non-U.S.
         Real Estate Securities

General American Capital Company:

     Managed by Conning Assets
     Management Company
         Money Market

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional Information (SAI) dated November __, 1999.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page __ of this  prospectus.  For a free
copy of the SAI, call us at (800) 523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

o    are not bank deposits
o    are not federally insured
o    are not endorsed by any bank or government agency
o    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

November __, 1999








TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     2

  SUMMARY                                                    3

  FEE TABLE                                                  5

  EXAMPLES                                                   6

  1. THE ANNUITY CONTRACT                                    7

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                     7
     Annuity Date                                            7
     Annuity Payments                                        7
     Annuity Options                                         7

  3. PURCHASE                                                8
     Purchase Payments                                       8
     Allocation of Purchase Payments                         8
     Free Look                                               8
     Accumulation Units                                      8

  4. INVESTMENT OPTIONS                                      9
     Russell Insurance Funds                                 9
     General American Capital Company.                       9
     Transfers                                               9
     Dollar Cost Averaging Program                           9
     Automatic Rebalancing Program                          10
     Approved Asset Allocation Programs                     10
     Voting Rights                                          10
     Substitution                                           10

  5. EXPENSES                                               10
     Insurance Charges                                      11
     Contract Maintenance Charge                            11
     Withdrawal Charge                                      11
     Reduction or Elimination of the
        Withdrawal Charge                                   11
     Premium Taxes                                          12
     Transfer Fee                                           12
     Income Taxes                                           12
     Investment Portfolio Expenses                          12

  6. TAXES                                                  12
     Annuity Contracts in General                           12
     Qualified and Non-Qualified Contracts                  12
     Withdrawals - Non-Qualified Contracts                  12
     Withdrawals - Qualified Contracts                      13
     Withdrawals - Tax-Sheltered Annuities                  13
     Diversification                                        13

  7. ACCESS TO YOUR MONEY                                   13
     Systematic Withdrawal Program                          13
     Suspension of Payments or Transfers                    14

  8. PERFORMANCE                                            14

  9. DEATH BENEFIT                                          14
     Upon Your Death                                        14
     Death of Annuitant                                     15

10. OTHER INFORMATION                                       16
     Cova                                                   16
     Year 2000                                              16
     The Separate Account                                   16
     Distributor                                            16
     Ownership                                              16
     Beneficiary                                            16
     Assignment                                             16
     Financial Statements                                   16

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      16

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B
Performance Information                                    B-1


INDEX OF SPECIAL TERMS

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

                                                          Page

Accumulation Phase                                           7
Accumulation Unit                                            8
Annuitant                                                    7
Annuity Date                                                 7
Annuity Options                                              7
Annuity Payments                                             7
Annuity Unit                                                 8
Beneficiary                                                 16
Fixed Account                                                7
Income Phase                                                 7
Investment Portfolios                                        9
Joint Owner                                                 16
Non-Qualified                                               12
Owner                                                       16
Purchase Payment                                             8
Qualified                                                   12
Tax Deferral                                                12








SUMMARY

The sections in this Summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.



1. THE ANNUITY CONTRACT:

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

This contract offers 6 investment  portfolios.  These portfolios are designed to
offer a potentially better return than the fixed account.  However,  this is NOT
guaranteed. You can also lose your money.

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

You can put money  into any or all of the  investment  portfolios  and the fixed
account.  You can transfer between accounts up to 12 times a year without charge
or tax implications.

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

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



2. ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to  receive  regular  income  from your  annuity,  you can choose an
annuity option.  Once you begin receiving  regular  payments,  you cannot change
your payment plan. During the income phase, you have the same investment choices
you had during the accumulation phase. You can choose to have payments come from
the fixed account, the investment  portfolios or both. If you choose to have any
part of your payments come from the investment portfolios,  the dollar amount of
your payments may go up or down.



3. HOW TO PURCHASE THE CONTRACT:

You can buy this contract with $5,000 or more under most circumstances.  You can
add  $500 or more  any  time  you  like  during  the  accumulation  phase.  Your
registered representative can help you fill out the proper forms.



4. INVESTMENT OPTIONS:

You  can put  your  money  in the  following  investment  portfolios  which  are
described in the  prospectuses  for the funds.  The  investment  objectives  and
policies of certain of the  investment  portfolios are similar to the investment
objectives  and policies of other  mutual  funds that certain of the  investment
advisers  manage.  Although the  objectives  and  policies  may be similar,  the
investment results of the investment  portfolios may be higher or lower than the
results of such other mutual funds.  The investment  advisers cannot  guarantee,
and make no representation, that the investment results of similar funds will be
comparable even though the funds have the same investment advisers.

Managed by Frank Russell
Investment Management Company
   Aggressive Equity
   Core Bond
   Multi-Style Equity
   Non-U.S.
   Real Estate Securities


Managed by Conning Asset
Management Company
   Money Market

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.



5. EXPENSES:

The contract has insurance features and investment features, and there are costs
related to each.

o    Each  year  Cova  deducts  a $30  contract  maintenance  charge  from  your
     contract.  During the accumulation phase, Cova currently waives this charge
     if the value of your contract is at least $50,000.

o    Cova also  deducts  for its  insurance  charges  which  total  1.40% of the
     average  daily  value  of  your  contract   allocated  to  the   investment
     portfolios.

o    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the  purchase  payment  you  withdraw.  After Cova has had a
     purchase  payment for 5 years,  there is no charge by Cova for a withdrawal
     of that purchase payment.

o    When you begin receiving  regular income  payments from your annuity,  Cova
     will assess a state premium tax charge, if applicable, which ranges from 0%
     - 4% depending upon the state.

o    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.

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



6. TAXES:

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



7. ACCESS TO YOUR MONEY:

You can take money out at any time  during  the  accumulation  phase.  After the
first year,  you can take up to 10% of your total  purchase  payments  each year
without charge from Cova. Withdrawals of purchase payments in excess of that may
be charged a withdrawal charge, depending on how long your money has been in the
contract.  However,  Cova will never assess a withdrawal  charge on earnings you
withdraw. Earnings are defined as the value in your contract minus the remaining
purchase payments in your contract.  Of course,  you may also have to pay income
tax and a tax penalty on any money you take out.



8. DEATH BENEFIT:

If you die before moving to the income phase, the person you have chosen as your
beneficiary will receive a death benefit.



9. OTHER INFORMATION:

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

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

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

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

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

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

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

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

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



10. INQUIRIES:

If you need more information, please contact us at:

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



COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE

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



Owner Transaction Expenses
Withdrawal Charge (see Note 1 below)
     5% of purchase payment withdrawn

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

Contract Maintenance Charge (see Note 3 below)
     $30 per contract per year


Separate Account Annual Expenses
(as a percentage of average account value)
     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
                                                         -----
     TOTAL SEPARATE ACCOUNT                              1.40%
     ANNUAL EXPENSES



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



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

Russell Insurance Funds*
Managed by Frank Russell
Investment Management Company
<S>                                                         <C>                         <C>                      <C>
       Aggressive Equity                                    .51%                        .74%                    1.25%
       Core Bond                                            .12%                        .68%                     .80%
       Multi-Style Equity                                   .49%                        .43%                     .92%
       Non-U.S.                                               0%                       1.30%                    1.30%
       Real Estate Securities                               .85%                        .30%                    1.15%
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                                         .125%                        .08%                    .205%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*The  manager  of  Russell  Insurance  Funds, Frank Russell Investment
Management Company, has contractually agreed to waive, at least until
April 30, 2000, a portion of the  management  fee, up to the full amount
of that fee,  equal to the amount by which the Fund's total operating
expenses exceed the amounts set forth above under "Total Annual  Portfolio
Expenses" and to reimburse the Fund for all remaining  expenses,  after fee
waivers  which  exceed  the amount  set forth  above for each Fund under  "Total
Annual Portfolio Expenses". Absent such waiver and reimbursement, the management
fees and total  operating  expenses would be .78% and 1.21% for the  Multi-Style
Equity Fund;  .95% and 1.67% for the Aggressive  Equity Fund; .95% and 2.37% for
the Non-U.S. Fund; .60% and 1.28% for the Core Bond Fund and ___% and ___% for
the Real Estate Securities Fund.
</FN>
</TABLE>


<TABLE>
<CAPTION>
Examples
The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or less than those shown.

For purposes of the examples, the assumed average contract size is $30,000.

You would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets:      (a)   if you surrender the contract at the end of each time period;
                                 (b)   if you do not surrender the contract or if you apply the contract value to an annuity option.

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

Russell Insurance Funds
Managed by Frank Russell
Investment Management Company
<S>                                                  <C>              <C>                <C>             <C>


       Aggressive Equity                          (a)$  77.80     (a) $130.14       (a)  $189.89     (a) $305.57
                                                  (b)$  27.80     (b) $ 85.14       (b)  $144.89     (b) $305.57
       Core Bond                                  (a)$  73.30     (a) $116.65       (a)  $167.47     (a) $261.20
                                                  (b)$  23.30     (b) $ 71.65       (b)  $122.47     (b) $261.20
       Multi-Style Equity                         (a)$  74.50     (a) $120.27       (a)  $173.50     (a) $273.25
                                                  (b)$  24.50     (b) $ 75.27       (b)  $128.50     (b) $273.25
       Non-U.S.                                   (a)$  78.30     (a) $131.62       (a)  $192.35     (a) $310.37
                                                  (b)$  28.30     (b) $ 86.62       (b)  $147.35     (b) $310.37
       Real Estate Securities                     (a)$  76.80     (a) $127.16       (a)  $184.95     (a) $295.90
                                                  (b)$  26.80     (b) $ 82.16       (b)  $139.95     (b) $295.90
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                               (a)$  67.31     (a) $  98.54      (a)  $137.02     (a) $199.08
                                                  (b)$  17.31     (b) $  53.54      (b) $  92.02     (b) $199.08
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table

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

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

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

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

There is an accumulation unit value history  (condensed  financial  information)
contained in Appendix A.

1.   THE ANNUITY CONTRACT

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

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

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

The  contract  is called a  variable  annuity  because  you can  choose  among 6
investment  portfolios,  and, depending upon market conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract  also  depends,  in  part,  upon  the  investment  performance  of  the
investment portfolios you select for the income phase.

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one month after you buy the contract.

Annuity Payments

You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from the:

o    fixed account,
o    the investment portfolio(s), or
o    a combination of both.

If you don't  tell us  otherwise,  your  annuity  payments  will be based on the
investment allocations that were in place on the annuity date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:

1)   the value of your contract in the  investment  portfolio(s)  on the annuity
     date,

2)   the 3% assumed  investment rate used in the annuity table for the contract,
     and

3)   the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed investment rate, your annuity
payments will increase.  Similarly,  if the actual  investment rate is less than
3%, your annuity payments will decrease.

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

Annuity Options

You can choose among income plans. We call those annuity options.  We ask you to
choose an annuity  option when you purchase the  contract.  You can change it at
any time before the annuity date with 30 days notice to us. If you do not choose
an annuity option at the time you purchase the contract, we will assume that you
selected  Option 2 which  provides a life  annuity  with 10 years of  guaranteed
payments.

You can choose  one of the  following  annuity  options  or any  annuity  option
acceptable to Cova.  After annuity payments begin, you cannot change the annuity
option.

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

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

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

3.   PURCHASE

Purchase Payments

A  purchase  payment  is the money you give us to  invest in the  contract.  The
minimum  we  will  accept  is  $5,000  when  the  contract  is  purchased  as  a
non-qualified  contract.  If you are  purchasing  the contract as part of an IRA
(Individual Retirement Annuity),  401(k) or other qualified plan, the minimum we
will  accept is $2,000.  The  maximum  purchase  payment we accept is $1 million
without our prior approval. You can make additional purchase payments of $500 or
more to either type of contract.

Allocation of Purchase Payments

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

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

Free Look

If you change your mind about owning this contract,  you can cancel it within 10
days after receiving it (or the period required in your state).  When you cancel
the contract within this time period,  Cova will not assess a withdrawal charge.
You will receive back whatever your contract is worth on the day we receive your
request.  In certain states, or if you have purchased the contract as an IRA, we
may be required to give you back your  purchase  payment if you decide to cancel
your contract  within 10 days after receiving it (or whatever period is required
in your state).  If that is the case,  we reserve the right to put your purchase
payment  in the Money  Market  Fund for 15 days  before we  allocate  your first
purchase  payment to the investment  portfolio(s)  you have  selected.  (In some
states,  the period may be longer.) In such case,  we will refund the greater of
purchase payments (less withdrawals) or contract value. Currently, Cova directly
allocates  your  purchase  payment to the  investment  portfolios  and/or  fixed
account you select.

Accumulation Units

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

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

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

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

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

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

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

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

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



4.   INVESTMENT OPTIONS

The Contract offers 6 investment  portfolios which are listed below.  Additional
investment portfolios may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus.

Russell Insurance Funds

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

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


General American Capital Company

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

  Money Market Fund

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

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

Transfers

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

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

Cova  reserves  the right to  modify,  terminate  or  suspend  the  Dollar  Cost
Averaging Program.

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

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
Cova may, from time to time,  offer other dollar cost  averaging  programs which
may have terms different from those described above.

Automatic Rebalancing Program

Once your money has been allocated to the investment portfolios, the performance
of each  portfolio  may cause  your  allocation  to shift.  You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Automatic  Rebalancing  Program.  You can tell us
whether to rebalance quarterly, semi-annually or annually. We will measure these
periods from the  anniversary of the date we issued your contract.  The transfer
date will be the 1st day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  There  is no  additional  charge  for  participating  in  the  Automatic
Rebalancing  Program. If you participate in the Automatic  Rebalancing  Program,
the transfers  made under the program are not taken into account in  determining
any transfer fee.

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

Approved Asset Allocation Programs

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

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  Currently,  Cova does not charge for  participating  in an
approved asset allocation program.

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

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

Voting Rights

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

Substitution

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

5.   EXPENSES

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

Insurance Charges

Each day, Cova makes a deduction for its  insurance  charges.  Cova does this as
part of its calculation of the value of the  accumulation  units and the annuity
units. The insurance charge has two parts:

1)   the mortality and expense risk premium, and

2)   the administrative expense charge.

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

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

Contract Maintenance Charge

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

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

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


Withdrawal Charge

During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment. Once a year after the first year (and once
a year  during the first year for  purposes of payment of  charitable  remainder
trust  administration  fees),  you can withdraw up to 10% of your total purchase
payments and no withdrawal charge will be assessed on the 10%, if on the day you
make your  withdrawal the value of your contract is $5,000 or more.  Withdrawals
for purposes of charitable  remainder trust  administration fees are included in
the 10% free  withdrawal  amount.  Otherwise,  the charge is 5% of each purchase
payment you take out,  unless the payment was made more than 5 years ago.  After
Cova has had a  purchase  payment  for 5  years,  there  is no  charge  when you
withdraw  that  purchase  payment.  Cova does not assess a withdrawal  charge on
earnings withdrawn from the contract.  Earnings are defined as the value in your
contract minus the remaining purchase payments in your contract.  The withdrawal
order for calculating the withdrawal charge is shown below.

o    10% of purchase payments free.

o    Remaining  purchase payments that are over 5 years old and not subject to a
     withdrawal charge.

o    Earnings in the contract free.

o    Remaining  purchase payments that are less than 5 years old and not subject
     to a withdrawal charge.

For purposes of calculating the withdrawal charge,  slightly different rules may
apply to Section 1035 exchanges.

When  the  withdrawal  is for  only  part of the  value  of your  contract,  the
withdrawal charge is deducted from the remaining value in your contract.

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

NOTE: For tax purposes, earnings are considered to come out first.

Reduction or Elimination of the Withdrawal Charge

General

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

Nursing Home Waiver

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

Premium Taxes

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

Transfer Fee

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

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


Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty.
They include any amounts:

(1)  paid on or after the taxpayer reaches age 59 1/2;

(2)  paid after you die;

(3)  paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

(5)  paid under an immediate annuity; or

(6)  which come from purchase payments made prior to August 14, 1982.


Withdrawals - Qualified Contracts

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

Withdrawals - Tax-Sheltered Annuities

The Code limits the  withdrawal  of amounts  attributable  to purchase  payments
under a salary reduction agreement made by owners from Tax-Sheltered  Annuities.
Withdrawals can only be made when an owner:

(1)  reaches age 59 1/2;

(2)  leaves his/her job;

(3)  dies;

(4)  becomes disabled (as that term is defined in the Code); or

(5)  in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

Diversification

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

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered  the owner of the  shares of the  investment  portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax  treatment  for the  contract.  It is  unknown  to what  extent  owners  are
permitted  to  select  investment  portfolios,   to  make  transfers  among  the
investment portfolios or the number and type of investment portfolios owners may
select from without being considered the owner of the shares. If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the  contract,  could be  treated  as the  owner of the  shares  of the
investment portfolios.

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

7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

(1)  by making a withdrawal (either a partial or a complete withdrawal);

(2)  by electing to receive annuity payments; or

(3) when a death benefit is paid to your beneficiary.

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.

When you make a complete withdrawal you will receive the withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from all the  investment  portfolios  and the fixed account you selected.  Under
most  circumstances  the amount of any partial  withdrawal  must be for at least
$500.  Cova requires  that after a partial  withdrawal is made you keep at least
$500 in any selected  investment  portfolio.  If the remaining  withdrawal value
would be less  than  $500  ($1,000  in New  Jersey)  after  you  make a  partial
withdrawal,  the  partial  withdrawal  amount will be the  remaining  withdrawal
value.

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

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.


Systematic Withdrawal Program

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

Income taxes,  tax penalties  and certain  restrictions  may apply to Systematic
Withdrawals.


Suspension of Payments or Transfers

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

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

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

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

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

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

8.   PERFORMANCE

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

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

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

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

9.   DEATH BENEFIT

Upon Your Death

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

Beginning May 1, 1999, at the time you buy the contract,  you will receive Death
Benefit  Option A. If you  purchased  your  contract  before  May 1,  1999,  you
received Death Benefit Option C. For these contracts (i.e.,  contracts purchased
prior to May 1, 1999),  effective beginning with your next contract  anniversary
on or after July 1, 1999, your death benefit will  automatically  be enhanced to
Death Benefit Option B.

The death benefits are described  below.  The amount of death benefit depends on
how old you or your joint owner is. If you have a joint owner, the death benefit
is  determined  based on the age of the oldest joint owner and the death benefit
is payable on the death of the first joint owner.

DEATH BENEFIT OPTION A:

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

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

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

3.   The greatest contract value on any contract anniversary while the owner, or
     a joint owner is living,  plus any purchase payments you made subsequent to
     that contract anniversary, less any withdrawals (and any withdrawal charges
     paid on the withdrawals) subsequent to that contract anniversary.

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

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

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

3.   The greatest contract value on any prior contract  anniversary on or before
     your or your joint owner's 80th  birthday,  plus any purchase  payments you
     made subsequent to that contract anniversary, less any withdrawals (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

DEATH BENEFIT OPTION B:

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

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

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

3.   The  greatest  of the values of your  contract  resulting  from  taking the
     contract  value on any contract  anniversary on or after July 1, 1999 while
     the owner, or a joint owner is living,  plus any purchase payments you made
     subsequent  to that contract  anniversary,  less any  withdrawals  (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

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

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

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

3.   The  greatest  of the values of your  contract  resulting  from  taking the
     contract value on any prior  contract  anniversary on or after July 1, 1999
     and on or  before  your or your  joint  owner's  80th  birthday,  plus  any
     purchase  payments you made subsequent to that contract  anniversary,  less
     any  withdrawals  (and  any  withdrawal  charges  paid on the  withdrawals)
     subsequent to that contract anniversary.

DEATH BENEFIT OPTION C:

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

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

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

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

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

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

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

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

Check your contract and applicable endorsement for your death benefit.

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

Payment  under an annuity  option  may only be elected  during the 60 day period
beginning with the date Cova receives  proof of death.  If Cova does not receive
an  election  during  such  time,  it will  make a  single  sum  payment  to the
beneficiary at the end of the 60 day period.

Death of Annuitant

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

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


10.  OTHER INFORMATION


Cova

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

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

On August 26,  1999,  it was  announced  that The  Metropolitan  Life  Insurance
Company would  purchase  General  American Life  Insurance  Company,  the parent
company  of Cova.  Metropolitan  Life is one of the  country's  oldest  and most
financially sound life insurance organizations.


Year 2000

Cova has developed and initiated plans to assure that its computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

The total cost of  implementing  these plans is not  expected to have a
material  effect on Cova's  financial  position or results of  operations.  Cova
believes  that it has taken all  reasonable  steps to  address  these  potential
problems.  There can be no  guarantee,  however,  that the steps  taken  will be
adequate to avoid any adverse impact.

The Separate Account

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

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid  commissions up to 5.75% of purchase  payments but,
under  certain  circumstances,   may  be  paid  an  additional  .5%  commission.
Sometimes,  Cova  enters into an  agreement  with the  broker-dealer  to pay the
broker-dealer persistency bonuses, in addition to the standard commissions.

Ownership

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

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

Beneficiary

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

Assignment

You can assign the contract at any time during your  lifetime.  Cova will not be
bound by the assignment  until it receives the written notice of the assignment.
Cova will not be liable for any  payment or other  action we take in  accordance
with the contract before we receive notice of the assignment.  An assignment may
be a taxable event.

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

Financial Statements

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

Table of Contents of the Statement of Additional Information
     Company
     Experts
     Legal Opinions
     Distribution
     Calculation of Performance Information
     Federal Tax Status
     Annuity Provisions
     Financial Statements


<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History

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

                                                                                                   Year or   Year or     Year or
                                                                                                    Period    Period      Period
                                                                  Period Ended                       Ended     Ended       Ended
                                                                  6/30/99                          12/31/98  12/31/97    12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Russell Insurance Funds

Aggressive Equity Sub-Account
     Beginning of Period                                          $9.96                             $10.00         *         *
     End of Period                                                 9.99                               9.96
     Number of Accum. Units
       Outstanding                                               744,069                           536,278
- ------------------------------------------------------------------------------------------------------------------------------------
Core Bond Sub-Account
     Beginning of Period                                          $10.59                            $10.00         *         *
     End of Period                                                 10.40                             10.59
     Number of Accum. Units
       Outstanding                                              2,235,884                         1,609,851

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

Multi-Style Equity Sub-Account
<S>                                                                                                 <C>
     Beginning of Period                                          $12.69                            $10.00         *         *
     End of Period                                                 14.14                             12.69
     Number of Accum. Units
       Outstanding                                             3,133,906                           2,328,430
- ------------------------------------------------------------------------------------------------------------------------------------

Non-U.S. Sub-Account
     Beginning of Period                                          $11.14                           $10.00         *         *
     End of Period                                                 11.84                            11.14
     Number of Accum. Units
       Outstanding                                              1,276,329                         925,792
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Money Market Sub-Account
     Beginning of Period                                          $11.11                            $10.67       $10.23    $10.00
     End of Period                                                 11.30                             11.11        10.67     10.23
     Number of Accum. Units
       Outstanding                                              3,291,555                          1,473,737     311,051   34,964
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>

* The  accumulation  unit values shown above for the beginning of the period for
the Multi-Style Equity,  Aggressive Equity, Non-U.S., Core Bond and Money Market
sub-accounts  reflect the dates these  investment  portfolios were first offered
for sale through the Separate  Account  (December  31, 1997 for the  Multi-Style
Equity,  Aggressive Equity, Non-U.S. and Core Bond sub-accounts and June 3, 1996
for the Money Market sub-account.)
</FN>
</TABLE>



APPENDIX B
PERFORMANCE INFORMATION




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

Note:  The figures  below present  investment  performance  information  for the
periods ended June 30, 1999. While these numbers represent the returns as of
that date, they do not represent performance information of the portfolios since
that date.  Performance  information for the periods after June 30, 1999 may
be different than the numbers shown below.

PART 1 - SEPARATE ACCOUNT PERFORMANCE

The  portfolios  listed below began  operations  before June 30, 1999.  As a
result,  performance  information is available for the accumulation  unit values
investing in these portfolios.

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

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and the fees and expenses of the portfolio.

<TABLE>
<CAPTION>
Total Return for the periods ended 6/30/99:
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

                                      Separate Account
                                      Inception Date                                  since                             since
Portfolio                             in Portfolio                      1 yr          inception            1 yr         inception
- ------------------------------------------------------------------------------------------------------------------------------------


Russell Insurance Funds
<S>                                   <C>   <C>                       <C>             <C>                 <C>            <C>
   Aggressive Equity                  12/31/97                        (10.57)%       (3.20)%             (5.97)%        (0.04)%
   Core Bond                          12/31/97                         (3.78)%       (0.47)%               0.82%          2.66%
   Multi-Style Equity                 12/31/97                          13.68%        23.17%              18.29%         26.04%
   Non-U.S.                           12/31/97                           1.13%         8.96%               5.74%         11.97%
General American
Capital Company
   Money Market                       6/3/96                           (0.86)%          2.58%              3.75%          4.05%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Appendix - Performance Information (continued)

PART 2 - HISTORICAL FUND PERFORMANCE

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

The chart below  shows the  investment  performance  of the  portfolios  and the
accumulation  unit  performance  calculated by assuming that the contracts  were
invested in the portfolios for the same periods.

o    The  performance  figures in Column A reflect the fees and expenses paid by
     each portfolio.

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

o    Column C presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and the fees and expenses of each portfolio.

Total Return for the periods ended 6/30/99:
- ------------------------------------------------------------------------------------------------------------------------------------

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


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

Russell Insurance Funds

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


   Aggressive Equity            1/2/97   (4.64)%    - -      13.76%     (10.57)%    - -      7.76%      (5.97)%    - -     12.36%

   Core Bond                    1/2/97     2.24%    - -       6.34%      (3.78)%     - -      0.34%       0.82%     - -      4.94%

   Multi-Style Equity           1/2/97    19.96%    - -      28.18%       13.68%     - -     22.18%      18.29%     - -     26.78%

   Non-U.S.                     1/2/97     7.23%    - -       8.05%        1.13%     - -      2.05%       5.74%     - -      6.65%


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

General American
Capital Company

   Money Market                 10/1/87    5.21%    5.54%     5.53%      (0.86)%   4.04%      4.03%       3.75%    4.14%     4.13%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>







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




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



Please send me, at no charge, the Statement of Additional  Information dated
November __, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




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




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




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


CL-2093 (11/99)                                                         RUSS-MO













                                      COVA
                  Cova Financial Services Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




                             Annuity Service Office
                                 P.O. Box 10366
                              Des Moines, IA 50306
                                  800-343-8496









CL-2092 (5/99) Policy Form Series XL407, CL-407,XL-617,CL-617 21-RUSS-PROS(5/99)



                               PART A - VERSION C



The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY


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

The annuity contract has 51 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 50 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted). CURRENTLY, IF YOU ARE NOT PARTICIPATING
IN AN ASSET ALLOCATION PROGRAM, YOU CAN ONLY INVEST IN 15 INVESTMENT  PORTFOLIOS
AT ANY ONE TIME.


AIM Variable Insurance Funds, Inc.:

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


Alliance Variable Products Series Fund, Inc.:

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

American Century Variable Portfolios, Inc.

    Managed by American Century Investment
    Management, Inc.
         VP Income & Growth Fund
         VP International Fund
         VP Value Fund

Cova Series Trust:

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

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

Dreyfus Stock Index Fund

     Managed by The Dreyfus Corporation
     (Index Fund Manager: Mellon Equity Associates)

Dreyfus Variable Investment Fund

     Managed by The Dreyfus Corporation
         Dreyfus VIF - Capital Appreciation Portfolio
         Dreyfus VIF - Disciplined Stock Portfolio


General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust:

     Managed by Goldman Sachs
     Asset Management
         Goldman Sachs Growth and Income Fund

     Managed by Goldman Sachs
     Asset Management International

         Goldman Sachs Global Income Fund
         Goldman Sachs International Equity Fund

INVESCO Variable Investment Funds, Inc.

     Managed by INVESCO Funds Group, Inc.
         INVESCO VIF - Dynamics Fund
         INVESCO VIF - High Yield Fund

Kemper Variable Series:

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

Scudder Variable Life Investment Fund

     Managed by Scudder Kemper Investments, Inc.
         International Portfolio

Liberty Variable Investment Trust:

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


MFS Variable Insurance Trust:

     Managed by Massachusetts
     Financial Services Company
         MFS Emerging Growth Series
         MFS Global Governments Series
            (formerly MFS World Governments)
         MFS Growth With Income Series
         MFS High Income Series
         MFS Research Series


PIMCO Variable Insurance Trust

     Managed by Pacific Investment
     Management Company
         PIMCO High Yield Bond Portfolio
         PIMCO Low Duration Bond Portfolio
         PIMCO StocksPLUS Growth and
          Income Portfolio
         PIMCO Total Return Bond Portfolio

Putnam Variable Trust:

     Managed by Putnam Investment
     Management, Inc.
         Putnam VT Growth and Income Fund Class IA Shares
         Putnam VT International Growth Fund Class IA Shares
         Putnam VT International New
           Opportunities Fund Class IA Shares
         Putnam VT New Value Fund Class IA Shares
         Putnam VT Vista Fund - Class IA Shares


Templeton Variable Products Series Fund:

     Managed by Franklin Advisers, Inc.
         Franklin Small Cap Investments Fund, Class 1 Shares

     Managed by Franklin Mutual Advisers, LLC
         Mutual Shares Investments Fund, Class 1 Shares

     Managed by Templeton Asset
     Management Ltd.
         Templeton Developing Markets Fund, Class 1 Shares

     Managed by Templeton Investment
     Counsel, Inc.
         Templeton International Fund, Class 1 Shares


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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated November ___,
1999. The SAI has been filed with the  Securities  and  Exchange  Commission
(SEC) and is legally   a  part  of  the   prospectus.   The   SEC   maintains
a Web site (http://www.sec.gov)  that contains the SAI, material incorporated by
reference, and other information regarding companies that file electronically
with the SEC. The Table of Contents of the SAI is on Page __ of this prospectus.
For a free copy of the SAI, call us at  (800)523-1661 or write us at: One Tower
Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

o    are not bank deposits
o    are not federally insured
o    are not endorsed by any bank or government agency
o    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

November ___, 1999




TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3

  SUMMARY                                                    4

  Fee Table                                                  6

  Examples                                                  11

  1. THE ANNUITY CONTRACT                                   14

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    14
     Annuity Date                                           14
     Annuity Payments                                       14
     Annuity Options                                        14

  3. PURCHASE                                               15
     Purchase Payments                                      15
     Allocation of Purchase Payments                        15
     Free Look                                              15
     Accumulation Units                                     15

  4. INVESTMENT OPTIONS                                     16
     AIM Variable Insurance Funds, Inc.                     16
     Alliance Variable Products Series Fund, Inc.           16
     American Century Variable Portfolios, Inc.
     Cova Series Trust                                      16
     Dreyfus Stock Index Fund
     Dreyfus Variable Investment Fund
     General American Capital Company                       16
     Goldman Sachs Variable Insurance Trust                 16
     INVESCO Variable Investment Funds, Inc.
     Kemper Variable Series                                 16
     Scudder Variable Life Investment Fund
     Liberty Variable Investment Trust                      16
     MFS Variable Insurance Trust                           17
     PIMCO Variable Insurance Trust
     Putnam Variable Trust                                  17
     Templeton Variable Products Series Fund                17
     Transfers                                              17
     Dollar Cost Averaging Program                          18
     Automatic Rebalancing Program                          18
     Approved Asset Allocation Programs                     18
     Voting Rights                                          18
     Substitution                                           18

  5. EXPENSES                                               19
     Insurance Charges                                      19
     Contract Maintenance Charge                            19
     Withdrawal Charge                                      19
     Reduction or Elimination of the Withdrawal Charge      19
     Premium Taxes                                          20
     Transfer Fee                                           20
     Income Taxes                                           20
     Investment Portfolio Expenses                          20

  6. TAXES                                                  20
     Annuity Contracts in General                           20
     Qualified and Non-Qualified Contracts                  20
     Withdrawals - Non-Qualified Contracts                  21
     Withdrawals - Qualified Contracts                      21
     Withdrawals - Tax-Sheltered Annuities                  21
     Diversification                                        21


  7. ACCESS TO YOUR MONEY                                   21
     Systematic Withdrawal Program                          22
     Suspension of Payments or Transfers                    22

  8. PERFORMANCE                                            22

  9. DEATH BENEFIT                                          22
     Upon Your Death                                        22
     Death of Annuitant                                     23

10. OTHER INFORMATION                                       24
     Cova                                                   24
     Year 2000                                              24
     The Separate Account                                   24
     Distributor                                            24
     Ownership                                              24
     Beneficiary                                            24
     Assignment                                             24
     Financial Statements                                   24

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      24

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B                                                 B-1

APPENDIX C
Performance Information                                    C-1

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

Accumulation Phase                                          14
Accumulation Unit                                           15
Annuitant                                                   14
Annuity Date                                                14
Annuity Options                                             14
Annuity Payments                                            14
Annuity Unit                                                15
Beneficiary                                                 24
Fixed Account                                               14
Income Phase                                                14
Investment Portfolios                                       16
Joint Owner                                                 24
Non-Qualified                                               20
Owner                                                       24
Purchase Payment                                            15
Qualified                                                   20
Tax Deferral                                                20


SUMMARY

The sections in this Summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.


1. THE ANNUITY CONTRACT:

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

This contract offers 50 investment portfolios.  These portfolios are designed to
offer a potentially better return than the fixed account.  However,  this is NOT
guaranteed. You can also lose your money.

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

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

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

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



2. ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to  receive  regular  income  from your  annuity,  you can choose an
annuity option.  Once you begin receiving  regular  payments,  you cannot change
your payment plan. During the income phase, you have the same investment choices
you had during the accumulation phase. You can choose to have payments come from
the fixed account, the investment  portfolios or both. If you choose to have any
part of your payments come from the investment portfolios,  the dollar amount of
your payments may go up or down.



3. HOW TO PURCHASE THE CONTRACT:

You can buy this contract with $5,000 or more under most circumstances.  You can
add  $500 or more  any  time  you  like  during  the  accumulation  phase.  Your
registered representative can help you fill out the proper forms.



4. INVESTMENT OPTIONS:

You can put your money in the investment  portfolios  which are described herein
and in the prospectuses for the funds.  Currently,  if you are not participating
in an asset allocation program, you can only invest in 15 investment  portfolios
at any one time.  The  investment  objectives  and  policies  of  certain of the
investment  portfolios are similar to the investment  objectives and policies of
other mutual funds that certain of the investment advisers manage.  Although the
objectives and policies may be similar, the investment results of the investment
portfolios  may be higher or lower than the results of such other mutual  funds.
The investment advisers cannot guarantee,  and make no representation,  that the
investment  results of similar  funds will be  comparable  even though the funds
have the same investment advisers.

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.



5. EXPENSES:

The contract has insurance features and investment features, and there are costs
related to each.

o    Each  year  Cova  deducts  a $30  contract  maintenance  charge  from  your
     contract.  During the accumulation phase, Cova currently waives this charge
     if the value of your contract is at least $50,000.

o    Cova also  deducts  for its  insurance  charges  which  total  1.40% of the
     average  daily  value  of  your  contract   allocated  to  the   investment
     portfolios.

o    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the  purchase  payment  you  withdraw.  After Cova has had a
     purchase  payment for 5 years,  there is no charge by Cova for a withdrawal
     of that purchase payment.

o    When you begin receiving  regular income  payments from your annuity,  Cova
     will assess a state premium tax charge, if applicable, which ranges from 0%
     - 4% depending upon the state.

o    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.

o    There are also investment charges which currently range from .205% to 1.66%
     of the average daily value of the investment  portfolio  depending upon the
     investment portfolio.



6. TAXES:

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



7. ACCESS TO YOUR MONEY:

You can take money out at any time  during  the  accumulation  phase.  After the
first year,  you can take up to 10% of your total  purchase  payments  each year
without charge from Cova. Withdrawals of purchase payments in excess of that may
be charged a withdrawal charge, depending on how long your money has been in the
contract.  However,  Cova will never assess a withdrawal  charge on earnings you
withdraw. Earnings are defined as the value in your contract minus the remaining
purchase payments in your contract.  Of course,  you may also have to pay income
tax and a tax penalty on any money you take out.



8. DEATH BENEFIT:

If you die before moving to the income phase, the person you have chosen as your
beneficiary will receive a death benefit.



9. OTHER INFORMATION:

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

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

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

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

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

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

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

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

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



10. INQUIRIES:

If you need more information, please contact us at:

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


COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE
The purpose of the Fee Table is to show you the various  expenses you will incur
directly or indirectly with the contract. The Fee Table reflects expenses of the
Separate Account as well as of the investment portfolios.

Owner Transaction Expenses
Withdrawal Charge (see Note 1 below)
     5% of purchase payment withdrawn

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

Contract Maintenance Charge (see Note 3 below)
     $30 per contract per year

Separate Account Annual Expenses
(as a percentage of average account value)
     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
                                                          ---
     TOTAL SEPARATE ACCOUNT
     ANNUAL EXPENSES                                     1.40%





<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C>
       A I M V.I. Capital Appreciation Fund                           .62%                    .05%                    .67%
       A I M V.I. International Equity Fund                           .75%                    .16%                    .91%
       A I M V.I. Value Fund                                          .61%                    .05%                    .66%
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                               Other Expenses after        Total Annual Portfolio
                                                                              (expense reimbursement       Expenses (after expense
                                                            Management            for Real Estate          reimbursement for Real
                                                               Fees            Investment Portfolio)    Estate Investment Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth Portfolio*                              1.00%                     .06%                        1.06%
       Real Estate Investment Portfolio**                      .08%                     .87%                         .95%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
* The adviser to the Fund discontinued the expense reimbursement with respect to
the Premier Growth Portfolio effective May 1, 1998.

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

<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

American Century Variable Portfolios, Inc.
Managed by American Century Investment Management, Inc.
<S>                                                                   <C>                     <C>                     <C>
       VP Income & Growth Fund                                        .70%                    .0%                     .70%
       VP International Fund                                         1.37%                    .0%                    1.37%
       VP Value Fund                                                 1.00%                    .0%                    1.00%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management          reimbursement for        reimbursement for
                                                                      Fees           certain Portfolios)(1)  certain Portfolios)(1)
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
<S>                                                                   <C>                     <C>                     <C>
       International Equity Portfolio                                 .80%                    .28%                   1.08%
       Large Cap Stock Portfolio                                      .65%                    .10%                    .75%
       Quality Bond Portfolio                                         .55%                    .10%                    .65%
       Select Equity Portfolio                                        .68%                    .18%                    .86%
       Small Cap Stock Portfolio                                      .85%                    .27%                   1.12%


Managed by Lord, Abbett &Co.
       Bond Debenture Portfolio                                       .75%                    .10%                    .85%
       Developing Growth Portfolio                                    .90%                    .30%                   1.20%
       Large Cap Research Portfolio                                  1.00%                    .30%                   1.30%
       Lord Abbett Growth and Income Portfolio(2)                     .65%                    .07%                    .72%
       Mid-Cap Value Portfolio                                       1.00%                    .30%                   1.30%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Since May 1, 1996, Cova has been  reimbursing  the investment  portfolios of
Cova Series Trust for all operating expenses  (exclusive of the management fees)
in excess of  approximately  .10%. This  reimbursement  arrangement  for the
Select  Equity,  Small  Cap Stock and International Equity Portfolios was
discontinued effective May 1, 1999. Therefore, the amounts shown above under
"Other Expenses" have been restated to reflect the actual expenses for these
Portfolios for the year ended  December 31, 1998.  Effective May 1, 1999, Cova
reimburses the Mid-Cap Value, Large Cap Research and Developing Growth
Portfolios for all  operating  expenses  (exclusive  of the  management  fees)
in excess of approximately .30% (instead of .10% as had been the case prior to
May 1, 1999). This change is reflected above under "Other Expenses"  for these
three  Portfolios.  Absent the expense  reimbursement,  the percentages  shown
for  total  annual  portfolio  expenses  for the year ended December 31, 1998
would have been .86% for the Quality Bond Portfolio, .94% for the Large Cap
Stock Portfolio, .93% for the Bond Debenture Portfolio,  1.68% for the Mid-Cap
Value  Portfolio,  1.95% for the Large Cap Research  Portfolio  and 1.70% for
the Developing Growth Portfolio.

(2) Estimated. The Portfolio commenced investment operations on January 8, 1999.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                     <C>                     <C>
Dreyfus Stock Index Fund                                             .25%                    .01%                    .26%
Managed by The Dreyfus Corporation
(Index Fund Manager:  Mellon Equity Associates)
- -----------------------------------------------------------------------------------------------------------------------------------

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

Dreyfus Variable Investment Fund
Managed by The Dreyfus Corporation
<S>                                                                   <C>                     <C>                     <C>
       Dreyfus VIF - Capital Appreciation Portfolio                     .75%                    .06%                    .81%
       Dreyfus VIF - Disciplined Stock Portfolio                        .75%                    .13%                    .88%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

General American Capital Company
Managed by Conning Asset Management Company
<S>                                                                   <C>                     <C>                     <C>
      Money Market Fund                                               .125%                   .08%                    .205%
- -----------------------------------------------------------------------------------------------------------------------------------

COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)*         reimbursement)*
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                           .75%                    .15%                    .90%

Managed by Goldman Sachs Asset Management International
       Goldman Sachs Global Income Fund                               .90%                    .15%                   1.05%
       Goldman Sachs International Equity Fund                       1.00%                    .25%                   1.25%

- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
* The investment advisers to the Goldman Sachs Growth and Income,  International
Equity  and  Global  Income  Funds  have  voluntarily  agreed to reduce or limit
certain  "Other  Expenses"  of such Funds  (excluding  management  fees,  taxes,
interest  and  brokerage  fees  and   litigation,   indemnification   and  other
extraordinary  expenses) to the extent such  expenses  exceed  0.15%,  0.25% and
0.15% per annum of such  Funds'  average  daily net  assets,  respectively.  The
expenses shown include this reimbursement. If not included, the "Other Expenses"
and "Total Annual  Portfolio  Expenses" for the Goldman Sachs Growth and Income,
International Equity and Global Income Funds would be 1.94% and 2.69%, 1.97% and
2.97% and 2.40% and 3.30%,  respectively.  The reductions or limitations  may be
discontinued or modified by the investment  advisers in their  discretion at any
time.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                               Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
INVESCO Variable Investment Funds, Inc.

Managed by INVESCO Funds Group, Inc.
<S>                                                                   <C>                    <C>                   <C>
       INVESCO VIF - Dynamics Fund                                    .60%                   .85%                  1.45%
       INVESCO VIF - High Yield Fund                                  .60%                   .47%                  1.07%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                  Total Annual
                                                                                    Other Expenses             Portfolio Expenses
                                                                                    (after expense               (after expense
                                                               Management          reimbursement for            reimbursement for
                                                                  Fees        Small Cap Value Portfolio)  Small Cap Value Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
<S>                                                               <C>                    <C>                          <C>
       Kemper Government Securities Portfolio                     .55%                   .11%                         .66%
       Kemper Small Cap Growth Portfolio                          .65%                   .05%                         .70%
       Kemper Small Cap Value Portfolio                           .75%                   .05%*                        .80%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Pursuant to its agreement with Kemper Variable Series,  the investment manager
and the accounting agent have agreed,  for the one year period commencing on May
1, 1999, to limit their respective fees and to reimburse other operating
expenses, in a manner communicated to the Board of the Fund, to the extent
necessary to limit total operating expenses of the Kemper Small Cap Value
Portfolio  to .84%.  The  amounts set forth in the table  above  reflect  actual
expenses for the past fiscal year, which were lower than these expense limits.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Variable Life Investment Fund
Managed by Scudder Kemper Investments, Inc.
<S>                                                                   <C>                     <C>                    <C>
       International Portfolio                                .862%                   .184%                 1.046%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>



COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
<S>                                                                   <C>                     <C>                    <C>
       Newport Tiger Fund, Variable Series                            .90%                    .40%                   1.30%
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management             reimbursement           reimbursement
                                                                      Fees             for certain Series)     for certain Series)
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust (1)
Managed by Massachusetts Financial Services Company

       MFS Emerging Growth Series                                     .75%                    .10%                    .85%
       MFS Global Governments Series (2)                              .75%                    .26%                   1.01%
       MFS Growth With Income Series                                  .75%                    .13%                    .88%
       MFS High Income Series                                         .75%                    .28%                   1.03%
       MFS Research Series                                            .75%                    .11%                    .86%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Each  series has an expense  offset  arrangement  which  reduces the series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of reducing the series' expenses. Expenses do not take into account these
expense  reductions,  and are therefore  higher than the actual  expenses of the
series.

(2) MFS has agreed to bear  expenses for the Global  Governments  Series subject
to reimbursement by this series,  such that the series' "Other Expenses" shall
not exceed 0.25% of the average  daily net assets of the series  during the
current  fiscal year. Absent the expense  reimbursement,  the Total Annual
Portfolio  Expenses for the year  ended  December  31,  1998,  would  have  been
1.11%  for the MFS  Global Governments  Series.  The  payments  made by MFS on
behalf of the series  under this arrangement  are subject to  reimbursement  by
the series to MFS,  which will be accomplished by the payment of an expense
reimbursement fee by the series to MFS computed  and paid  monthly at a
percentage  of the series'  average  daily net assets for its then current
fiscal year,  with a  limitation  that  immediately after such payment,  the
series' "Other Expenses" will not exceed the percentage set forth above for this
series.  The obligation of MFS to bear the series' "Other Expenses"  pursuant to
this arrangement,  and the series'  obligation to pay the reimbursement  fee to
MFS,  terminates  on the  earlier  of the  date  on  which payments  made by
this series  equal  the  prior  payment  of such  reimbursable expenses by MFS
or December 31, 2004. MFS may, in its discretion, terminate this arrangement at
an earlier date provided that the  arrangement  will continue for this series
until at least May 1, 2000,  unless  terminated  with the consent of the board
of trustees which oversees this series.
</FN>
</TABLE>

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


                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses*
- ------------------------------------------------------------------------------------------------------------------------------------
PIMCO Variable Insurance Trust
Managed by Pacific Investment Management Company

       PIMCO High Yield Bond Portfolio                                .50%                    .25%                    .75%
       PIMCO Low Duration Bond Portfolio                              .40%                    .25%**                  .65%
       PIMCO StocksPLUS Growth and Income Portfolio                   .40%                    .25%                    .65%
       PIMCO Total Return Bond Portfolio                              .40%                    .25%                    .65%
- ------------------------------------------------------------------------------------------------------------------------------------
* PIMCO, the investment adviser, has agreed to reduce its administrative fee, subject to potential future reimbursements, to the
extent that total Portfolio operating expenses would exceed, due to organizational expenses and the payment by each Portfolio of its
pro rata portion of the Trust's Trustees' fees, 0.65% with respect to the Low Duration Bond, StocksPLUS Growth and Income and Total
Return Bond Portfolios and 0.75% with respect to the High Yield Bond Portfolio.

**Other Expenses are based on estimates for the current fiscal year.


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

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
<S>                                                                        <C>                     <C>                     <C>
       Putnam VT Growth and Income Fund - Class IA Shares                  .46%                    .04%                    .50%
       Putnam VT International Growth Fund - Class IA Shares               .80%                    .27%                   1.07%
       Putnam VT International New Opportunities Fund - Class IA Shares*  1.18%                    .42%                   1.60%
       Putnam VT New Value Fund - Class IA Shares                          .70%                    .11%                    .81%
       Putnam VT Vista Fund - Class IA Shares                              .65%                    .12%                    .77%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* The Management  Fees and Total Annual  Portfolio  Expenses  reflect an expense
limitation.  In the absence of the expense  limitation,  the Management Fees and
Total Annual Portfolio Expenses would have been 1.20% and 1.62%, respectively.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management           reimbursement for       reimbursement for
                                                                      Fees               one Portfolio)          one Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                   <C>                   <C>                        <C>
Templeton Variable Products Series Fund

Managed by Franklin Advisers, Inc.
       Franklin Small Cap Investments Fund,
         Class 1 Shares*                                              .15%                    .85%                   1.00%

Managed by Franklin Mutual Advisers, LLC
  Mutual Shares Investments Fund,
         Class 1 Shares *                                             .00%                   1.00%                    1.00%

Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets Fund,
         Class 1 Shares                                              1.25%                    .41%                    1.66%

Managed by Templeton Investment Counsel, Inc.
       Templeton International Fund,
         Class 1 Shares                                               .69%                    .17%                     .86%

- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Figures  reflect  expenses  from the Fund's  inception  on May 1, 1998, which
have been annualized for the Management Fees and estimated for Other Expenses.
The investment  manager  agreed in  advance to limit  management fees and
make  certain  payments to reduce Fund  expenses as  necessary so that Total
Annual Portfolio  Expenses did not exceed 1.00% of the Fund's Class 1 net assets
in 1998. The investment manager has agreed to continue this arrangement  through
1999.  Management Fees,  Other Expenses and Total Annual  Portfolio  Expenses in
1998 before any waivers were as follows: 0.75%, 1.00% and 1.75% for the Franklin
Small Cap Investments Fund and 0.60%,  2.27% and 2.87% for the Mutual Shares
Investments Fund.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or less than those shown.
For purposes of the examples, the assumed average contract size is $30,000.

You would pay the following expenses on a $1,000 investment, assuming a

5% annual return on assets:             (a)   if you surrender the contract at the end of each time period;
                                        (b)   if you do not surrender the contract or if you apply the contract
                                              value to an annuity option.

                                                                                            Time Periods

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

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                     <C>             <C>                <C>              <C>
       AIM V.I. Capital Appreciation                               (a)  $71.99      (a) $112.73       (a)  $160.90      (a) $247.97
                                                                   (b)  $21.99      (b) $ 67.73       (b)  $115.90      (b) $247.97
       AIM V.I. International Equity                               (a)  $74.40      (a) $119.97       (a)  $173.00      (a) $272.25
                                                                   (b)  $24.40      (b) $ 74.97       (b)  $128.00      (b) $272.25
       AIM V.I. Value                                              (a)  $71.89      (a) $112.42       (a)  $160.39      (a) $246.95
                                                                   (b)  $21.89      (b) $ 67.42       (b)  $115.39      (b) $246.95
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth                                              (a)  $75.90      (a) $124.47       (a)  $180.49      (a) $287.10
                                                                   (b)  $25.90      (b) $ 79.47       (b)  $135.49      (b) $287.10
       Real Estate Investment                                      (a)  $74.80      (a) $121.17       (a)  $175.00      (a) $276.23
                                                                   (b)  $24.80      (b) $ 76.17       (b)  $130.00      (b) $276.23
- -----------------------------------------------------------------------------------------------------------------------------------

American Century Variable Portfolios, Inc.
Managed by American Century Investment Management, Inc.
        VP Income & Growth                                         (a)  $72.29      (a) $113.63
                                                                   (b)  $22.29      (b) $ 68.63
        VP International                                           (a)  $78.99      (a) $133.70
                                                                   (b)  $28.99      (b) $ 88.70
        VP Value                                                   (a)  $75.30      (a) $122.67
                                                                   (b)  $25.30      (b) $ 77.67
- -----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       International Equity                                        (a)  $76.10      (a) $125.06       (a)  $181.48      (a) $289.07
                                                                   (b)  $26.10      (b) $ 80.06       (b)  $136.48      (b) $289.07
       Large Cap Stock                                             (a)  $72.80      (a) $115.15       (a)  $164.95      (a) $256.13
                                                                   (b)  $22.80      (b) $ 70.15       (b)  $119.95      (b) $256.13
       Quality Bond                                                (a)  $71.79      (a) $112.12       (a)  $159.89      (a) $245.92
                                                                   (b)  $21.79      (b) $ 67.12       (b)  $114.89      (b) $245.92
       Select Equity                                               (a)  $73.90      (a) $118.46       (a)  $170.49      (a) $267.24
                                                                   (b)  $23.90      (b) $ 73.46       (b)  $125.49      (b) $267.24
       Small Cap Stock                                             (a)  $76.50      (a) $126.26       (a)  $183.47      (a) $292.98
                                                                   (b)  $26.50      (b) $ 81.26       (b)  $138.47      (b) $292.98
- -----------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture                                              (a)  $73.80      (a) $118.16       (a)  $169.99      (a) $266.24
                                                                   (b)  $23.80      (b) $ 73.16       (b)  $124.99      (b) $266.24
       Developing Growth                                           (a)  $77.30      (a) $128.65       (a)  $187.42      (a) $300.75
                                                                   (b)  $27.30      (b) $ 83.65       (b)  $142.42      (b) $300.75
       Large Cap Research                                          (a)  $78.30      (a) $131.62       (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35      (b) $310.37
       Lord Abbett Growth and Income                               (a)  $72.49      (a) $114.24       (a)  $163.43      (a) $253.08
                                                                   (b)  $22.49      (b) $ 69.24       (b)  $118.43      (b) $253.08
       Mid-Cap Value                                               (a)  $78.30      (a) $131.62       (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35      (b) $310.37
- ------------------------------------------------------------------------------------------------------------------------------------

Examples (continued)


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

Dreyfus Stock Index Fund
Managed by The Dreyfus Corporation (Index Fund
Manager:  Mellon Equity Associates)                                (a)  $67.87      (a)  $100.23
                                                                   (b)  $17.87      (b)  $ 55.23
- ------------------------------------------------------------------------------------------------------------------------------------

Dreyfus Variable Investment Fund
Managed by The Dreyfus Corporation
        Dreyfus VIF - Capital Appreciation                         (a)  $73.40      (a)  $116.96
                                                                   (b)  $23.40      (b)  $ 71.96
        Dreyfus VIF - Disciplined Stock                            (a)  $74.10      (a)  $119.07
                                                                   (b)  $24.10      (b)  $ 74.07
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
       Money Market                                                (a)  $67.31      (a)  $ 98.54     (a)  $137.02       (a) $199.08
                                                                   (b)  $17.31      (b)  $ 53.54     (b) $  92.02       (b) $199.08
- ------------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                        (a)  $74.30      (a)  $119.67      (a)  $172.50      (a) $271.25
                                                                   (b)  $24.30      (b)  $ 74.67      (b)  $127.50      (b) $271.25

Managed by Goldman Sachs Asset Management International
       Goldman Sachs Global Income Fund                            (a)  $75.80      (a)  $124.17      (a)  $179.99      (a) $286.12
                                                                   (b)  $25.80      (b)  $ 79.17      (b)  $134.99      (b) $286.12
       Goldman Sachs International Equity Fund                     (a)  $77.80      (a)  $130.14      (a)  $189.89      (a) $305.57
                                                                   (b)  $27.80      (b)  $ 85.14      (b)  $144.89      (b) $305.57
- -----------------------------------------------------------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc.
Managed by INVESCO Funds Group, Inc.
       INVESCO VIF - Dynamics                                      (a)  $79.79      (a) $136.07
                                                                   (b)  $29.79      (b) $ 91.07
       INVESCO VIF - High Yield                                    (a)  $76.00      (a) $124.77
                                                                   (b)  $26.00      (b) $ 79.77
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
       Kemper Government Securities                                (a)  $71.89      (a)  $112.42      (a)  $160.39      (a) $246.95
                                                                   (b)  $21.89      (b)  $ 67.42      (b)  $115.39      (b) $246.95
       Kemper Small Cap Growth                                     (a)  $72.29      (a)  $113.63      (a)  $162.42      (a) $251.04
                                                                   (b)  $22.29      (b)  $ 68.63      (b)  $117.42      (b) $251.04
       Kemper Small Cap Value                                      (a)  $73.70      (a)  $117.86      (a)  $169.49      (a) $265.23
                                                                   (b)  $23.70      (b)  $ 72.86      (b)  $124.49      (b) $265.23
- ------------------------------------------------------------------------------------------------------------------------------------

Scudder Variable Life Investment Fund
Managed by Scudder Kemper Investments, Inc.
       International                                               (a)  $75.76      (a)  $124.05
                                                                   (b)  $25.76      (b)  $ 79.05
- ------------------------------------------------------------------------------------------------------------------------------------
Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
       Newport Tiger Fund, Variable Series                         (a)  $78.30      (a)  $131.62      (a)  $192.35      (a) $310.37
                                                                   (b)  $28.30      (b)  $ 86.62      (b)  $147.35      (b) $310.37
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth                                         (a)  $73.80      (a)  $118.16      (a)  $169.99      (a) $266.24
                                                                   (b)  $23.80      (b)  $ 73.16      (b)  $124.99      (b) $266.24
       MFS Global Governments                                      (a)  $75.40      (a)  $122.97      (a)  $178.00      (a) $282.18
                                                                   (b)  $25.40      (b)  $ 77.97      (b)  $133.00      (b) $282.18
       MFS Growth With Income                                      (a)  $74.10      (a)  $119.07      (a)  $171.50      (a) $269.25
                                                                   (b)  $24.10      (b)  $ 74.07      (b)  $126.50      (b) $269.25
       MFS High Income                                             (a)  $75.60      (a)  $123.57      (a)  $179.00      (a) $284.15
                                                                   (b)  $25.60      (b)  $ 78.57      (b)  $134.00      (b) $284.15
       MFS Research                                                (a)  $73.90      (a)  $118.46      (a)  $170.49      (b) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49      (b) $267.24
- -----------------------------------------------------------------------------------------------------------------------------------

PIMCO Variable Insurance Trust
Managed by Pacific Investment Management Company
       PIMCO High Yield Bond                                       (a)  $72.80      (a)  $115.15
                                                                   (b)  $22.80      (b)  $ 70.15
       PIMCO Low Duration Bond                                     (a)  $71.79      (a)  $112.12
                                                                   (b)  $21.79      (b)  $ 67.12
       PIMCO StocksPLUS Growth and Income                          (a)  $71.79      (a)  $112.12
                                                                   (b)  $21.79      (b)  $ 67.12
       PIMCO Total Return Bond                                     (a)  $71.79      (a)  $112.12
                                                                   (b)  $21.79      (b)  $ 67.12
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
       Putnam VT Growth and Income - Class IA Shares               (a)  $70.29      (a)  $107.56      (a)  $152.24      (a) $230.39
                                                                   (b)  $20.29      (b)  $ 62.56      (b)  $107.24      (b) $230.39
       Putnam VT International Growth - Class IA Shares            (a)  $76.00      (a)  $124.77      (a)  $180.99      (a) $288.08
                                                                   (b)  $26.00      (b)  $ 79.77      (b)  $135.99      (b) $288.08
       Putnam VT International New Opportunities - Class IA Shares (a)  $81.28      (a)  $140.49      (a)  $206.96      (a) $338.60
                                                                   (b)  $31.28      (b)  $ 95.49      (b)  $161.96      (b) $338.60
       Putnam VT New Value - Class IA Shares                       (a)  $73.40      (a)  $116.96      (a)  $167.98      (a) $262.21
                                                                   (b)  $23.40      (b)  $ 71.96      (b)  $122.98      (b) $262.21
       Putnam VT Vista - Class IA Shares                           (a)  $73.00      (a)  $115.75      (a)  $165.96      (a) $258.16
                                                                   (b)  $23.00      (b)  $ 70.75      (b)  $120.96      (b) $258.16
- ------------------------------------------------------------------------------------------------------------------------------------

Templeton  Variable  Products  Series Fund,  Class 1 Shares
Managed by Franklin Advisers, Inc.
       Franklin Small Cap Investments                              (a)  $75.30      (a)  $122.67
                                                                   (b)  $25.30      (b)  $ 77.67
Managed by Franklin Mutual Advisers, LLC
       Mutual Shares Investments                                   (a)  $75.30      (a)  $122.67      (a)  $177.50      (a) $281.19
                                                                   (b)  $25.30      (b)  $ 77.67      (b)  $132.50      (b) $281.19

Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets                                (a)  $81.88      (a)  $142.26      (a)  $209.86      (a) $344.13
                                                                   (b)  $31.88      (b)  $ 97.26      (b)  $164.86      (b) $344.13
Managed by Templeton Investment Counsel, Inc.
       Templeton International                                     (a)  $73.90      (a)  $118.46      (a)  $170.49      (a) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49      (b) $267.24
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table

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

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

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

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

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

1.   THE ANNUITY CONTRACT

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

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

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

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

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one month after you buy the contract.


Annuity Payments

You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from the:

o    fixed account,
o    the investment portfolio(s), or
o    a combination of both.

If you don't  tell us  otherwise,  your  annuity  payments  will be based on the
investment allocations that were in place on the annuity date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:

1)   the value of your contract in the  investment  portfolio(s)  on the annuity
     date,

2)   the 3% assumed  investment rate used in the annuity table for the contract,
     and

3)   the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed investment rate, your annuity
payments will increase.  Similarly,  if the actual  investment rate is less than
3%, your annuity payments will decrease.

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


Annuity Options

You can choose among income plans. We call those annuity options.  We ask you to
choose an annuity  option when you purchase the  contract.  You can change it at
any time before the annuity date with 30 days notice to us. If you do not choose
an annuity option at the time you purchase the contract, we will assume that you
selected  Option 2 which  provides a life  annuity  with 10 years of  guaranteed
payments.

You can choose one of the following  annuity options or any other annuity option
acceptable to Cova.  After annuity payments begin, you cannot change the annuity
option.

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

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

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



3.   PURCHASE

Purchase Payments

A  purchase  payment  is the money you give us to  invest in the  contract.  The
minimum  we  will  accept  is  $5,000  when  the  contract  is  purchased  as  a
non-qualified  contract.  If you are  purchasing  the contract as part of an IRA
(Individual Retirement Annuity),  401(k) or other qualified plan, the minimum we
will  accept is $2,000.  The  maximum we accept is $1 million  without our prior
approval.  You can make additional  purchase  payments of $500 or more to either
type of contract.


Allocation of Purchase Payments

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

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


Free Look

If you change your mind about owning this contract,  you can cancel it within 10
days after receiving it (or the period required in your state).  When you cancel
the contract within this time period,  Cova will not assess a withdrawal charge.
You will receive back whatever your contract is worth on the day we receive your
request.  In certain states, or if you have purchased the contract as an IRA, we
may be required to give you back your  purchase  payment if you decide to cancel
your contract  within 10 days after receiving it (or whatever period is required
in your state).  If that is the case,  we reserve the right to put your purchase
payment  in the Money  Market  Fund for 15 days  before we  allocate  your first
purchase  payment to the investment  portfolio(s)  you have  selected.  (In some
states,  the period may be longer.) In such case,  we will refund the greater of
purchase payments (less withdrawals) or contract value. Currently, Cova directly
allocates  your  purchase  payment to the  investment  portfolios  and/or  fixed
account you select.


Accumulation Units

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

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

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

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

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

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

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

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

Example:

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



4.   INVESTMENT OPTIONS

The contract offers 50 investment portfolios which are listed below.  Currently,
if you are not participating in an asset allocation program, you can only invest
in 15 investment  portfolios at any one time.  Additional  investment portfolios
may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus. Certain portfolios
contained in the fund prospectuses may not be available with your contract. (See
Appendix B which contains a summary of investment objectives for each investment
portfolio.)


AIM VARIABLE INSURANCE FUNDS, INC.

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

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


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

   Premier Growth Portfolio
   Real Estate Investment Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

American Century Investment Management, Inc. is the investment adviser
to each portfolio. The following portfolios are available under the
contract:

   VP Income & Growth Fund
   VP International Fund
   VP Value Fund

COVA SERIES TRUST

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

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

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

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

   Bond Debenture Portfolio
   Developing Growth Portfolio
   Large Cap Research Portfolio
   Lord Abbett Growth and Income Portfolio
   Mid-Cap Value Portfolio

DREYFUS STOCK INDEX FUND

The Dreyfus Corporation serves as the Fund's manager.  Dreyfus has hired its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund
manager and provide day-to-day management of the Fund's investments.

DREYFUS VARIABLE INVESTMENT FUND

Dreyfus Variable Investment Fund is a mutual fund with multiple portfolios.
The Dreyfus Corporation serves as the investment adviser.  The following
portfolios are available under the contract:

   Dreyfus VIF - Capital Appreciation Portfolio
   Dreyfus VIF - Disciplined Stock Portfolio


GENERAL AMERICAN CAPITAL COMPANY

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

   Money Market Fund


GOLDMAN SACHS VARIABLE INSURANCE TRUST

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

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO Variable Investment Funds, Inc. is a mutual fund with multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
portfolios are available under the contract:

   INVESCO VIF - Dynamics Fund
   INVESCO VIF - High Yield Fund

KEMPER VARIABLE SERIES

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

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

SCUDDER VARIABLE LIFE INVESTMENT FUND

Scudder Variable Life Investment Fund is a mutual fund with multiple portfolios.
Scudder Kemper  Investments,  Inc. is the investment  adviser to each portfolio.
The following portfolio is available under the contract:

   International Portfolio

LIBERTY VARIABLE INVESTMENT TRUST

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

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

MFS VARIABLE INSURANCE TRUST

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

   MFS Emerging Growth Series
   MFS Global Governments Series
     (formerly MFS World Governments Series)
   MFS Growth With Income Series
   MFS High Income Series
   MFS Research Series

PIMCO VARIABLE INSURANCE TRUST

PIMCO Variable Insurance Trust is a mutual fund with multiple portfolios.
Pacific Investment Management Company is the investment adviser to each
portfolio.  The following portfolios are available under the contract:

   PIMCO High Yield Bond Portfolio
   PIMCO Low Duration Bond Portfolio
   PIMCO StocksPLUS Growth and Income Portfolio
   PIMCO Total Return Bond Portfolio

PUTNAM VARIABLE TRUST

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

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


TEMPLETON VARIABLE PRODUCTS SERIES FUND

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

   Franklin Small Cap Investments Fund, Class 1 Shares
   Mutual Shares Investments Fund, Class 1 Shares
   Templeton Developing Markets Fund, Class 1 Shares
   Templeton International Fund, Class 1 Shares

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

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

Transfers

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

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

Cova  reserves  the right to  modify,  terminate  or  suspend  the  Dollar  Cost
Averaging Program.

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

There is no additional  charge for  participating  in the Dollar Cost  Averaging
Program. If you participate in the Dollar Cost Averaging Program,  the transfers
made under the program are not taken into  account in  determining  any transfer
fee. Cova may,  from time to time,  offer other dollar cost  averaging  programs
which may have terms different from those described above.


Automatic Rebalancing Program

Once your money has been allocated to the investment portfolios, the performance
of each  portfolio  may cause  your  allocation  to shift.  You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Automatic  Rebalancing  Program.  You can tell us
whether to rebalance quarterly, semi-annually or annually. We will measure these
periods from the  anniversary of the date we issued your contract.  The transfer
date will be the 1st day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  There  is no  additional  charge  for  participating  in  the  Automatic
Rebalancing  Program. If you participate in the Automatic  Rebalancing  Program,
the transfers  made under the program are not taken into account in  determining
any transfer fee.

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


Approved Asset Allocation Programs

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

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  Currently,  Cova does not charge for  participating  in an
approved asset allocation program.

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

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


Voting Rights

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

Substitution

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

5.   EXPENSES

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


Insurance Charges

Each day, Cova makes a deduction for its  insurance  charges.  Cova does this as
part of its calculation of the value of the  accumulation  units and the annuity
units. The insurance charge has two parts:

1)   the mortality and expense risk premium, and
2)   the administrative expense charge.

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment. Once a year after the first year (and once
a year  during the first year for  purposes of payment of  charitable  remainder
trust  administration  fees),  you can withdraw up to 10% of your total purchase
payments and no withdrawal charge will be assessed on the 10%, if on the day you
make your  withdrawal the value of your contract is $5,000 or more.  Withdrawals
for purposes of payment of charitable  remainder trust  administration  fees are
included in the 10% free withdrawal amount.  Otherwise, the charge is 5% of each
purchase  payment you take out unless the purchase  payment was made more than 5
years ago. After Cova has had a purchase payment for 5 years, there is no charge
when you  withdraw  that  purchase  payment.  Cova does not assess a  withdrawal
charge on earnings  withdrawn  from the  contract.  Earnings  are defined as the
value in your contract minus the remaining  purchase  payments in your contract.
The withdrawal order for calculating the withdrawal charge is shown below.

o    10% of purchase payments free.

o    Remaining  purchase payments that are over 5 years old and not subject to a
     withdrawal charge.

o    Earnings in the contract free.

o    Remaining  purchase payments that are less than 5 years old and are subject
     to a withdrawal charge.

For purposes of calculating the withdrawal charge,  slightly different rules may
apply to Section 1035 exchanges.

When  the  withdrawal  is for  only  part of the  value  of your  contract,  the
withdrawal charge is deducted from the remaining value in your contract.

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

NOTE: For tax purposes, earnings are considered to come out first.

Reduction or Elimination of the Withdrawal Charge

General

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

Nursing Home Waiver

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

Premium Taxes

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

Transfer Fee

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

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


Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

(1)  paid on or after the taxpayer reaches age 59-1/2;

(2)  paid after you die;

(3)  paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

(5)  paid under an immediate annuity; or

(6)  which come from purchase payments made prior to August 14, 1982.


Withdrawals - Qualified Contracts

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


Withdrawals - Tax-Sheltered Annuities

The Code limits the withdrawal of amounts attributable to purchase payments made
under a salary  reduction  agreement  by owners  from  Tax-Sheltered  Annuities.
Withdrawals can only be made when an owner:

(1)  reaches age 59-1/2;
(2)  leaves his/her job;
(3)  dies;
(4)  becomes disabled (as that term is defined in the Code); or
(5)  in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

Diversification

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

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered  the owner of the  shares of the  investment  portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax  treatment  for the  contract.  It is  unknown  to what  extent  owners  are
permitted  to  select  investment  portfolios,   to  make  transfers  among  the
investment portfolios or the number and type of investment portfolios owners may
select from without being considered the owner of the shares. If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the  contract,  could be  treated  as the  owner of the  shares  of the
investment portfolios.

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

7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

(1)  by making a withdrawal (either a partial or a complete withdrawal);

(2)  by electing to receive annuity payments; or

(3)  when a death benefit is paid to your beneficiary.

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.

When you make a complete withdrawal you will receive the withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from all the  investment  portfolios  and the fixed account you selected.  Under
most  circumstances  the amount of any partial  withdrawal  must be for at least
$500.  Cova requires  that after a partial  withdrawal is made you keep at least
$500 in any selected  investment  portfolio.  If the remaining  withdrawal value
would be less  than  $500  ($1,000  in New  Jersey)  after  you  make a  partial
withdrawal,  the  partial  withdrawal  amount will be the  remaining  withdrawal
value.

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

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

Systematic Withdrawal Program

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

Income taxes,  tax penalties  and certain  restrictions  may apply to Systematic
Withdrawals.

Suspension of Payments or Transfers

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

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

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

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

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

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

8.   PERFORMANCE

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

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

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

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

9.   DEATH BENEFIT

Upon Your Death

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

The death benefit is described  below.  The amount of death benefit depends on
how old you or your joint owner is. If you have a joint owner, the death benefit
is  determined  based on the age of the oldest joint owner and the death benefit
is payable on the death of the first joint owner.

DEATH BENEFIT:

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

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

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

3.   The greatest contract value on any contract anniversary while the owner, or
     a joint owner is living,  plus any purchase payments you made subsequent to
     that contract anniversary, less any withdrawals (and any withdrawal charges
     paid on the withdrawals) subsequent to that contract anniversary.

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

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

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

3.   The greatest contract value on any prior contract  anniversary on or before
     your or your joint owner's 80th  birthday,  plus any purchase  payments you
     made subsequent to that contract anniversary, less any withdrawals (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.


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

Payment  under an annuity  option  may only be elected  during the 60 day period
beginning with the date Cova receives  proof of death.  If Cova does not receive
an  election  during  such  time,  it will  make a  single  sum  payment  to the
beneficiary at the end of the 60 day period.


Death of Annuitant

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

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


10.  OTHER INFORMATION

Cova

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

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

On August 26, 1999, it was announced that The Metropolitan Life Insurance
Company would purchase General American Life Insurance Company, the parent
company of Cova.  Metropolitan Life is one of the country's oldest and most
financially sound life insurance organizations.


Year 2000

Cova has developed and initiated plans to assure that its computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

The total cost of  implementing  these plans is not expected to have a material
effect on Cova's  financial  position or results of  operations.  Cova believes
that it has taken all  reasonable  steps to  address  these  potential problems.
There can be no  guarantee,  however,  that the steps  taken  will be adequate
to avoid any adverse impact.


The Separate Account

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

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid  commissions up to 5.63% of purchase  payments but,
under  certain  circumstances,   may  be  paid up to 6.0%.  Sometimes,  Cova
enters into an  agreement  with the  broker-dealer  to pay the broker-dealer
persistency bonuses, in addition to the standard commissions.

Ownership

Owner. You, as the owner of the contract, have all the interest and rights under
the contract.  Prior to the annuity date, the owner is as designated at the time
the  contract is issued,  unless  changed.  On and after the annuity  date,  the
annuitant is the owner (this may be a taxable event).  The  beneficiary  becomes
the owner when a death  benefit is payable.  When this  occurs,  some  ownership
rights may be limited.

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

Beneficiary

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

Assignment

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

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

Financial Statements

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

Table of Contents of the
Statement of Additional Information
     Company
     Experts
     Legal Opinions
     Distribution
     Calculation of Performance Information
     Federal Tax Status
     Annuity Provisions
     Financial Statements

<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History

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

                                                           Period Ended         Year or Period    Year or Period   Year or Period
                                                           6/30/99              Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
<S>                                                         <C>                     <C>
     Beginning of Period                                    $11.77                  $10.00               *                *
     End of Period                                           12.80                   11.77
     Number of Accum. Units Outstanding                    460,824                  183,488
- -----------------------------------------------------------------------------------------------------------------------------------


AIM V.I. International Equity Sub-Account
     Beginning of Period                                    $11.39                  $10.00               *                *
     End of Period                                           11.81                   11.39
     Number of Accum. Units Outstanding                    292,086                  204,072
- -----------------------------------------------------------------------------------------------------------------------------------


AIM V.I. Value Sub-Account
     Beginning of Period                                    $13.06                  $10.00               *                *
     End of Period                                           14.84                   13.06
     Number of Accum. Units Outstanding                  1,270,910                  521,890
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
Premier Growth Sub-Account
     Beginning of Period                                    $14.60                  $10.00               *                *
     End of Period                                           16.40                   14.60
     Number of Accum. Units Outstanding                  1,450,385                  667,854
- -----------------------------------------------------------------------------------------------------------------------------------

Real Estate Investment Sub-Account
     Beginning of Period                                    $ 7.99                  $10.00               *                *
     End of Period                                            8.41                    7.99
     Number of Accum. Units Outstanding                    396,067                  191,411
- -----------------------------------------------------------------------------------------------------------------------------------



Accumulation Unit Value History (continued)


                                                          Period Ended          Year or Period    Year or Period   Year or Period
                                                          6/30/99               Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord, Abbett & Co.

Bond Debenture Sub-Account
     Beginning of Period                                    $13.50                  $12.88            $11.29           $10.10
     End of Period                                           13.54                   13.50             12.88            11.29
     Number of Accum. Units Outstanding                 11,212,098                 8,184,894         3,945,097         659,663
- -----------------------------------------------------------------------------------------------------------------------------------
Developing Growth Sub-Account
     Beginning of Period                                    $11.07                  $10.53            $10.00              *
     End of Period                                           12.72                   11.07             10.53
     Number of Accum. Units Outstanding                  1,738,843                 1,342,201          148,658
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Research Sub-Account
     Beginning of Period                                    $11.83                   $9.90            $10.00              *
     End of Period                                           13.32                   11.83             9.90
     Number of Accum. Units Outstanding                  1,771,421                 1,094,920          124,559
- -----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Growth and Income Sub Account
(Sub-Account commenced operations during  1999.  The value denoted is the initial AUV)
     Beginning of Period                                    $35.90
End of Period                                                39.10
Number of Accum. Units Outstanding                      21,288,159
- ----------------------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account
     Beginning of Period                                    $10.44                  $10.47            $10.00              *
     End of Period                                           11.56                   10.44             10.47
     Number of Accum. Units Outstanding                  2,205,833                 1,642,553          194,386
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by J.P. Morgan Investment Management Inc.

International Equity Sub-Account
     Beginning of Period                                    $12.89                  $11.46            $10.97           $10.21
     End of Period                                           13.53                   12.89             11.46            10.97
     Number of Accum. Units Outstanding                  7,524,017                 7,309,325         5,440,592        1,306,892
- -----------------------------------------------------------------------------------------------------------------------------------

Large Cap Stock Sub-Account
     Beginning of Period                                    $19.43                  $14.89            $11.33           $10.00
     End of Period                                           21.76                   19.43             14.89            11.33
     Number of Accum. Units Outstanding                  9,555,351                 4,178,035         1,473,929        1,389,606
- -----------------------------------------------------------------------------------------------------------------------------------

Quality Bond Sub-Account
     Beginning of Period                                    $11.91                  $11.16            $10.37            $9.90
     End of Period                                           11.58                   11.91             11.16            10.37
     Number of Accum. Units Outstanding                  7,609,203                 3,323,343         1,433,081         508,830
- -----------------------------------------------------------------------------------------------------------------------------------

Select Equity Sub-Account
     Beginning of Period                                    $16.99                  $14.05            $10.84           $10.08
     End of Period                                           18.79                   16.99             14.05            10.84
     Number of Accum. Units Outstanding                 11,657,671                10,544,818         6,903,606        2,044,523
- -----------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account
     Beginning of Period                                    $12.58                  $13.49            $11.31           $10.51
     End of Period                                           13.25                   12.58             13.49            11.31
     Number of Accum. Units Outstanding                  5,470,094                 5,532,610         3,940,243        1,237,405
- ------------------------------------------------------------------------------------------------------------------------------------

     Accumulation Unit Value History (continued)



                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset Management Company

Money Market Sub-Account
     Beginning of Period                                    $11.11                  $10.67            $10.23           $10.00
     End of Period                                           11.30                   11.11             10.67            10.23
     Number of Accum. Units Outstanding                  3,291,555                 1,473,737          311,051          34,964
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management

Goldman Sachs Growth and Income Sub-Account
     Beginning of Period                                    $ 9.91                  $10.00               *                *
     End of Period                                           10.87                   9.91
     Number of Accum. Units Outstanding                    574,475                  467,675
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Goldman Sachs Asset Management International

Goldman Sachs Global Income Sub-Account
     Beginning of Period                                    $10.78                  $10.00               *                *
     End of Period                                           10.55                   10.78
     Number of Accum. Units Outstanding                     23,264                  18,833
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs International Equity Sub-Account
     Beginning of Period                                    $11.40                  $10.00               *                *
     End of Period                                           11.63                   11.40
     Number of Accum. Units Outstanding                    179,215                  112,824
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

Kemper Government Securities Sub-Account
     Beginning of Period                                    $10.56                  $10.00               *                *
     End of Period                                           10.49                   10.56
     Number of Accum. Units Outstanding                    151,786                  59,712
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Growth Sub-Account
     Beginning of Period                                    $11.68                  $10.00               *                *
     End of Period                                           12.08                   11.68
     Number of Accum. Units Outstanding                    115,827                  76,492
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Value Sub-Account
     Beginning of Period                                    $ 8.75                  $10.00               *                *
     End of Period                                            9.21                   8.75
     Number of Accum. Units Outstanding                    447,154                  245,092




Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ----------------------------------------------------------------------------------------------------------------------------------
Liberty Variable Investment Trust
Managed by Newport Fund Management, Inc.

Newport Tiger Fund, Variable Sub-Account
     Beginning of Period                                    $ 9.23                  $10.00               *                *
     End of Period                                           11.85                   9.23
     Number of Accum. Units Outstanding                     35,478                  31,936
- ----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

MFS Emerging Growth Sub-Account
     Beginning of Period                                    $13.23                  $10.00               *                *
     End of Period                                           14.83                   13.23
     Number of Accum. Units Outstanding                    918,911                  539,659
- ---------------------------------------------------------------------------------------------------------------------------------

MFS Global Governments Sub-Account
     Beginning of Period                                    $10.67                  $10.00               *                *
     End of Period                                           10.29                   10.67
     Number of Accum. Units Outstanding                      4,832                   2,082
- ---------------------------------------------------------------------------------------------------------------------------------

MFS Growth With Income Sub-Account
     Beginning of Period                                    $12.07                  $10.00               *                *
     End of Period                                           12.68                   12.07
     Number of Accum. Units Outstanding                  1,049,025                  581,434
- ---------------------------------------------------------------------------------------------------------------------------------

MFS High Income Sub-Account
     Beginning of Period                                    $ 9.85                  $10.00               *                *
     End of Period                                           10.26                   9.85
     Number of Accum. Units Outstanding                    347,989                  219,209
- ---------------------------------------------------------------------------------------------------------------------------------

MFS Research Sub-Account
     Beginning of Period                                    $12.17                  $10.00               *                *
     End of Period                                           13.16                   12.17
     Number of Accum. Units Outstanding                    760,925                  464,786
- ---------------------------------------------------------------------------------------------------------------------------------

Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Putnam Variable Trust
Managed by Putnam Investment Management, Inc.

Putnam VT Growth and Income Sub-Account
     Beginning of Period                                    $11.38                  $10.00               *                *
     End of Period                                           12.50                   11.38
     Number of Accum. Units Outstanding                  1,803,717                1,115,668
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT International Growth Sub-Account
     Beginning of Period                                    $11.71                  $10.00               *                *
     End of Period                                           13.06                   11.71
     Number of Accum. Units Outstanding                    965,233                  530,055
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT International New Opportunities Sub-Account
     Beginning of Period                                    $11.40                  $10.00               *                *
     End of Period                                           13.54                   11.40
     Number of Accum. Units Outstanding                     69,696                  52,809
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT New Value Sub-Account
     Beginning of Period                                    $10.48                  $10.00               *                *
     End of Period                                           11.90                   10.48
     Number of Accum. Units Outstanding                     62,091                  42,091
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam VT Vista Sub-Account
     Beginning of Period                                    $11.79                  $10.00               *                *
     End of Period                                           13.20                   11.79
     Number of Accum. Units Outstanding                    259,037                  151,405
- -----------------------------------------------------------------------------------------------------------------------------------


Accumulation Unit Value History (continued)


                                                            Period Ended        Year or Period    Year or Period   Year or Period
                                                            6/30/99             Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Variable Products Series Fund,
Class 1 Shares

Managed by Franklin Advisers, Inc.
Franklin Small Cap Investments Sub-Account (Sub-Account commenced operations during
1999.  The value denoted is the initial AUV.)
     Beginning of Period                                    $10.00
     End of Period                                           12.11
     Number of Accum. Units Outstanding                     15,066
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Franklin Mutual Advisers, LLC

Mutual Shares Investments Sub-Account
     Beginning of Period                                    $ 9.63                  $10.00               *                *
     End of Period                                           11.01                   9.63
     Number of Accum. Units Outstanding                    191,430                  106,035
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Asset Management Ltd.
Templeton Developing Markets Sub-Account
     Beginning of Period                                    $ 7.55                  $10.00               *                *
     End of Period                                           10.74                   7.55
     Number of Accum. Units Outstanding                    224,256                  89,960
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.

Templeton International Sub-Account
     Beginning of Period                                    $ 9.14                  $10.00               *                *
     End of Period                                           10.01                   9.14
     Number of Accum. Units Outstanding                    576,554                  164,775
- -----------------------------------------------------------------------------------------------------------------------------------


<FN>
* The Mid-Cap Value, Large Cap Research and Developing Growth Portfolios started
regular  investment  operations  on August 20, 1997.  The Lord Abbett Growth and
Income Portfolio  commenced  regular  investment  operations on January 8, 1999.
Separate  Account  inception  dates in the other  investment  portfolios  are as
follows:  AIM Variable Insurance Funds, Inc.,  Alliance Variable Products Series
Fund, Inc.,  Kemper Variable  Series,  Liberty  Variable  Investment  Trust, MFS
Variable Insurance Trust, Oppenheimer Variable Account Funds and Putnam Variable
Trust - December 31, 1997;  General  American  Capital  Company - June 3, 1996;
Goldman Sachs Variable Insurance Trust - January 29, 1998; and Templeton Variable
Products Series Fund - May 1, 1998 (except March 1, 1999 for the Franklin Small
Cap Investments Fund).
</FN>
</TABLE>

                                 APPENDIX B

                    PARTICIPATING INVESTMENT PORTFOLIOS

Below are the investment objectives of each investment portfolio available
under the Contract.  THERE CAN BE NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES WILL BE ACHIEVED.

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

     AIM V.I. CAPITAL APPRECIATION FUND

Investment Objective: The Fund's investment objective is growth of capital
through investment in common stock, with emphasis on medium- and small-sized
growth companies.  The Fund may also investment up to 20% of its total assets
in foreign securities.

     AIM V.I. INTERNATIONAL EQUITY FUND

Investment  Objective:  The Fund's investment  objective is to provide long-term
growth of capital by  investing  in a  diversified  portfolio  of  international
equity securities whose issuers are considered to have strong earnings momentum.
The Fund seeks to meet this  objective  by  investing  at least 70% of its total
assets in marketable equity securities of foreign companies that are listed on a
recognized foreign securities  exchange or traded in a foreign  over-the-counter
market.  The Fund will  normally  invest in  companies  located in at least four
countries outside of the United States,  emphasizing  investment in companies in
the developed  countries of Western Europe and the Pacific  Basin.  The Fund may
invest up to 20% of its  total  assets  in  securities  of  issuers  located  in
developing  countries,  i.e.,  those  that are in the  initial  stages  of their
industrial  cycles.  The  Fund  may  invest  up to 20% of its  total  assets  in
securities  exchangeable  for or convertible  into equity  securities of foreign
companies.

     AIM V.I. VALUE FUND

Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  primarily  in equity  securities  judged by the
Fund's investment advisor to be undervalued relative to the investment advisor's
appraisal  of the current or  projected  earnings of the  companies  issuing the
securities,  or  relative  to  current  market  values  of  assets  owned by the
companies  issuing the  securities or relative to the equity  market  generally.
Income is a secondary  objective.  The Fund may also invest in preferred  stocks
and debt  instruments  that have prospects for growth of capital.  The Fund also
may invest up to 25% of its total assets in foreign securities.


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

     PREMIER GROWTH PORTFOLIO

Investment Objective: The Portfolio's investment objective is growth of capital
by pursuing aggressive investment policies.  The Portfolio invests primarily
in equity securities of U.S. companies.  Normally, the Portfolio invests in
about 40-50 companies, with the 25 most highly regarded of these companies
usually constituting approximately 70% of the Portfolio's net assets.

     REAL ESTATE INVESTMENT PORTFOLIO

Investment Objective: The Portfolio's investment objective is total return from
long-term growth of capital and income principally through investing in equity
securities of companies that are primarily engaged in or related to the real
estate industry.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:
American Century Investment Management, Inc. is the investment
adviser to each portfolio. The following portfolios are available  under
the contract:

     VP INCOME & GROWTH FUND

Investment Objective: The Fund seeks dividend growth, current income and capital
appreciation by investing in common stocks.

     VP INTERNATIONAL FUND

Investment Objective: The Fund seeks capital growth by investing in stocks
of companies that the adviser believes will increase in value over time.

     VP VALUE FUND

Investment Objective: The Fund seeks long-term capital growth by investing
primarily in common stocks.  Income is a secondary objective.

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

PORTFOLIOS MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.:

     INTERNATIONAL EQUITY PORTFOLIO

Investment Objective: The International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.

     LARGE CAP STOCK PORTFOLIO

Investment  Objective:  The Large Cap Stock Portfolio seeks to provide long-term
growth of capital and income by investing  primarily in  dividend-paying  common
stock. The Portfolio will typically hold approximately 300 stocks.

     QUALITY BOND PORTFOLIO

Investment  Objective:  The Quality Bond Portfolio seeks to provide a high total
return  consistent with moderate risk of capital and maintenance of liquidity by
investing at least 65% of its assets in bonds under normal circumstances.

     SELECT EQUITY PORTFOLIO

Investment  Objective:  The Select Equity  Portfolio seeks to provide  long-term
growth of capital and income by investing  primarily in  dividend-paying  common
stock. The Portfolio will typically hold between 60 and 90 stocks.

     SMALL CAP STOCK PORTFOLIO

Investment  Objective:  The Small Cap Stock  Portfolio  seeks to  provide a high
total return from a portfolio of equity securities of small companies.

PORTFOLIOS MANAGED BY LORD, ABBETT & CO.:

     BOND DEBENTURE PORTFOLIO

Investment Objective: The Bond Debenture Portfolio seeks to provide high current
income and the  opportunity  for  capital  appreciation  to produce a high total
return  through  a  professionally-managed  portfolio  consisting  primarily  of
convertible and discount debt securities, many of which are lower rated.

     DEVELOPING GROWTH PORTFOLIO

Investment Objective:  The Developing Growth Portfolio seeks long-term growth of
capital  through a  diversified  and  actively-managed  portfolio  consisting of
developing growth companies, many of which are traded over the counter.

     LARGE CAP RESEARCH PORTFOLIO

Investment  Objective:  The Large Cap Research Portfolio seeks growth of capital
and growth of income  consistent  with  reasonable  risk.  Production of current
income is a secondary  consideration.  The Portfolio invests primarily in common
stocks, including securities convertible into common stocks.

     LORD ABBETT GROWTH AND INCOME PORTFOLIO

Investment  Objective:  The Lord  Abbett  Growth and Income  Portfolio  seeks to
achieve long-term growth of capital and income without excessive  fluctuation in
market value.  The Portfolio will normally  invest in common  stocks,  including
securities convertible into common stocks, of large, seasoned companies in sound
financial  condition,  which common  stocks are  expected to show  above-average
price appreciation.

     MID-CAP VALUE PORTFOLIO

Investment Objective: The Mid-Cap Value Portfolio seeks capital appreciation
through investments, primarily in equity securities, which are believed to be
undervalued in the marketplace.

DREYFUS STOCK INDEX FUND
The Dreyfus Corporation serves as the Fund's manager.  Dreyfus has hired its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund
manager and provide day-to-day management of the Fund's investments.

Investment Objective: The Fund seeks to match the total return of the S&P 500.
To pursue this goal, the Fund generally invests in all 500 stocks in the S&P
500 in proportion to their weighting in the index.

DREYFUS VARIABLE INVESTMENT FUND:
The Dreyfus Variable Investment Fund is a mutual fund with multiple
portfolios.  The Dreyfus Corporation serves as the investment adviser.  The
following portfolios are available under the contract:

     CAPITAL APPRECIATION PORTFOLIO

Investment Objective: The Portfolio seeks long-term capital growth consistent
with the preservation of capital; current income is a secondary goal.  To pursue
these goals, the Portfolio invests in common stocks focusing on "blue chip"
companies with total market values of more than $5 billion at the time of
purchase.  These established companies have demonstrated sustained patterns
of profitability, strong balance sheets, an expanding global presence and the
potential to achieve predictable, above-average earnings growth.

     DISCIPLINED STOCK PORTFOLIO

Investment Objective: The Portfolio seeks investment returns (consisting of
capital appreciation and income) that are greater than the total return
performance of stocks represented by the Standard & Poor's 500 Composite
Stock Price Index (S&P 500).  To pursue this goal, the Portfolio invests in
a blended portfolio of growth and value stocks chosen through a disciplined
investment process.  Consistency of returns and stability of the Portfolio's
share price compared to the S&P 500 are primary goals of the process.

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

     MONEY MARKET FUND

Investment Objective: The Money Market Fund's investment objective is to provide
investors  with  current  income  while   preserving   capital  and  maintaining
liquidity.  The Fund seeks to achieve this  objective by investing  primarily in
high-quality, short-term money market instruments. The Fund purchases securities
that meet the quality, maturity, and diversification  requirements applicable to
money market funds.

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

     GOLDMAN SACHS GLOBAL INCOME FUND

Investment Objective: The Fund seeks a high total return, emphasizing current
income, and, to a lesser extent, providing opportunities for capital
appreciation.  The Fund invests primarily in a portfolio of high quality
fixed-income securities of U.S. and foreign issuers and enters into
transactions in foreign currencies.

     GOLDMAN SACHS GROWTH AND INCOME FUND

Investment Objective: The Fund seeks long-term growth of capital and growth of
income by investing in large capitalization U.S. stocks that are believed to
be undervalued or undiscovered in the marketplace.

    GOLDMAN SACHS INTERNATIONAL EQUITY FUND

Investment Objective: The Fund seeks long-term capital appreciation by investing
primarily in equity securities of companies organized outside the United States
or whose securities are principally traded outside the United States.


INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO Variable Investment Funds, Inc. is a mutual fund with multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
portfolios are available under the contract:

     INVESCO VIF - DYNAMICS FUND

Investment Objective: The Fund tries to buy securities that will increase in
value over the long term.  It is aggressively managed.  Because its strategy
includes many short-term factors - including current information about a
company, investor interest, price movements of a company's securities and
general market and monetary conditions - securities in its portfolio usually
are bought and sold relatively frequently.  The Fund invests in a variety of
securities that the adviser believes present opportunities for capital growth -
primarily common stocks of companies traded on U.S. securities exchanges, as
well as over-the-counter.  The Fund also may invest in preferred stocks (which
generally pay higher dividends than common stocks) and debt instruments that
are convertible into common stocks, as well as in securities of foreign
companies.

     INVESCO VIF - HIGH YIELD FUND

Investment Objective:  The Fund seeks to provide a high level of current income,
with growth of capital as a secondary objective. It invests substantially all of
its assets in lower-rated  debt  securities,  commonly  called "junk bonds," and
preferred stock,  including  securities issued by foreign companies.  These debt
securities are highly  sensitive to changes in interest  rates;  in general,  as
interest rates rise,  the value of these  securities  will decline.  Because the
debt  securities  held by the  Fund  tend  to be  lower  rated,  they  are  more
susceptible  to the impact of overall  fluctuations  in the economy  than other,
higher-rated  debt securities.  Although these securities carry with them higher
risks, they generally provide higher yields - and therefore higher income - than
higher-rated debt securities.

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

     KEMPER GOVERNMENT SECURITIES PORTFOLIO

Investment Objective: Kemper Government Securities seeks high current return
consistent with preservation of capital.  The Portfolio pursues its objective
by investing at least 65% of its total assets in U.S. Government securities
and repurchase agreements of U.S. Government securities.

     KEMPER SMALL CAP GROWTH PORTFOLIO

Investment Objective: Kemper Small Cap Growth Portfolio seeks maximum
appreciation of investors' capital. The Portfolio pursues its objective by
investing at least 65% of its total assets in small capitalization stocks
similar in size to those companies comprising the Russell 2000 Index.  Many
of these companies would be in the early stages of their life cycle.  Equity
securities in which the Portfolio invests consist primarily of common stocks,
but may include convertible securities, including warrants and rights.

     KEMPER SMALL CAP VALUE PORTFOLIO

Investment Objective: Kemper Small Cap Value Portfolio seeks long-term capital
appreciation.  The Portfolio pursues its investment objective by investing
primarily in a diversified portfolio of the stocks of small U.S. companies,
which are those similar in size to those comprising the Russell 2000 Index and
that the investment manager believes to be undervalued.  Under normal market
conditions, the Portfolio invests at least 65% of its assets in small
capitalization stocks similar in size to those comprising the Russell 2000
Index.

SCUDDER VARIABLE LIFE INVESTMENT FUND:
The Scudder Variable Life Investment Fund is a mutual fund with multiple
portfolios.  Scudder Kemper Investments, Inc. is the investment adviser to each
portfolio.  The following portfolio is available under the contract:

     INTERNATIONAL PORTFOLIO

Investment Objective: The International Portfolio seeks long-term growth of
capital primarily through diversified holdings of marketable foreign equity
investments.

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

     NEWPORT TIGER FUND, VARIABLE SERIES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal  market  conditions,  the Fund  invests  primarily in stocks of companies
located in the nine Tiger  countries of Asia.  The Tigers of Asia are Hong Kong,
Singapore,  South Korea, Taiwan,  Malaysia,  Thailand,  Indonesia,  The People's
Republic of China and the Philippines.  The Fund typically  invests in stocks of
larger, well-established companies.

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

     MFS EMERGING GROWTH SERIES

Investment  Objective:  The Series' investment  objective is long term growth of
capital. The Series invests, under normal market conditions, at least 65% of its
total  assets in  common  stocks  and  related  securities  of  emerging  growth
companies.

     MFS GLOBAL GOVERNMENTS SERIES

Investment Objective: The Series' investment objective is to provide income
and capital appreciation.  The Series invests primarily in U.S. and foreign
government securities.  Prior to May 1, 1999, the Series' investment objective
was to seek not only preservation but also growth of capital, together with
moderate current income.

     MFS GROWTH WITH INCOME SERIES

Investment Objective: The Series' investment objective is to provide reasonable
current income and long-term growth of capital and income.  The Series invests,
under normal market conditions, at least 65% of its total assets in common
stocks and related securities.

     MFS HIGH INCOME SERIES

Investment  Objective:  The  Series'  investment  objective  is to provide  high
current income by investing  primarily in a professionally  managed  diversified
portfolio of fixed income securities, some of which may involve equity features.
The Series invests,  under normal market  conditions,  at least 80% of its total
assets in high yield fixed income  securities  which  generally  are lower rated
bonds  commonly known as junk bonds.  Junk bonds are subject to a  substantially
higher degree of risk than higher rated bonds.

     MFS RESEARCH SERIES

Investment  Objective:  The Series' investment  objective is long-term growth of
capital and future income.  The Series invests,  under normal market conditions,
at least 80% of its total assets in common stocks and related  securities,  such
as preferred stocks, convertible securities and depositary receipts.

PIMCO VARIABLE INSURANCE TRUST:
PIMCO Variable Insurance Trust is a mutual fund with multiple portfolios.
Pacific Investment Management Company is the investment adviser to each
portfolio.  The following portfolios are available under the contract:

     PIMCO HIGH YIELD BOND PORTFOLIO

Investment  Objective:  The High Yield Bond  Portfolio  seeks to maximize  total
return,   consistent  with  preservation  of  capital  and  prudent   investment
management.  The High Yield Bond Portfolio invests under normal circumstances at
least 65% of its assets in a diversified  portfolio of high yield bonds rated at
least B by Moody's or S&P,  or, if unrated,  determined  by the adviser to be of
comparable quality.

     PIMCO LOW DURATION BOND PORTFOLIO

Investment  Objective:  The Low Duration Bond Portfolio  seeks to maximize total
return,   consistent  with  preservation  of  capital  and  prudent   investment
management.  The Low Duration Bond Portfolio invests under normal  circumstances
at  least  65%  of  its  assets  in a  diversified  portfolio  of  fixed  income
instruments of varying maturities.

     PIMCO STOCKSPLUS GROWTH AND INCOME PORTFOLIO

Investment  Objective:  The  StocksPLUS  Growth  and Income  Portfolio  seeks to
achieve a total return which  exceeds the total  return  performance  of the S&P
500.  The  StocksPLUS  Growth and  Income  Portfolio  invests in common  stocks,
options,  futures, options on futures and swaps. Under normal market conditions,
the Portfolio  invests  substantially  all of its assets in S&P 500 derivatives,
backed by a portfolio of fixed income instruments.

     PIMCO TOTAL RETURN BOND PORTFOLIO

Investment  Objective:  The PIMCO Total Return Bond Portfolio  seeks to maximize
total return,  consistent with  preservation  of capital and prudent  investment
management.  The Total Return Bond Portfolio invests under normal  circumstances
at  least  65%  of  its  assets  in a  diversified  portfolio  of  fixed  income
instruments of varying maturities.

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

     PUTNAM VT GROWTH AND INCOME FUND, CLASS IA SHARES

Investment Objective: The Fund seeks capital growth and current income. The Fund
invests  primarily  in "value"  stocks,  that offer the  potential  for  capital
growth,  current  income,  or both.  Value  stocks  are those  that the  adviser
believes are currently undervalued compared to their true worth.

     PUTNAM VT INTERNATIONAL GROWTH FUND, CLASS IA SHARES

Investment  Objective:  The  Fund  seeks  capital  appreciation.   Under  normal
conditions,  the Fund generally  diversifies its  investments  among a number of
different  countries  by  investing at least 65% of its total assets in at least
three countries other than the United States. The Fund may invest in both growth
and value stocks.

     PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND, CLASS IA SHARES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal market  conditions,  the Fund generally invests at least 65% of its total
assets in at least  three  countries  other  than the  United  States.  The Fund
invests  mainly in growth  stocks,  which are stocks  issued by companies  whose
earnings  the adviser  believes  are likely to grow faster than the economy as a
whole.

     PUTNAM VT NEW VALUE FUND, CLASS IA SHARES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal market  conditions,  the Fund invests in value  stocks,  which are common
stocks that the adviser  believes  are  undervalued  at the time of purchase and
have the potential for long-term capital appreciation.

     PUTNAM VT VISTA FUND, CLASS IA SHARES

Investment Objective: The Fund seeks capital appreciation.  The Fund invests
mainly in "growth" stocks that are issued by companies whose earnings the
adviser believes are likely to grow faster than the economy as a whole.  The
Fund mainly buys stocks of medium size companies, although the Fund may
invest in companies of any size.

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

     FRANKLIN SMALL CAP INVESTMENTS FUND

Investment  Objective:  The Fund's  investment goal is long-term capital growth.
Under normal market  conditions,  the Fund will invest at least 65% of its total
assets in equity  securities  of U.S.  small  capitalization  (small cap) growth
companies. Small cap companies are generally those with market cap values (share
price times the number of common stocks  outstanding) of less than $1.5 billion,
at the time of purchase.

     MUTUAL SHARES INVESTMENTS FUND

Investment  Objective:  The Fund's principal goal is capital  appreciation.  Its
secondary goal is income.  Under normal market conditions,  the Fund will invest
at least 65% of its total  assets in equity  securities  of  companies  that the
manager  believes are  available  at market  prices less than their actual value
based on certain recognized or objective criteria (intrinsic value).

     TEMPLETON DEVELOPING MARKETS FUND

Investment   Objective:   The  Fund's   investment  goal  is  long-term  capital
appreciation.  Under normal market conditions, the Fund will invest at least 65%
of its total assets in emerging market equity securities. Emerging market equity
securities generally include equity securities that trade in emerging markets or
are issued by companies that have their principal  activities in emerging market
countries.

     TEMPLETON INTERNATIONAL FUND

Investment  Objective:  The Fund's  investment goal is long-term capital growth.
Under normal market  conditions,  the Fund will invest at least 65% of its total
assets in the equity securities of companies located outside the U.S., including
in  emerging  markets.  While  there  are no set  percentage  targets,  the Fund
generally invests in large- to medium-cap  companies with market  capitalization
values (share price times the number of common stock shares outstanding) greater
than $1.5 billion,  but may invest a small portion in small-cap  companies which
have more risk.




<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION

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

Note:  The figures  below present  investment  performance  information  for the
periods ended June 30, 1999. While these numbers represent the returns as of
that date, they do not represent performance information of the portfolios since
that date.  Performance  information for the periods after June 30, 1999 may
be different than the numbers shown below.

PART 1 - SEPARATE ACCOUNT PERFORMANCE

The  portfolios  listed below began  operations  before  June 30, 1999. As a
result,   performance  information  is  available  for  the  accumulation  units
investing in these portfolios.

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

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and fees and expenses of each portfolio.

o    Performance figures shown for sub-accounts in existence for less than one
     year are not annualized.

Total Return for the periods ended 6/30/99:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

AIM Variable Insurance
Funds, Inc.
   AIM V.I. Capital
<S>                                 <C>   <C>               <C>                    <C>               <C>                  <C>
     Appreciation                   12/31/97                 9.58%        - -      15.01%            14.20%     - -       17.96%
   AIM V.I. International
     Equity                         12/31/97                (4.49)%       - -       8.77%             0.11%     - -       11.79%
   AIM V.I. Value                   12/31/97                21.54%        - -      27.38%            26.16%     - -       30.21%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products
Series Fund, Inc.
   Premier Growth                   12/31/97                23.94%        - -      36.41%            28.57%     - -      39.17%
   Real Estate Investment           12/31/97               (14.11)%       - -     (14.27)%           (9.52)%    - -     (10.93)%
- -----------------------------------------------------------------------------------------------------------------------------------



APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

Cova Series Trust
   Bond Debenture                   5/1/96                  (4.43)%       - -       8.41%             0.17%     - -        9.69%
   Developing Growth                8/20/97                  7.85%        - -      11.50%            12.47%     - -       13.81%
   International Equity             5/1/96                  (1.00)%       - -       7.99%             3.60%     - -        9.28%
   Large Cap Research               8/20/97                 12.81%        - -      14.38%            17.42%     - -       16.64%
   Large Cap Stock                  5/1/96                  18.60%        - -      26.85%            23.22%     - -       27.81%
   Lord Abbett Growth and Income    1/8/99                    - -         - -       3.78%              - -      - -        8.89%
   Mid-Cap Value                    8/20/97                 (1.47)%       - -       5.70%             3.13%     - -        8.09%
   Quality Bond                     5/1/96                  (4.11)%       - -       3.69%             0.49%     - -        5.09%
   Select Equity                    5/1/96                  14.32%        - -      20.66%            18.94%     - -       21.71%
   Small Cap Stock                  5/1/96                 (10.08)%       - -       6.25%            (5.49)%    - -        7.58%
- -----------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
   Money Market                     6/3/96                  (0.86)%       - -       2.58%             3.75%     - -        4.05%
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable
Insurance Trust
   Goldman Sachs
     Global Income                  1/29/98                (2.14)%        - -       0.57%             2.46%     - -        3.86%
   Goldman Sachs Growth
     and Income                     1/29/98                (3.76)%        - -       2.77%             0.84%     - -        6.04%
   Goldman Sachs
     International Equity           1/29/98                (2.86)%        - -       8.02%             1.75%     - -       11.24%
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
   Kemper Government
     Securities                     12/31/97                (2.43)%       - -       0.11%             2.17%     - -        3.23%
   Kemper Small Cap Growth          12/31/97                 2.78%        - -      10.44%             7.39%     - -       13.44%
   Kemper Small Cap Value           12/31/97               (13.92)%       - -      (8.58)%           (9.33)%    - -       (5.34)%
- ----------------------------------------------------------------------------------------------------------------------------------


APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

Liberty Variable Investment Trust
   Newport Tiger Fund,
     Variable Series                12/31/97                57.30%        - -       9.01%            61.96%     - -      12.02%
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust

   MFS Emerging Growth              12/31/97                18.17%        - -      27.28%            22.79%    - -        30.11%
   MFS Global Governments           12/31/97                (3.45)%       - -      (1.21)%            1.15%    - -         1.93%
   MFS Growth With Income           12/31/97                 5.34%        - -      14.27%             9.95%    - -        17.22%
   MFS High Income                  12/31/97                (5.89)%       - -      (1.40)%           (1.29)%   - -         1.75%
   MFS Research                     12/31/97                 6.82%        - -      17.21%            11.43%    - -        20.14%
- ------------------------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

Putnam Variable Trust
   Putnam VT Growth and
     Income - Class IA Shares       12/31/97                 9.91%        - -      13.14%            14.53%      - -      16.11%
   Putnam VT International
     Growth - Class IA Shares       12/31/97                 5.18%        - -      16.62%             9.79%      - -      19.55%
   Putnam VT International
     New Opportunities -
     Class IA Shares                12/31/97                12.55%        - -      19.54%            17.17%      - -      22.44%
   Putnam VT New Value -
     Class IA Shares                12/31/97                10.77%        - -       9.32%            15.38%      - -      12.33%
   Putnam VT Vista -
     Class IA Shares                12/31/97                 9.06%        - -      17.47%            13.68%      - -      20.39%
- -----------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund, Class 1 Shares
  *Franklin Small Cap Investments   3/1/99                   - -          - -      15.98%             - -        - -     21.10%
  *Mutual Shares Investments        5/1/98                 11.16%         - -       4.60%            15.78%      - -      8.61%
  *Templeton Developing
     Markets                        5/1/98                 41.04%         - -       2.28%            45.69%      - -      6.30%
   Templeton International          5/1/98                 (0.68)%        - -      (3.92)%            3.92%      - -      0.13%

*Past expense reductions by the manager increased returns.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION (continued)
PART 2 - HISTORICAL FUND PERFORMANCE

The  contracts  are  relatively  new and  therefore  have a limited  performance
history.  However,  certain  portfolios have been in existence for some time and
have an  investment  performance  history.  In order to show how the  historical
performance of the portfolios  affects the contract's  accumulation unit values,
the following performance information was developed.

The information is based upon the historical experience of the portfolios and is
for the periods shown.  The chart below shows the investment  performance of the
portfolios and the accumulation unit performance calculated by assuming that the
contracts were invested in the portfolios for the same periods.

o    The  performance  figures in Column A reflect the fees and expenses paid by
     each portfolio.

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

o    Column C presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges and the fees and expenses of each portfolio.

o    Performance figures shown for portfolios in existence for less than one
     year are not annualized.

Total Return for the periods ended 6/30/99
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

AIM Variable Insurance Funds, Inc.
   AIM V.I. Capital
<S>                       <C> <C>         <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>       <C>
     Appreciation         5/5/93          15.81%    21.16%    18.88%     9.58%    19.66%   17.38%     14.20%    19.76%    17.48%
   AIM V.I.
     International Equity 5/5/93           1.52%    12.82%    13.02%    (4.49)%   11.32%   11.52%      0.11%    11.42%    11.62%
   AIM V.I. Value         5/5/93          27.94%    25.41%    22.63%    21.54%    23.91%   21.13%     26.16%    24.01%    21.23%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
   Premier Growth         6/26/92         30.38%   32.57%     25.64%    23.94%    31.07%   24.14%     28.57%    31.17%    24.24%
   Real Estate
     Investment           1/9/97          (8.25)%   - -        2.34%    (14.11)%   - -     (3.66)%    (9.52)%    - -       0.94%
- ------------------------------------------------------------------------------------------------------------------------------------

American Century Variable Portfolios, Inc.

   VP Income & Growth    10/30/97         18.54%    - -       27.61%    12.54%     - -     21.61%     17.14%     - -      26.21%
   VP International       5/1/94           1.74%   13.53%     12.59%    (4.26)%   12.03%   11.09%      0.34%    12.13%    11.19%
   VP Value               5/1/96          11.98%    - -       17.79%     5.98%     - -     11.79%     10.58%     - -      16.39%
- -----------------------------------------------------------------------------------------------------------------------------------

Dreyfus Stock Index       9/29/89         22.36%   27.36%     17.57%    16.36%    25.86%   16.07%     20.96%    25.96%    16.17%
- -----------------------------------------------------------------------------------------------------------------------------------

Dreyfus Variable Investment Fund
   Dreyfus VIF - Capital
     Appreciation         4/5/93          15.86%   26.10%     21.12%     9.86%    24.60%   19.62%     14.46%    24.70%    19.72%
   Dreyfus VIF -
     Disciplined Stock    5/1/96          18.85%    - -       28.12%    12.85%     - -     22.12%     17.45%     - -      26.72%
- -----------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
   Money Market           10/1/87          5.21%    5.54%      5.53%     (0.86)%   4.04%    4.03%      3.75%     4.14%     4.13%
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
   Goldman Sachs
     Global Income        1/12/98          3.91%    - -        4.53%     (2.14)%   - -     (1.47)%     2.46%     - -       3.13%
   Goldman Sachs
     Growth and Income    1/12/98          2.26%    - -       10.96%     (3.76)%   - -      4.96%      0.84%     - -       9.56%
   Goldman Sachs
     International Equity 1/12/98          3.18%    - -       15.36%     (2.86)%   - -      9.36%      1.75%     - -      13.96%
- ------------------------------------------------------------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc.
   INVESCO VIF - Dynamics 8/25/97         21.92%    - -       23.84%     15.92%    - -     17.84%     20.52%     - -      22.44%
   INVESCO VIF - High Yield 5/27/94         1.73%   12.18%     11.92%     (4.27)%  10.68%   10.42%      0.33%    10.78%    10.52%
- ------------------------------------------------------------------------------------------------------------------------------------


APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99:
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

Kemper Variable Series
   Kemper Government
     Securities           9/3/87           3.61%    7.41%      7.51%     (2.43)%   5.91%    6.01%       2.17%    6.01%     6.11%
   Kemper Small
     Cap Growth           5/2/94           8.90%   23.95%     22.60%      2.78%   22.45%   21.10%       7.39%   22.55%    21.20%
   Kemper Small
     Cap Value            5/1/96          (8.04)%    - -       4.98%    (13.92)%   - -     (1.02)%     (9.33)%   - -       3.58%
- -----------------------------------------------------------------------------------------------------------------------------------

Scudder Variable Life Investment Fund
           International  5/1/87           7.99%   12.28%     11.61%      1.99%   10.78%   10.11%       6.59%   10.88%    10.21%
- -----------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   Newport Tiger Fund,
     Variable Series      5/1/95          64.19%     - -       1.65%    57.30%     - -     (4.35)%     61.96%    - -       0.25%
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   MFS Emerging
     Growth               7/24/95         24.52%     - -      26.65%     18.17%    - -     20.65%     22.79%     _ _      25.25%
   MFS Global
     Governments          6/14/94          2.58%     4.40%     4.40%     (3.45)%   2.90%    2.90%      1.15%     3.00%     3.00%
   MFS Growth
     With Income          10/9/95         11.50%     - -      24.02%      5.34%    - -     18.02%      9.95%     _ _      22.62%
   MFS High Income        7/26/95          0.10%     - -       8.95%     (5.89)%   - -      2.95%     (1.29)%    _ _       7.55%
   MFS Research           7/26/95         13.00%     - -      22.00%      6.82%    - -     16.00%     11.43%     _ _      20.60%
- ------------------------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 6/30/99:
- -----------------------------------------------------------------------------------------------------------------------------------


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

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

PIMCO Variable Insurance Trust

   PIMCO High Yield Bond  4/30/98         2.28%      - -       2.83%   (3.72)%     - -     (3.17)%     0.88%     - -       1.43%
   PIMCO Low Duration
     Bond                 2/16/99         - -        - -       1.28%     - -       - -     (4.34)%     - -       - -       0.76%
   PIMCO StocksPLUS
     Growth and Income   12/31/97        23.86%      - -      28.16%   17.86%      - -     22.16%     22.46%     - -      26.76%
   PIMCO Total Return
     Bond                12/31/97         3.55%      - -       4.42%   (2.45)%     - -     (1.58)%     2.15%     - -       3.02%
- -----------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth
     and Income -
     Class IA Shares      2/1/88         16.14%     21.98%    15.93%    9.91%     20.48%   14.43%     14.53%    20.58%    14.53%
   Putnam VT International
     Growth - Class
     IA Shares            1/2/97         11.34%      - -      19.20%    5.18%      - -     13.20%      9.79%     - -      17.80%
   Putnam VT International
     New Opportunities -
     Class IA Shares      1/2/97         18.82%      - -      13.82%   12.55%      - -      7.82%     17.17%     - -      12.42%
   Putnam VT New Value -
     Class IA Shares      1/2/97         17.01%      - -      15.39%   10.77%      - -      9.39%     15.38%     - -      13.99%
   Putnam VT Vista -
     Class IA Shares      1/2/97         15.28%      - -      22.58%    9.06%      - -     16.58%     13.68%     - -      21.18%
- ------------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund
  *Franklin Small Cap Investments,
     Class 1 Shares       5/1/98         15.12%      - -       8.36%     9.12%     - -      2.36%     13.72%     - -       6.96%
  *Mutual Shares Investments,
     Class 1 Shares       5/1/98         17.41%      - -      10.14%    11.16%     - -      4.14%     15.78%     - -       8.74%
  *Templeton Developing
     Markets Fund, Class
     1 Shares             3/4/96         47.76%      - -      (8.10)%   41.04%     - -    (14.10)%    45.69%     - -      (9.50)%
   Templeton
     International Fund,
     Class 1 Shares       5/1/92          5.39%     15.27%    14.69%    (0.68)%   13.77%   13.19%      3.92%    13.87%    13.29%
- -----------------------------------------------------------------------------------------------------------------------------------
*Past expense reductions by the manager increased returns.
</TABLE>



Please send me, at no charge,  the  Statement of  Additional  Information  dated
November __, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




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




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




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


CL-2096 (11/99)                                                         NAVI-MO












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




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







                                      COVA
                  Cova Financial Services Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




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









CL-2095 (5/99)   Policy Form Series XL407, CL-407,XL-617,CL-617  21-CSA-MO(5/99)

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                        COVA VARIABLE ANNUITY ACCOUNT ONE

                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED  NOVEMBER  __,  1999  FOR THE
INDIVIDUAL  FIXED AND  VARIABLE  DEFERRED  ANNUITY  CONTRACT  WHICH IS DESCRIBED
HEREIN.

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

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED NOVEMBER __, 1999.



                                TABLE OF CONTENTS

                                                                            Page



COMPANY  ....................................................................  3

EXPERTS  ....................................................................  3

LEGAL OPINIONS...............................................................  3

DISTRIBUTION.................................................................  3
         Reduction or Elimination of the Withdrawal Charge...................  4

CALCULATION OF PERFORMANCE INFORMATION.......................................  4
         Total Return........................................................  4
         Historical Unit Values..............................................  6
         Reporting Agencies..................................................  7

FEDERAL TAX STATUS...........................................................  7
         General  ...........................................................  7
         Diversification.....................................................  8
         Multiple Contracts.................................................  10
         Contracts Owned by Other than Natural Persons......................  10
         Tax Treatment of Assignments or Transfer of Ownership..............  10
         Income Tax Withholding.............................................  11
         Tax Treatment of Withdrawals - Non-Qualified Contracts.............  11
         Qualified Plans....................................................  12
         Tax Treatment of Withdrawals - Qualified Contracts.................  14
         Tax-Sheltered Annuities - Withdrawal Limitations...................  16

ANNUITY PROVISIONS..........................................................  16
         Variable Annuity...................................................  16
         Fixed Annuity......................................................  17
         Annuity Unit Value.................................................  17
         Net Investment Factor..............................................  17
         Mortality and Expense Guarantee....................................  18

FINANCIAL STATEMENTS........................................................  18



                                     COMPANY

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

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

On August 26, 1999, it was announced that The Metropolitan Life Insurance
Company would purchase General American Life Insurance Company, the parent
company of Cova.  Metropolitan Life is one of the country's oldest and most
financially sound life insurance organizations.


                                     EXPERTS

The consolidated balance sheets of the Company as of December 31, 1998 and 1997,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
1998, and the statement of assets and liabilities of the Separate  Account as of
December 31, 1998,  and the related  statement of  operations  for the year then
ended and the  statements of changes in net assets for the two years then ended,
have been included herein in reliance upon the reports of KPMG LLP,  independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.


                                 LEGAL OPINIONS

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


                                  DISTRIBUTION

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

Reduction or Elimination of the Withdrawal Charge

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

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

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

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

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

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

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

                      CALCULATION OF PERFORMANCE INFORMATION

Total Return

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

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

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

                                          n
                                 P (1 + T) = ERV

Where:

          P = a hypothetical initial payment of $1,000

          T = average annual total return

          n = number of years

          ERV= ending  redeemable  value at the end of the time periods used (or
          fractional  portion thereof) of a hypothetical  $1,000 payment made at
          the beginning of the time periods used.

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

You should note that the investment  results of each  investment  portfolio will
fluctuate over time, and any  presentation of the investment  portfolio's  total
return for any period should not be considered  as a  representation  of what an
investment may earn or what your total return may be in any future period.

The Contracts are relatively  new and therefore  have no meaningful  performance
history.  However,  the  Separate  Account and certain  Portfolios  have been in
existence for sometime and consequently have an investment  performance history.
In order to show  how the  historical  investment  performance  of the  Separate
Account  and  the  Portfolios  affect  accumulation  unit  values,   performance
information  was  developed.  The  information  is  based  upon  the  historical
experience  of the Separate  Account and the  Portfolios  and is for the periods
shown. The prospectus contains performance information.

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

Historical Unit Values

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

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

Reporting Agencies

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

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

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

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

                               FEDERAL TAX STATUS

General

NOTE: The following  description is based upon the Company's  understanding  of
current federal income tax law applicable to annuities in general.  The Company
cannot  predict  the  probability  that any  changes  in such laws will be made.
Purchasers are cautioned to seek competent tax advice  regarding the possibility
of such changes. The Company does not guarantee the tax status of the contracts.
Purchasers  bear the  complete  risk that the  contracts  may not be  treated as
"annuity  contracts"  under  federal  income  tax laws.  It  should  be  further
understood  that the  following  discussion is not  exhaustive  and that special
rules not described herein may be applicable in certain situations. Moreover, no
attempt has been made to consider any applicable state or other tax laws.

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of  annuities  in general.  An Owner is not taxed on  increases  in the
value of a Contract until distribution occurs,  either in the form of a lump sum
payment or as annuity payments under the Annuity Option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult a tax  adviser  prior to  purchasing  more than one non-
qualified annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments or Transfer of Ownership

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

Income Tax Withholding

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

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

Tax Treatment of Withdrawals - Non-Qualified Contracts

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

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

Qualified Plans

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

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

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

a.   Tax-Sheltered Annuities

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

b.   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  taxable income.  These IRAs
are subject to limitations on eligibility,  contributions,  transferability  and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Under  certain  conditions,  distributions  from other IRAs and other  Qualified
Plans may be rolled over or  transferred  on a  tax-deferred  basis into an IRA.
Sales of Contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational  disclosure be
given to persons  desiring to  establish an IRA.  Purchasers  of Contracts to be
qualified as Individual  Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

     Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

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

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

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

c.   Pension and Profit-Sharing Plans

Sections  401(a)  and  401(k)  of the Code  permit  employers,  including  self-
employed  individuals,  to  establish  various  types of  retirement  plans  for
employees.  These  retirement  plans may permit the purchase of the Contracts to
provide  benefits under the Plan.  Contributions  to the Plan for the benefit of
employees  will not be  includible  in the gross income of the  employees  until
distributed  from  the  Plan.  The tax  consequences  to  participants  may vary
depending upon the particular plan design.  However, the Code places limitations
and  restrictions  on all Plans  including on such items as: amount of allowable
contributions;  form,  manner and timing of  distributions;  transferability  of
benefits;  vesting and  nonforfeitability  of  interests;  nondiscrimination  in
eligibility  and   participation;   and  the  tax  treatment  of  distributions,
withdrawals  and  surrenders.  (See "Tax  Treatment of  Withdrawals  - Qualified
Contracts"  below.)  Purchasers  of  Contracts  for use with  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 (Pension and Profit-Sharing Plans),
403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A  (Individual  Retirement
Annuities).  To the extent  amounts are not  includible in gross income  because
they have been rolled over to an IRA or to another  eligible  Qualified Plan, no
tax penalty  will be imposed.  The tax penalty  will not apply to the  following
distributions:  (a) if  distribution  is made on or after  the date on which the
Owner  or  Annuitant  (as  applicable)  reaches  age 59 1/2;  (b)  distributions
following the death or disability of the Owner or Annuitant (as applicable) (for
this purpose  disability  is as defined in Section  72(m) (7) of the Code);  (c)
after  separation  from service,  distributions  that are part of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the Owner or Annuitant (as  applicable) or the joint lives
(or joint life  expectancies) of such Owner or Annuitant (as applicable) and his
or her designated  Beneficiary;  (d)  distributions to an Owner or Annuitant (as
applicable)  who has  separated  from service  after he has attained age 55; (e)
distributions  made to the Owner or Annuitant (as applicable) to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section 213 to the Owner or Annuitant  (as  applicable)  for amounts paid during
the taxable year for medical care; (f) distributions  made to an alternate payee
pursuant to a  qualified  domestic relations  order; (g)  distributions  from an
Individual  Retirement  Annuity  for  the  purchase  of  medical  insurance  (as
described in Section  213(d)(1)(D)  of the Code) for the Owner or Annuitant  (as
applicable)  and his or her spouse and  dependents if the Owner or Annuitant (as
applicable) has received  unemployment  compensation for at least 12 weeks (this
exception will no longer apply after the Owner or Annuitant (as  applicable) has
been  re-employed for at least 60 days);  (h)  distributions  from an Individual
Retirement  Annuity made to the Owner or Annuitant (as applicable) to the extent
such  distributions do not exceed the qualified  higher  education  expenses (as
defined  in  Section  72(t)(7)  of the  Code)  of the  Owner  or  Annuitant  (as
applicable)  for the taxable  year;  and (i)  distributions  from an  Individual
Retirement  Annuity made to the Owner or  Annuitant  (as  applicable)  which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exceptions  stated in (d) and (f) above do not apply in the case
of an Individual  Retirement Annuity.  The exception stated in (c) above applies
to an Individual  Retirement  Annuity  without the  requirement  that there be a
separation from service.

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from  the  date of the  first  periodic  payment,  then  the tax for year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

Tax-Sheltered Annuities - Withdrawal Limitations

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

                               ANNUITY PROVISIONS

Variable Annuity

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

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

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

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

Fixed Annuity

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

Annuity Unit Value

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

Net Investment Factor

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

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

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

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

Mortality and Expense Guarantee

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

                              FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Assets and Liabilities
June 30, 1999
Unaudited
(In thousands of dollars)

<TABLE>
<CAPTION>

Assets:
 Investments:
   Cova Series Trust (Trust):
<S>                                                         <C>                                       <C>                  <C>
      Lord Abbett Growth and Income Portfolio               35,202,359 shares at a net asset value of $23.682058 per share $ 833,664
      Bond Debenture Portfolio                              12,156,766 shares at a net asset value of $12.503713 per share   152,005
      Developing Growth Portfolio                            1,700,728 shares at a net asset value of $13.012586 per share    22,131
      Large Cap Research Portfolio                           1,740,666 shares at a net asset value of $13.570827 per share    23,622
      Mid-Cap Value Portfolio                                2,161,052 shares at a net asset value of $11.802264 per share    25,505
      Quality Bond Portfolio                                 8,184,020 shares at a net asset value of $10.786856 per share    88,280
      Small Cap Stock Portfolio                              5,706,529 shares at a net asset value of $12.704940 per share    72,501
      Large Cap Stock Portfolio                             10,193,410 shares at a net asset value of $20.430631 per share   208,258
      Select Equity Portfolio                               12,243,396 shares at a net asset value of $17.903279 per share   219,197
      International Equity Portfolio                         7,496,974 shares at a net asset value of $13.590555 per share   101,888
      Balanced Portfolio                                       555,666 shares at a net asset value of $12.232340 per share     6,797
      Small Cap Equity Portfolio                               162,151 shares at a net asset value of $10.809598 per share     1,753
      Equity Income Portfolio                                  426,039 shares at a net asset value of $12.929518 per share     5,509
      Growth and Income Portfolio                              947,523 shares at a net asset value of $13.660017 per share    12,943
   General American Capital Company (GACC):
      Money Market Fund                                      1,894,282 shares at a net asset value of $19.715236 per share    37,346
   Russell Insurance Funds (Russell):
      Multi-Style Equity Fund                                2,664,475 shares at a net asset value of     $16.63 per share    44,310
      Aggressive Equity Fund                                   581,570 shares at a net asset value of     $12.79 per share     7,438
      Non-US Fund                                            1,289,035 shares at a net asset value of     $11.73 per share    15,120
      Core Bond Fund                                         2,298,149 shares at a net asset value of     $10.12 per share    23,257
   AIM Variable Insurance Funds, Inc. (AIM):
      AIM V.I. Value Fund                                      627,948 shares at a net asset value of     $30.04 per share    18,864
      AIM V.I. Capital Appreciation Fund                       213,756 shares at a net asset value of     $27.60 per share     5,900
      AIM V.I. International Equity Fund                       168,414 shares at a net asset value of     $20.49 per share     3,451
   Alliance Variable Products Series Fund, Inc. (Alliance):
      Premier Growth Portfolio                                 687,662 shares at a net asset value of     $34.58 per share    23,779
      Real Estate Investment Portfolio                         336,131 shares at a net asset value of      $9.91 per share     3,331
   Liberty Variable Investment Trust (Liberty):
      Newport Tiger Fund, Variable Series                      207,111 shares at a net asset value of      $2.03 per share       420
   Goldman Sachs Variable Insurance Trust (Goldman Sachs):
      Growth and Income Fund                                   540,946 shares at a net asset value of     $11.54 per share     6,243
      International Equity Fund                                170,401 shares at a net asset value of     $12.23 per share     2,084
      Global Income Fund                                        24,137 shares at a net asset value of     $10.17 per share       246
   Kemper Variable Series (Kemper):
      Kemper Dreman High Return Equity Portfolio               149,458 shares at a net asset value of  $1.064610 per share       159
      Kemper Small Cap Growth Portfolio                        680,960 shares at a net asset value of  $2.054050 per share     1,399
      Kemper Small Cap Value Portfolio                       3,682,790 shares at a net asset value of  $1.118560 per share     4,119
      Kemper Government Securities Portfolio                 1,385,250 shares at a net asset value of  $1.149070 per share     1,592
   MFS Variable Insurance Trust (MFS):
      MFS Bond Series                                           15,094 shares at a net asset value of     $10.97 per share       166
      MFS Research Series                                      488,888 shares at a net asset value of     $20.48 per share    10,012
      MFS Growth with Income Series                            629,375 shares at a net asset value of     $21.14 per share    13,305
      MFS Emerging Growth Series                               562,463 shares at a net asset value of     $24.22 per share    13,623
      MFS/Foreign & Colonial Emerging Markets Equity Series     56,804 shares at a net asset value of      $7.22 per share       410
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Assets and Liabilities
June 30, 1999
Unaudited
(In thousands of dollars)

<TABLE>
<CAPTION>
Assets, continued:
  Investments, continued:
<S>                                                       <C>                                     <C>                       <C>
       MFS High Income Series                             315,197 shares at a net asset value of  $11.33 per share          $ 3,571
       MFS Global Governments Series                        4,977 shares at a net asset value of   $9.99 per share               50
    Oppenheimer Variable Account Funds (Oppenheimer):
       Oppenheimer Capital Appreciation Fund               94,858 shares at a net asset value of  $40.75 per share            3,865
       Oppenheimer Main Street Growth & Income Fund       192,040 shares at a net asset value of  $23.20 per share            4,455
       Oppenheimer High Income Fund                       155,986 shares at a net asset value of  $10.67 per share            1,664
       Oppenheimer Bond Fund                              711,217 shares at a net asset value of  $11.50 per share            8,179
       Oppenheimer Strategic Bond Fund                    470,237 shares at a net asset value of   $4.84 per share            2,276
    Putnam Variable Trust (Putnam)
       Putnam VT Growth and Income Fund                   772,856 shares at a net asset value of  $29.18 per share           22,552
       Putnam VT New Value Fund                            54,651 shares at a net asset value of  $13.52 per share              739
       Putnam  VT Vista Fund                              205,967 shares at a net asset value of  $16.60 per share            3,419
       Putnam VT International Growth Fund                830,025 shares at a net asset value of  $15.19 per share           12,608
       Putnam VT International New Opportunities Fund      68,714 shares at a net asset value of  $13.73 per share              943
    Templeton Variable Products Series Fund (Templeton):
       Templeton Bond Fund                                 14,030 shares at a net asset value of  $10.04 per share              141
       Franklin Small Cap Investments Fund                 16,988 shares at a net asset value of  $10.74 per share              183
       Templeton Stock Fund                                 5,756 shares at a net asset value of  $21.28 per share              123
       Templeton International Fund                       290,890 shares at a net asset value of  $19.85 per share            5,774
       Templeton Developing Markets Fund                  333,036 shares at a net asset value of   $7.23 per share            2,408
       Mutual Shares Investments Fund                     188,855 shares at a net asset value of  $11.16 per share            2,108
       Franklin Growth Investments Fund                     8,078 shares at a net asset value of  $13.13 per share              106
    Variable Insurance Products Fund, Fund II
         and Fund III (Fidelity):
       VIP Growth Portfolio                                19,601 shares at a net asset value of  $45.73 per share              896
       VIP II Contrafund Portfolio                         36,253 shares at a net asset value of  $26.10 per share              946
       VIP III Growth Opportunities Portfolio              18,642 shares at a net asset value of  $23.64 per share              441
       VIP III Growth & Income Portfolio                  104,598 shares at a net asset value of  $17.10 per share            1,789
       VIP Equity-Income Portfolio                         32,620 shares at a net asset value of  $27.25 per share              889
                                                                                                                      --------------
           Total assets                                                                                                 $ 2,090,752
                                                                                                                      ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Assets and Liabilities
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
Net assets:
    Accumulation units:
<S>                                                             <C>                               <C>                    <C>
      Trust Lord Abbett Growth and Income                       21,288,159 accumulation units at  $39.095065 per unit    $ 832,262
      Trust Bond Debenture                                      11,212,098 accumulation units at  $13.536168 per unit      151,769
      Trust Developing Growth                                    1,738,843 accumulation units at  $12.724192 per unit       22,125
      Trust Large Cap Research                                   1,771,421 accumulation units at  $13.320553 per unit       23,596
      Trust Mid-Cap Value                                        2,205,833 accumulation units at  $11.560414 per unit       25,500
      Trust Quality Bond                                         7,609,203 accumulation units at  $11.582126 per unit       88,131
      Trust Small Cap Stock                                      5,470,094 accumulation units at  $13.249386 per unit       72,475
      Trust Large Cap Stock                                      9,555,351 accumulation units at  $21.760453 per unit      207,929
      Trust Select Equity                                       11,657,671 accumulation units at  $18.786819 per unit      219,011
      Trust International Equity                                 7,524,017 accumulation units at  $13.530211 per unit      101,801
      Trust Balanced                                               541,932 accumulation units at  $12.542349 per unit        6,797
      Trust Small Cap Equity                                       162,265 accumulation units at  $10.802058 per unit        1,753
      Trust Equity Income                                          413,263 accumulation units at  $13.329239 per unit        5,509
      Trust Growth and Income Equity                               939,004 accumulation units at  $13.783946 per unit       12,943
      GACC Money Market                                          3,291,555 accumulation units at  $11.299196 per unit       37,192
      Russell Multi-Style Equity                                 3,133,906 accumulation units at  $14.136244 per unit       44,301
      Russell Aggressive Equity                                    744,069 accumulation units at   $9.994595 per unit        7,436
      Russell Non-US                                             1,276,329 accumulation units at  $11.843135 per unit       15,115
      Russell Core Bond                                          2,235,884 accumulation units at  $10.400162 per unit       23,253
      AIM V.I. Value                                             1,270,910 accumulation units at  $14.842562 per unit       18,864
      AIM V.I. Capital Appreciation                                460,824 accumulation units at  $12.802441 per unit        5,900
      AIM V.I. International Equity                                292,086 accumulation units at  $11.814369 per unit        3,451
      Alliance Premier Growth                                    1,450,385 accumulation units at  $16.395203 per unit       23,779
      Alliance Real Estate Investment                              396,067 accumulation units at   $8.410331 per unit        3,331
      Liberty Newport Tiger Fund, Variable                          35,478 accumulation units at  $11.850543 per unit          420
      Goldman Sachs Growth and Income                              574,475 accumulation units at  $10.866470 per unit        6,243
      Goldman Sachs International Equity                           179,215 accumulation units at  $11.628506 per unit        2,084
      Goldman Sachs Global Income                                   23,264 accumulation units at  $10.551525 per unit          246
      Kemper Dreman High Return Equity                              14,480 accumulation units at  $10.988298 per unit          159
      Kemper Small Cap Growth                                      115,827 accumulation units at  $12.075969 per unit        1,399
      Kemper Small Cap Value                                       447,154 accumulation units at   $9.212540 per unit        4,119
      Kemper Government Securities                                 151,786 accumulation units at  $10.486805 per unit        1,592
      MFS Bond                                                      16,089 accumulation units at  $10.294147 per unit          166
      MFS Research                                                 760,925 accumulation units at  $13.158217 per unit       10,012
      MFS Growth with Income                                     1,049,025 accumulation units at  $12.683197 per unit       13,305
      MFS Emerging Growth                                          918,911 accumulation units at  $14.825001 per unit       13,623
      MFS/Foreign & Colonial Emerging Markets Equity                51,354 accumulation units at   $7.986146 per unit          410
      MFS High Income                                              347,989 accumulation units at  $10.262353 per unit        3,571
      MFS Global Governments                                         4,832 accumulation units at  $10.290122 per unit           50
      Oppenheimer Capital Appreciation                             274,732 accumulation units at  $14.069924 per unit        3,865
      Oppenheimer Main Street Growth & Income                      378,965 accumulation units at  $11.756598 per unit        4,455
      Oppenheimer High Income                                      163,191 accumulation units at  $10.198942 per unit        1,664
      Oppenheimer Bond                                             795,356 accumulation units at  $10.283438 per unit        8,179
      Oppenheimer Strategic Bond                                   225,455 accumulation units at  $10.094897 per unit        2,276
      Putnam VT Growth and Income                                1,803,717 accumulation units at  $12.503038 per unit       22,552
      Putnam VT New Value                                           62,091 accumulation units at  $11.899961 per unit          739
      Putnam VT Vista                                              259,037 accumulation units at  $13.199054 per unit        3,419
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Assets and Liabilities
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
Net assets, continued:
    Accumulation units, continued:
<S>                                                   <C>                               <C>                          <C>
      Putnam VT International Growth                  965,233 accumulation units at     $13.062217 per unit          $ 12,608
      Putnam VT International New Opportunities        69,696 accumulation units at     $13.536626 per unit               943
      Templeton Bond                                   14,375 accumulation units at      $9.799254 per unit               141
      Franklin Small Cap Investments                   15,066 accumulation units at     $12.110249 per unit               183
      Templeton Stock                                  11,101 accumulation units at     $11.034139 per unit               123
      Templeton International                         576,554 accumulation units at     $10.014948 per unit             5,774
      Templeton Developing Markets                    224,256 accumulation units at     $10.737070 per unit             2,408
      Templeton Mutual Shares Investments             191,430 accumulation units at     $11.009906 per unit             2,108
      Franklin Growth Investments                       9,134 accumulation units at     $11.612002 per unit               106
      Fidelity VIP Growth                              60,319 accumulation units at     $14.859885 per unit               896
      Fidelity VIP II Contrafund                       69,304 accumulation units at     $13.652825 per unit               946
      Fidelity VIP III Growth Opportunities            35,493 accumulation units at     $12.416559 per unit               441
      Fidelity VIP III Growth & Income                136,787 accumulation units at     $13.076025 per unit             1,789
      Fidelity VIP Equity-Income                       74,740 accumulation units at     $11.893156 per unit               889
                                                                                                                --------------
                                                                                                                    2,088,126
    Annuity units:
      Trust Lord Abbett Growth and Income              47,574 annuity units at          $29.477257 per unit             1,402
      Trust Bond Debenture                             19,186 annuity units at          $12.294264 per unit               236
      Trust Developing Growth                             457 annuity units at          $12.042264 per unit                 6
      Trust Large Cap Research                          2,060 annuity units at          $12.606668 per unit                26
      Trust Mid-Cap Value                                 453 annuity units at          $10.940850 per unit                 5
      Trust Quality Bond                               14,173 annuity units at          $10.519505 per unit               149
      Trust Small Cap Stock                             2,137 annuity units at          $12.033800 per unit                26
      Trust Large Cap Stock                            16,648 annuity units at          $19.764009 per unit               329
      Trust Select Equity                              10,922 annuity units at          $17.063207 per unit               186
      Trust International Equity                        7,039 annuity units at          $12.288854 per unit                87
      GACC Money Market                                14,955 annuity units at          $10.317543 per unit               154
      Russell Multi-Style                                 633 annuity units at          $13.524650 per unit                 9
      Russell Aggressive Equity                           168 annuity units at           $9.562188 per unit                 2
      Russell Non-US                                      410 annuity units at          $11.330745 per unit                 5
      Russell Core Bond                                   373 annuity units at           $9.950215 per unit                 4
                                                                                                                --------------
             Total net assets                                                                                 $     2,090,752
                                                                                                                ==============
See accompanying notes to financial statements.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                   Trust
                                         ------------------------------------------------------------------------------------------
                                                                                               VKAC       Lord Abbett
                                                                                              Growth        Growth
                                          Quality        Money         High        Stock       and           and           Bond
                                         Income (1)    Market (1)    Yield (1)   Index (1)   Income (1)    Income (2)     Debenture
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------
<S>                                     <C>                     <C>       <C>        <C>           <C>        <C>            <C>
Income:
    Dividends                           $     1,404             7       1,324          576         331             -             -
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------

Expenses:
    Mortality and expense risk                   11             2           8           27          14         4,576           908
    Administrative fee                            1             -           1            3           2           549           109
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------
        Total expenses                           12             2           9           30          16         5,125         1,017
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------

        Net investment income (loss)          1,392             5       1,315          546         315        (5,125)       (1,017)
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                   (520)            -        (955)      18,079       6,587           326            92
    Realized gain distributions                   -             -           -        9,833       5,025             -             -
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------
        Net realized gain (loss)               (520)            -        (955)      27,912      11,612           326            92
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------

Change in unrealized appreciation            (1,308)            -        (174)     (25,838)    (11,521)       72,936         1,109
                                         -----------  ------------  ----------  ----------- -----------  ------------   -----------

        Net increase (decrease) in net
           assets from operations       $      (436)            5         186        2,620         406        68,137           184
                                         ===========  ============  ==========  =========== ===========  ============   ===========


(1)   Sub-account ceased operations on January 8, 1999.
(2)   Sub-account commenced operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                    Trust
                                          -----------------------------------------------------------------------------------------

                                                            Large                               Small         Large
                                           Developing        Cap       Mid-Cap     Quality       Cap           Cap        Select
                                             Growth       Research      Value        Bond       Stock         Stock       Equity
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------
<S>                                     <C>                   <C>         <C>        <C>          <C>          <C>          <C>
Income:
    Dividends                           $           -             -           -           -           -             -            -
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------

Expenses:
    Mortality and expense risk                    112           113         127         516         418         1,132        1,214
    Administrative fee                             13            14          15          62          50           136          146
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------
        Total expenses                            125           127         142         578         468         1,268        1,360
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------

        Net investment income (loss)             (125)         (127)       (142)       (578)       (468)       (1,268)      (1,360)
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                       44             2           1          64         (75)        1,453          130
    Realized gain distributions                     -             -           -           -           -             -            -
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------
        Net realized gain (loss)                   44             2           1          64         (75)        1,453          130
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------

Change in unrealized appreciation               2,721         2,368       2,664      (1,741)      4,182        17,285       21,683
                                          ------------   -----------  ----------  ----------  ----------   -----------  -----------

        Net increase (decrease) in net
           assets from operations       $       2,640         2,243       2,523      (2,255)      3,639        17,470       20,453
                                          ============   ===========  ==========  ==========  ==========   ===========  ===========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                     Trust                                 GACC     Lord Abbett
                                          ------------------------------------------------------------   ---------  -------------
                                                                                              Growth
                                                                        Small                   and                    Growth
                                           International                 Cap       Equity     Income       Money         and
                                              Equity       Balanced    Equity      Income     Equity      Market     Income (1)
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------
<S>                                     <C>                     <C>        <C>         <C>      <C>           <C>       <C>
Income:
    Dividends                           $             -           -          -           -          -           -              -
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------

Expenses:
    Mortality and expense risk                      602          28          9          27         62         206            186
    Administrative fee                               72           4          1           3          8          25             22
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------
        Total expenses                              674          32         10          30         70         231            208
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------

        Net investment income (loss)               (674)        (32)       (10)        (30)       (70)       (231)          (208)
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                        390           1          -           3          8         351        145,466
    Realized gain distributions                       -           -          -           -          -           -              -
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------
        Net realized gain (loss)                    390           1          -           3          8         351        145,466
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------

Change in unrealized appreciation                 5,063         387        110         493      1,404         434       (114,453)
                                          --------------  ----------  ---------   ---------  ---------   ---------  -------------

        Net increase (decrease) in net
           assets from operations       $         4,779         356        100         466      1,342         554         30,805
                                          ==============  ==========  =========   =========  =========   =========  =============


(1)   Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                            Russell                                         AIM
                                          ---------------------------------------------  -------------------------------------------

                                           Multi-                                                                          V.I.
                                            Style    Aggressive                 Core                   V.I. Capital    International
                                           Equity     Equity       Non-US       Bond      V.I. Value   Appreciation       Equity
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------
<S>                                     <C>                <C>         <C>        <C>         <C>              <C>              <C>
Income:
    Dividends                           $       99           6         128         463            -              -                -
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------

Expenses:
    Mortality and expense risk                 225          38          77         125           70             20               17
    Administrative fee                          27           5           9          15            8              2                2
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------
        Total expenses                         252          43          86         140           78             22               19
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------

        Net investment income (loss)          (153)        (37)         42         323          (78)           (22)             (19)
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                    73         (11)         14         (15)           1              9               94
    Realized gain distributions              2,262          10           -         335            -              -                -
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------
        Net realized gain (loss)             2,335          (1)         14         320            1              9               94
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------

Change in unrealized appreciation            1,756         200         751      (1,023)       1,535            422               67
                                          ---------  ----------  ----------  ----------  -----------  -------------   --------------

        Net increase (decrease) in net
           assets from operations       $    3,938         162         807        (380)       1,458            409              142
                                          =========  ==========  ==========  ==========  ===========  =============   ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                  Alliance            Liberty               Goldman Sachs               Kemper
                                          ------------------------  -----------  ------------------------------------  ---------
                                                                      Newport                                           Dreman
                                                          Real         Tiger      Growth                                 High
                                           Premier       Estate        Fund,        and      International   Global     Return
                                            Growth     Investment    Variable     Income        Equity       Income     Equity
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------
<S>                                     <C>                   <C>           <C>       <C>              <C>        <C>         <C>
Income:
    Dividends                           $         -           137            -          -               -          -          1
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------

Expenses:
    Mortality and expense risk                   99            15            2         33              10          1          1
    Administrative fee                           12             2            -          4               1          -          -
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------
        Total expenses                          111            17            2         37              11          1          1
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------

        Net investment income (loss)           (111)          120           (2)       (37)            (11)        (1)         -
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                      4            (7)          99         (1)             61          -          -
    Realized gain distributions                 279             -            -          -               -          -          1
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------
        Net realized gain (loss)                283            (7)          99         (1)             61          -          1
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------

Change in unrealized appreciation             1,553            99           (3)       546               9         (3)         6
                                          ----------  ------------  -----------  ---------  --------------  ---------  ---------

        Net increase (decrease) in net
           assets from operations       $     1,725           212           94        508              59         (4)         7
                                          ==========  ============  ===========  =========  ==============  =========  =========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                        Kemper                                      MFS
                                          -----------------------------------   -------------------------------------------

                                            Small      Small                                          Growth
                                             Cap        Cap      Government                            with       Emerging
                                           Growth      Value     Securities      Bond     Research    Income       Growth
                                          ---------  ---------  -------------   ------   ----------  ---------   ----------
<S>                                     <C>               <C>            <C>       <C>         <C>        <C>        <C>
Income:
    Dividends                           $        -         33             69        4           16         35            -
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------

Expenses:
    Mortality and expense risk                   7         19              7        1           46         61           61
    Administrative fee                           2          2              1        -            6          7            7
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------
        Total expenses                           9         21              8        1           52         68           68
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------

        Net investment income (loss)            (9)        12             61        3          (36)       (33)         (68)
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                     8         (8)             1        -            6          7           13
    Realized gain distributions                  -          -              -        -           86         42            -
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------
        Net realized gain (loss)                 8         (8)             1        -           92         49           13
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------

Change in unrealized appreciation               66        303            (72)      (6)         621        554        1,267
                                          ---------  ---------  -------------   ------   ----------  ----------  ----------

        Net increase (decrease) in net
           assets from operations       $       65        307            (10)      (3)         677        570        1,212
                                          =========  =========  =============   ======   ==========  ==========  ==========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                           MFS                                       Oppenheimer
                                          --------------------------------------  -------------------------------------------------
                                             F&C                                                   Main Street
                                           Emerging                                                  Growth
                                           Markets       High         Global         Capital           and         High
                                            Equity      Income     Governments     Appreciation      Income       Income     Bond
                                          ----------   --------   --------------  --------------  -------------  ---------  -------
<S>                                     <C>                 <C>              <C>            <C>            <C>         <C>    <C>
Income:
    Dividends                           $         -        210                3               7             15         72      286
                                          ----------   --------   --------------  --------------  -------------  ---------  -------

Expenses:
    Mortality and expense risk                    3         18                -              15             22          7       38
    Administrative fee                            -          2                -               2              3          1        5
                                          ----------   --------   --------------  --------------  -------------  ---------  -------
        Total expenses                            3         20                -              17             25          8       43
                                          ----------   --------   --------------  --------------  -------------  ---------  -------

        Net investment income (loss)             (3)       190                3             (10)           (10)        64      243
                                          ----------   --------   --------------  --------------  -------------  ---------  -------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                    (30)         -                -               3              3          -       (1)
    Realized gain distributions                   -          -                -              78             26          -       28
                                          ----------   --------   --------------  --------------  -------------  ---------  -------
        Net realized gain (loss)                (30)         -                -              81             29          -       27
                                          ----------   --------   --------------  --------------  -------------  ---------  -------

Change in unrealized appreciation               114        (94)              (4)            289            474        (41)    (438)
                                          ----------   --------   --------------  --------------  -------------  ---------  -------

        Net increase (decrease) in net
           assets from operations       $        81         96               (1)            360            493         23     (168)
                                          ==========   ========   ==============  ==============  =============  =========  =======
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                              Putnam                                    Templeton
                                         ------------------------------------------------------------------------------ -----------
                                                                                                               VT
                                                      VT Growth                                VT         International
                                          Strategic      and        VT New                International       New
                                            Bond        Income       Value      VT Vista     Growth       Opportunities   Bond (3)
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------
<S>                                     <C>                <C>           <C>         <C>         <C>               <C>          <C>
Income:
    Dividends                           $       84           240          -            -             -               -           -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------

Expenses:
    Mortality and expense risk                  10           107          6           15            57               5           -
    Administrative fee                           1            13          -            2             7               1           -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------
        Total expenses                          11           120          6           17            64               6           -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------

        Net investment income (loss)            73           120         (6)         (17)          (64)             (6)          -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                     -             3          2            2           180              85           -
    Realized gain distributions                  -         1,199          9            -             -               -           -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------
        Net realized gain (loss)                 -         1,202         11            2           180              85           -
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------

Change in unrealized appreciation              (84)          315         61          329           935              73          (2)
                                         ----------  ------------  ---------   ---------- -------------  -------------- -----------

        Net increase (decrease) in net
           assets from operations       $      (11)        1,637         66          314         1,051             152          (2)
                                         ==========  ============  =========   ========== =============  ============== ===========


(3)   Sub-account commenced operations on March 1, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                           Templeton                                       Fidelity
                                         -------------------------------------------------------------------------------  ---------
                                          Franklin                                                           Franklin
                                          Small Cap                                            Mutual         Growth
                                         Investments                             Developing    Shares       Investments      VIP
                                             (3)      Stock (4)  International    Markets    Investments        (3)        Growth
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------
<S>                                     <C>                   <C>         <C>           <C>         <C>              <C>        <C>
Income:
    Dividends                           $          -          -            57            13           3               -          1
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------

Expenses:
    Mortality and expense risk                     -          -            20             9           9               -          3
    Administrative fee                             -          -             2             1           1               -          -
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------
        Total expenses                             -          -            22            10          10               -          3
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------

        Net investment income (loss)               -          -            35             3          (7)              -         (2)
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                       -          -            12             4           5               3          -
    Realized gain distributions                    -          -           198             -           -               -         32
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------
        Net realized gain (loss)                   -          -           210             4           5               3         32
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------

Change in unrealized appreciation                 15          4           149           612         216               7         28
                                         ------------ ---------- -------------  ------------ -----------   -------------  ---------

        Net increase (decrease) in net
           assets from operations       $         15          4           394           619         214              10         58
                                         ============ ========== =============  ============ ===========   =============  =========


(3)   Sub-account commenced operations on March 1, 1999.
(4)   Sub-account commenced operations on January 19, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                   Fidelity
                                          -----------------------------------------------------------

                                                            VIP III         VIP III          VIP
                                             VIP II         Growth         Growth &        Equity-
                                           Contrafund     Opportunities     Income         Income         Total
                                          -------------  -----------------------------  -------------  ------------
<S>                                     <C>                        <C>             <C>            <C>      <C>
Income:
    Dividends                           $            2              1               7              5         5,639
                                          -------------  -------------   -------------  -------------  ------------

Expenses:
    Mortality and expense risk                       4              2               8              3        11,594
    Administrative fee                               1              -               1              -         1,391
                                          -------------  -------------   -------------  -------------  ------------
        Total expenses                               5              2               9              3        12,985
                                          -------------  -------------   -------------  -------------  ------------

        Net investment income (loss)                (3)            (1)             (2)             2        (7,346)
                                          -------------  -------------   -------------  -------------  ------------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                         6              -               2              -       172,074
    Realized gain distributions                     17              3              13             12        19,488
                                          -------------  -------------   -------------  -------------  ------------
        Net realized gain (loss)                    23              3              15             12       191,562
                                          -------------  -------------   -------------  -------------  ------------

Change in unrealized appreciation                   44             20              86             60       (10,380)
                                          -------------  -------------   -------------  -------------  ------------

        Net increase (decrease) in net
           assets from operations       $           64             22              99             74       173,836
                                          =============  =============   =============  =============  ============


See accompanying notes to financial statements.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                 Trust
                                         ------------------------------------------------------------------------------------------
                                                                                               VKAC       Lord Abbett
                                                                                              Growth        Growth
                                          Quality      Money         High        Stock         and            and          Bond
                                         Income (1)  Market (1)    Yield (1)   Index (1)    Income (1)    Income (2)     Debenture
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------
<S>                                     <C>             <C>         <C>          <C>           <C>            <C>           <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $     1,392          5        1,315          546           315         (5,125)      (1,017)
      Net realized gain (loss)                 (520)         -         (955)      27,912        11,612            326           92
      Change in unrealized appreciation      (1,308)         -         (174)     (25,838)      (11,521)        72,936        1,109
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------
        Net increase (decrease) from
           operations                          (436)         5          186        2,620           406         68,137          184
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------

Contract transactions:
    Payments received from contract
      owners                                     (1)       (34)           2            5             -         13,720        5,052
    Transfers between sub-accounts
      (including fixed account), net        (38,617)    (7,817)     (28,916)     (99,953)      (51,641)       784,171       43,813
    Transfers for contract benefits and
      terminations                              (36)       (45)         (72)        (259)          (76)       (32,364)      (7,515)
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------
        Net increase (decrease) in net
           assets from contract
           transactions                     (38,654)    (7,896)     (28,986)    (100,207)      (51,717)       765,527       41,350
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------

        Net increase (decrease) in net
           assets                           (39,090)    (7,891)     (28,800)     (97,587)      (51,311)       833,664       41,534

Net assets at beginning of period            39,090      7,891       28,800       97,587        51,311              -      110,471
                                         ----------- ----------   ----------  -----------  ------------  -------------  -----------
Net assets as end of period             $         -          -            -            -             -        833,664      152,005
                                         =========== ==========   ==========  ===========  ============  =============  ===========


(1)   Sub-account ceased operations on January 8, 1999.
(2)   Sub-account commenced operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                 Trust
                                          ------------------------------------------------------------------------------------

                                                          Large                               Small       Large
                                           Developing      Cap       Mid-Cap     Quality       Cap         Cap        Select
                                             Growth      Research     Value        Bond       Stock       Stock       Equity
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------
<S>                                     <C>                <C>         <C>         <C>        <C>         <C>         <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $        (125)       (127)       (142)       (578)      (468)      (1,268)     (1,360)
      Net realized gain (loss)                     44           2           1          64        (75)       1,453         130
      Change in unrealized appreciation         2,721       2,368       2,664      (1,741)     4,182       17,285      21,683
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------
        Net increase (decrease) from
           operations                           2,640       2,243       2,523      (2,255)     3,639       17,470      20,453
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------

Contract transactions:
    Payments received from contract
      owners                                    1,618       2,441       2,361       5,127      1,760        9,738       5,661
    Transfers between sub-accounts
      (including fixed account), net            3,285       6,384       4,011      51,826       (439)     109,627      18,465
    Transfers for contract benefits and
      terminations                               (267)       (414)       (535)     (6,056)    (2,104)      (9,946)     (4,692)
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------
        Net increase (decrease) in net
           assets from contract
           transactions                         4,636       8,411       5,837      50,897       (783)     109,419      19,434
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------

        Net increase (decrease) in net
           assets                               7,276      10,654       8,360      48,642      2,856      126,889      39,887

Net assets at beginning of period              14,855      12,968      17,145      39,638     69,645       81,369     179,310
                                          ------------  ----------  ----------  ----------   --------   ----------  ----------
Net assets as end of period             $      22,131      23,622      25,505      88,280     72,501      208,258     219,197
                                          ============  ==========  ==========  ==========   ========   ==========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                     Trust                                  GACC      Lord Abbett
                                          ------------------------------------------------------------   ----------   -----------
                                                                                              Growth
                                                                        Small                   and                     Growth
                                           International                 Cap      Equity      Income       Money          and
                                              Equity       Balanced    Equity     Income      Equity       Market      Income (1)
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------
<S>                                     <C>                   <C>        <C>        <C>        <C>          <C>         <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $          (674)        (32)       (10)       (30)        (70)        (231)         (208)
      Net realized gain (loss)                      390           1          -          3           8          351       145,466
      Change in unrealized appreciation           5,063         387        110        493       1,404          434      (114,453)
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------
        Net increase (decrease) from
           operations                             4,779         356        100        466       1,342          554        30,805
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------

Contract transactions:
    Payments received from contract
      owners                                      1,445       1,261        159        857       1,739        2,860           672
    Transfers between sub-accounts
      (including fixed account), net              3,846       1,890        193        801       2,238       22,967      (699,899)
    Transfers for contract benefits and
      terminations                               (2,427)        (82)       (26)       (78)       (199)      (5,499)         (781)
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------
        Net increase (decrease) in net
           assets from contract
           transactions                           2,864       3,069        326      1,580       3,778       20,328      (700,008)
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------

        Net increase (decrease) in net
           assets                                 7,643       3,425        426      2,046       5,120       20,882      (669,203)

Net assets at beginning of period                94,245       3,372      1,327      3,463       7,823       16,464       669,203
                                          --------------  ----------  ---------  ---------   ---------   ----------   -----------
Net assets as end of period             $       101,888       6,797      1,753      5,509      12,943       37,346             -
                                          ==============  ==========  =========  =========   =========   ==========   ===========


(1)   Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                             Russell                                         AIM
                                         -----------------------------------------------  -----------------------------------------

                                           Multi-                                                                         V.I.
                                           Style      Aggressive                 Core                   V.I. Capital  International
                                           Equity      Equity       Non-US       Bond      V.I. Value   Appreciation     Equity
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------
<S>                                     <C>               <C>        <C>         <C>          <C>             <C>            <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $     (153)         (37)         42         323          (78)           (22)           (19)
      Net realized gain (loss)               2,335           (1)         14         320            1              9             94
      Change in unrealized appreciation      1,756          200         751      (1,023)       1,535            422             67
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------
        Net increase (decrease) from
           operations                        3,938          162         807        (380)       1,458            409            142
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------

Contract transactions:
    Payments received from contract
      owners                                 6,122        1,120       1,740       2,046        4,927          2,053            280
    Transfers between sub-accounts
      (including fixed account), net         5,037          858       2,381       4,721        6,016          1,310            745
    Transfers for contract benefits and
      terminations                            (346)         (45)       (124)       (180)        (353)           (32)           (41)
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------
        Net increase (decrease) in net
           assets from contract
           transactions                     10,813        1,933       3,997       6,587       10,590          3,331            984
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------

        Net increase (decrease) in net
           assets                           14,751        2,095       4,804       6,207       12,048          3,740          1,126

Net assets at beginning of period           29,559        5,343      10,316      17,050        6,816          2,160          2,325
                                         ----------  -----------   ---------  ----------  -----------  -------------  -------------
Net assets as end of period             $   44,310        7,438      15,120      23,257       18,864          5,900          3,451
                                         ==========  ===========   =========  ==========  ===========  =============  =============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                 Alliance            Liberty               Goldman Sachs                  Kemper
                                         -------------------------  ----------  -------------------------------------   -----------
                                                                     Newport                                              Dreman
                                                         Real         Tiger      Growth                                    High
                                          Premier       Estate        Fund,       and        International   Global       Return
                                           Growth     Investment    Variable     Income        Equity        Income       Equity
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------
<S>                                     <C>                 <C>           <C>      <C>             <C>           <C>           <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $     (111)           120          (2)       (37)            (11)         (1)            -
      Net realized gain (loss)                 283             (7)         99         (1)             61           -             1
      Change in unrealized appreciation      1,553             99          (3)       546               9          (3)            6
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------
        Net increase (decrease) from
           operations                        1,725            212          94        508              59          (4)            7
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------

Contract transactions:
    Payments received from contract
      owners                                 8,928          1,311          39        441             387          10            15
    Transfers between sub-accounts
      (including fixed account), net         3,616            314          (2)       736             380          38            40
    Transfers for contract benefits and
      terminations                            (238)           (35)         (6)       (76)            (29)         (1)            -
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------
        Net increase (decrease) in net
           assets from contract
           transactions                     12,306          1,590          31      1,101             738          47            55
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------

        Net increase (decrease) in net
           assets                           14,031          1,802         125      1,609             797          43            62

Net assets at beginning of period            9,748          1,529         295      4,634           1,287         203            97
                                         ----------  -------------  ----------  ---------   -------------   ---------   -----------
Net assets as end of period             $   23,779          3,331         420      6,243           2,084         246           159
                                         ==========  =============  ==========  =========   =============   =========   ===========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                        Kemper                                       MFS
                                          -----------------------------------   ----------------------------------------------

                                            Small      Small                                            Growth
                                             Cap        Cap      Government                              with       Emerging
                                           Growth      Value     Securities       Bond     Research     Income       Growth
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------
<S>                                     <C>             <C>            <C>          <C>       <C>        <C>           <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $       (9)        12             61          3          (36)       (33)          (68)
      Net realized gain (loss)                   8         (8)             1          -           92         49            13
      Change in unrealized appreciation         66        303            (72)        (6)         621        554         1,267
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------
        Net increase (decrease) from
           operations                           65        307            (10)        (3)         677        570         1,212
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------

Contract transactions:
    Payments received from contract
      owners                                   310      1,488            654          2        1,926      3,779         3,843
    Transfers between sub-accounts
      (including fixed account), net           142        220            323         (7)       1,820      2,163         1,600
    Transfers for contract benefits and
      terminations                             (11)       (41)            (5)         -          (69)      (223)         (174)
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------
        Net increase (decrease) in net
           assets from contract
           transactions                        441      1,667            972         (5)       3,677      5,719         5,269
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------

        Net increase (decrease) in net
           assets                              506      1,974            962         (8)       4,354      6,289         6,481

Net assets at beginning of period              893      2,145            630        174        5,658      7,016         7,142
                                          ---------  ---------  -------------   --------  -----------  ---------   -----------
Net assets as end of period             $    1,399      4,119          1,592        166       10,012     13,305        13,623
                                          =========  =========  =============   ========  ===========  =========   ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                          MFS                                      Oppenheimer
                                         -------------------------------------  ---------------------------------------------------
                                           F&C                                                   Main Street
                                         Emerging                                                  Growth
                                         Markets       High         Global        Capital           and          High
                                          Equity      Income     Governments    Appreciation       Income       Income      Bond
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------
<S>                                     <C>             <C>                <C>         <C>            <C>         <C>        <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $      (3)        190               3            (10)           (10)         64        243
      Net realized gain (loss)                (30)          -               -             81             29           -         27
      Change in unrealized appreciation       114         (94)             (4)           289            474         (41)      (438)
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------
        Net increase (decrease) from
           operations                          81          96              (1)           360            493          23       (168)
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------

Contract transactions:
    Payments received from contract
      owners                                    1         723               5          1,203            492         546      2,534
    Transfers between sub-accounts
      (including fixed account), net         (140)        649              24          1,139            548         326      1,692
    Transfers for contract benefits and
      terminations                            (13)        (55)              -            (26)           (19)         (8)      (113)
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------
        Net increase (decrease) in net
           assets from contract
           transactions                      (152)      1,317              29          2,316          1,021         864      4,113
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------

        Net increase (decrease) in net
           assets                             (71)      1,413              28          2,676          1,514         887      3,945

Net assets at beginning of period             481       2,158              22          1,189          2,941         777      4,234
                                         ---------   ---------  --------------  -------------   ------------  ----------  ---------
Net assets as end of period             $     410       3,571              50          3,865          4,455       1,664      8,179
                                         =========   =========  ==============  =============   ============  ==========  =========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                            Putnam                                       Templeton
                                         ------------------------------------------------------------------------------  -----------
                                                                                                              VT
                                                     VT Growth                                 VT        International
                                         Strategic      and        VT New                 International       New
                                           Bond        Income      Value      VT Vista       Growth      Opportunities    Bond (3)
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------
<S>                                     <C>              <C>           <C>        <C>           <C>                <C>          <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $      73           120         (6)         (17)           (64)             (6)           -
      Net realized gain (loss)                  -         1,202         11            2            180              85            -
      Change in unrealized appreciation       (84)          315         61          329            935              73           (2)
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------
        Net increase (decrease) from
           operations                         (11)        1,637         66          314          1,051             152           (2)
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------

Contract transactions:
    Payments received from contract
      owners                                  551         5,178         80          877          4,025             129           10
    Transfers between sub-accounts
      (including fixed account), net          653         3,311        166          481          1,443              83          133
    Transfers for contract benefits and
      terminations                            (12)         (273)       (14)         (38)          (117)            (23)           -
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------
        Net increase (decrease) in net
           assets from contract
           transactions                     1,192         8,216        232        1,320          5,351             189          143
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------

        Net increase (decrease) in net
           assets                           1,181         9,853        298        1,634          6,402             341          141

Net assets at beginning of period           1,095        12,699        441        1,785          6,206             602            -
                                         ---------  ------------  --------- ------------  -------------  --------------  -----------
Net assets as end of period             $   2,276        22,552        739        3,419         12,608             943          141
                                         =========  ============  ========= ============  =============  ==============  ===========


(3)   Sub-account commenced operations on March 1, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                           Templeton                                       Fidelity
                                         ------------------------------------------------------------------------------   --------
                                          Franklin                                                          Franklin
                                          Small Cap                                             Mutual       Growth
                                         Investments                             Developing     Shares     Investments      VIP
                                             (3)      Stock (4)  International     Markets    Investments      (3)         Growth
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------
<S>                                     <C>                 <C>         <C>            <C>          <C>            <C>        <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $          -          -            35              3           (7)           -         (2)
      Net realized gain (loss)                     -          -           210              4            5            3         32
      Change in unrealized appreciation           15          4           149            612          216            7         28
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------
        Net increase (decrease) from
           operations                             15          4           394            619          214           10         58
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------

Contract transactions:
    Payments received from contract
      owners                                      16         67         2,701            943          427           44        312
    Transfers between sub-accounts
      (including fixed account), net             152         52         1,216            188          457          163        441
    Transfers for contract benefits and
      terminations                                 -          -           (44)           (21)         (11)        (111)        (3)
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------
        Net increase (decrease) in net
           assets from contract
           transactions                          168        119         3,873          1,110          873           96        750
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------

        Net increase (decrease) in net
           assets                                183        123         4,267          1,729        1,087          106        808

Net assets at beginning of period                  -          -         1,507            679        1,021            -         88
                                         ------------ ---------- -------------  ------------- ------------ ------------   --------
Net assets as end of period             $        183        123         5,774          2,408        2,108          106        896
                                         ============ ========== =============  ============= ============ ============   ========


(3)   Sub-account commenced operations on March 1, 1999.
(4)   Sub-account commenced operations on January 19, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                    Fidelity
                                          -------------------------------------------------------------

                                                             VIP III          VIP III          VIP
                                             VIP II          Growth          Growth &        Equity-
                                           Contrafund     Opportunities       Income         Income         Total
                                          -------------  ---------------   -------------  -------------  ------------
<S>                                     <C>                         <C>           <C>              <C>     <C>
Increase (decrease) in net assets
    from operations:
      Net investment income (loss)      $           (3)              (1)             (2)             2        (7,346)
      Net realized gain (loss)                      23                3              15             12       191,562
      Change in unrealized appreciation             44               20              86             60       (10,380)
                                          -------------  ---------------   -------------  -------------  ------------
        Net increase (decrease) from
           operations                               64               22              99             74       173,836
                                          -------------  ---------------   -------------  -------------  ------------

Contract transactions:
    Payments received from contract
      owners                                       185               80             208            121       119,322
    Transfers between sub-accounts
      (including fixed account), net               349              228             652            444       173,536
    Transfers for contract benefits and
      terminations                                 (52)              (1)            (22)            (6)      (76,484)
                                          -------------  ---------------   -------------  -------------  ------------
        Net increase (decrease) in net
           assets from contract
           transactions                            482              307             838            559       216,374
                                          -------------  ---------------   -------------  -------------  ------------

        Net increase (decrease) in net
           assets                                  546              329             937            633       390,210

Net assets at beginning of period                  400              112             852            256     1,700,542
                                          -------------  ---------------   -------------  -------------  ------------
Net assets as end of period             $          946              441           1,789            889     2,090,752
                                          =============  ===============   =============  =============  ============


See accompanying notes to financial statements.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                   Trust
                                          ----------------------------------------------------------------------------------------
                                                                                              VKAC
                                                                                             Growth
                                           Quality       Money       High       Stock         and           Bond       Developing
                                            Income       Market      Yield      Index        Income       Debenture      Growth
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------
<S>                                     <C>                <C>       <C>         <C>           <C>          <C>            <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $     1,737          583        923        (803)         (390)        1,149           (99)
      Net realized gain (loss)                  455            -        135      21,907         7,127           899           (10)
      Change in unrealized appreciation           6            -       (668)        838           634         1,565           883
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------
        Net increase (decrease) from
           operations                         2,198          583        390      21,942         7,371         3,613           774
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------

Contract transactions:
    Cova payments                                 -            -          -           -             -             -             -
    Cova redemptions                              -            -          -           -             -             -          (112)
    Payments received from contract
      owners                                     21            6         55          69            39        21,396         6,348
    Transfers between sub-accounts
      (including fixed account), net         (3,399)     (10,098)    (1,392)      3,960         1,244        38,789         6,481
    Transfers for contract benefits and
      terminations                           (8,833)      (4,210)    (3,514)    (17,021)       (3,490)       (4,147)         (201)
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------
        Net increase (decrease) in net
           assets from contract
           transactions                     (12,211)     (14,302)    (4,851)    (12,992)       (2,207)       56,038        12,516
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------

        Net increase (decrease) in net
           assets                           (10,013)     (13,719)    (4,461)      8,950         5,164        59,651        13,290

Net assets at beginning of period            49,103       21,610     33,261      88,637        46,147        50,820         1,565
                                          ----------   ----------  ---------  ----------  ------------   -----------  ------------
Net assets as end of period             $    39,090        7,891     28,800      97,587        51,311       110,471        14,855
                                          ==========   ==========  =========  ==========  ============   ===========  ============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                                   Trust
                                          ---------------------------------------------------------------------------------------

                                            Large                               Small       Large
                                             Cap       Mid-Cap     Quality       Cap         Cap        Select      International
                                           Research     Value        Bond       Stock       Stock       Equity         Equity
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------
<S>                                     <C>             <C>          <C>        <C>          <C>        <C>               <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $       (66)      (109)         192       (791)        (530)     (1,491)             307
      Net realized gain (loss)                    5         (3)          36      2,068          412       8,442              328
      Change in unrealized appreciation       1,278        120        1,412     (6,177)      13,680      20,065            7,969
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------
        Net increase (decrease) from
           operations                         1,217          8        1,640     (4,900)      13,562      27,016            8,604
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------

Contract transactions:
    Cova payments                                 -          -            -          -            -           -                -
    Cova redemptions                           (102)      (107)           -          -            -           -                -
    Payments received from contract
      owners                                  6,104      7,924        9,698      8,193       18,801      21,003            8,143
    Transfers between sub-accounts
      (including fixed account), net          4,750      7,602       14,372     15,607       29,039      38,783           18,076
    Transfers for contract benefits and
      terminations                             (234)      (317)      (2,058)    (2,424)      (2,022)     (4,555)          (2,949)
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------
        Net increase (decrease) in net
           assets from contract
           transactions                      10,518     15,102       22,012     21,376       45,818      55,231           23,270
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------

        Net increase (decrease) in net
           assets                            11,735     15,110       23,652     16,476       59,380      82,247           31,874

Net assets at beginning of period             1,233      2,035       15,986     53,169       21,989      97,063           62,371
                                          ----------  ---------   ----------  ---------   ----------  ----------   --------------
Net assets as end of period             $    12,968     17,145       39,638     69,645       81,369     179,310           94,245
                                          ==========  =========   ==========  =========   ==========  ==========   ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                               Trust                          GACC       Lord Abbett    Russell
                                          -----------------------------------------------  -----------  -------------  ----------
                                                                                 Growth
                                                         Small                    and                      Growth        Multi-
                                                          Cap       Equity       Income       Money          and         Style
                                           Balanced     Equity      Income       Equity      Market        Income        Equity
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------
<S>                                     <C>               <C>          <C>         <C>         <C>           <C>          <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $        23         (10)          11         (30)        (161)         1,761        (129)
      Net realized gain (loss)                   40          11           80         167          436         33,820          40
      Change in unrealized appreciation         173          39           49         548          185         26,592       3,199
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------
        Net increase (decrease) from
           operations                           236          40          140         685          460         62,173       3,110
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------

Contract transactions:
    Cova payments                                 -           -            -           -            -              -           -
    Cova redemptions                              -           -            -           -            -              -           -
    Payments received from contract
      owners                                  1,408         442        1,820       3,014       35,352         55,721      21,870
    Transfers between sub-accounts
      (including fixed account), net          1,373         588          988       2,913      (19,753)       102,796       4,748
    Transfers for contract benefits and
      terminations                              (46)        (15)         (42)        (98)      (2,913)       (38,987)       (169)
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------
        Net increase (decrease) in net
           assets from contract
           transactions                       2,735       1,015        2,766       5,829       12,686        119,530      26,449
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------

        Net increase (decrease) in net
           assets                             2,971       1,055        2,906       6,514       13,146        181,703      29,559

Net assets at beginning of period               401         272          557       1,309        3,318        487,500           -
                                          ----------   ---------  -----------  ----------  -----------  -------------  ----------
Net assets as end of period             $     3,372       1,327        3,463       7,823       16,464        669,203      29,559
                                          ==========   =========  ===========  ==========  ===========  =============  ==========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                      Russell                                   AIM                       Alliance
                                         ----------------------------------  ------------------------------------------  ----------

                                                                                                              V.I.
                                         Aggressive                 Core                  V.I. Capital    International   Premier
                                          Equity        Non-US      Bond     V.I. Value   Appreciation       Equity        Growth
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------
<S>                                     <C>              <C>        <C>          <C>             <C>             <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $      (31)         (54)       178          (8)            (11)             (1)        (45)
      Net realized gain (loss)                 (18)           5          7         250              50              (3)         (4)
      Change in unrealized appreciation         75          412        268         668             164              81       1,522
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------
        Net increase (decrease) from
           operations                           26          363        453         910             203              77       1,473
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------

Contract transactions:
    Cova payments                                -            -          -           -               -               -           -
    Cova redemptions                             -            -          -           -               -               -           -
    Payments received from contract
      owners                                 4,296        8,107     13,098       4,061           1,431           1,648       6,485
    Transfers between sub-accounts
      (including fixed account), net         1,041        1,920      3,732       2,030             609             609       1,828
    Transfers for contract benefits and
      terminations                             (20)         (74)      (233)       (185)            (83)             (9)        (38)
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------
        Net increase (decrease) in net
           assets from contract
           transactions                      5,317        9,953     16,597       5,906           1,957           2,248       8,275
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------

        Net increase (decrease) in net
           assets                            5,343       10,316     17,050       6,816           2,160           2,325       9,748

Net assets at beginning of period                -            -          -           -               -               -           -
                                         ----------   ----------  ---------  ----------  --------------  --------------  ----------
Net assets as end of period             $    5,343       10,316     17,050       6,816           2,160           2,325       9,748
                                         ==========   ==========  =========  ==========  ==============  ==============  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                          Alliance     Liberty                 Goldman Sachs                        Kemper
                                         -----------  ----------  ---------------------------------------  ------------------------
                                                       Newport                                               Dreman
                                            Real        Tiger       Growth                                    High         Small
                                           Estate       Fund,        and       International     Global      Return         Cap
                                         Investment    Variable     Income        Equity         Income      Equity       Growth
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------
<S>                                     <C>                 <C>       <C>             <C>            <C>           <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $         1           4          12              (7)           6            -           (5)
      Net realized gain (loss)                    3         (30)        (12)             10            3            -           (3)
      Change in unrealized appreciation        (170)         54        (207)             56           (1)           1          107
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------
        Net increase (decrease) from
           operations                          (166)         28        (207)             59            8            1           99
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------

Contract transactions:
    Cova payments                                 -           -           -               -            -            -            -
    Cova redemptions                              -           -           -               -            -            -            -
    Payments received from contract
      owners                                  1,193         159       3,067             979          125            -          630
    Transfers between sub-accounts
      (including fixed account), net            514         108       1,826             255           84           96          162
    Transfers for contract benefits and
      terminations                              (12)          -         (52)             (6)         (14)           -            2
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------
        Net increase (decrease) in net
           assets from contract
           transactions                       1,695         267       4,841           1,228          195           96          794
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------

        Net increase (decrease) in net
           assets                             1,529         295       4,634           1,287          203           97          893

Net assets at beginning of period                 -           -           -               -            -            -            -
                                         -----------  ----------  ----------  --------------   ----------  -----------  -----------
Net assets as end of period             $     1,529         295       4,634           1,287          203           97          893
                                         ===========  ==========  ==========  ==============   ==========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                   Kemper                                       MFS
                                          ------------------------   ----------------------------------------------------------
                                                                                                                        F&C
                                            Small                                            Growth                  Emerging
                                             Cap      Government                              with      Emerging      Markets
                                            Value     Securities       Bond     Research     Income      Growth       Equity
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------
<S>                                     <C>                   <C>        <C>       <C>         <C>          <C>            <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $      (13)             -          -         (28)        (38)         (37)           3
      Net realized gain (loss)                   8              -          -          16           -           (2)         (97)
      Change in unrealized appreciation       (155)             9          1         481         574          985          (94)
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------
        Net increase (decrease) from
           operations                         (160)             9          1         469         536          946         (188)
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------

Contract transactions:
    Cova payments                                -              -          -           -           -            -            -
    Cova redemptions                             -              -          -           -           -            -            -
    Payments received from contract
      owners                                 1,656            503          3       3,760       4,624        5,018          421
    Transfers between sub-accounts
      (including fixed account), net           670            120        170       1,530       1,901        1,216          252
    Transfers for contract benefits and
      terminations                             (21)            (2)         -        (101)        (45)         (38)          (4)
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------
        Net increase (decrease) in net
           assets from contract
           transactions                      2,305            621        173       5,189       6,480        6,196          669
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------

        Net increase (decrease) in net
           assets                            2,145            630        174       5,658       7,016        7,142          481

Net assets at beginning of period                -              -          -           -           -            -            -
                                          ---------  -------------   --------  ----------   ---------  -----------  -----------
Net assets as end of period             $    2,145            630        174       5,658       7,016        7,142          481
                                          =========  =============   ========  ==========   =========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                     MFS                                       Oppenheimer
                                          --------------------------  --------------------------------------------------------------
                                                                                       Main Street
                                                                                         Growth
                                            High          Global         Capital          and          High                Strategic
                                           Income      Governments     Appreciation      Income       Income      Bond       Bond
                                          ---------   --------------  --------------  ------------   --------   --------  ----------
<S>                                     <C>                      <C>          <C>           <C>          <C>      <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $        5                -              (6)          (19)        (1)       (19)         (3)
      Net realized gain (loss)                   3                -               7             2          3          5           2
      Change in unrealized appreciation        (34)               1             134           (28)       (15)        95           3
                                          ---------   --------------  --------------  ------------   --------   --------  ----------
        Net increase (decrease) from
           operations                          (26)               1             135           (45)       (13)        81           2
                                          ---------   --------------  --------------  ------------   --------   --------  ----------

Contract transactions:
    Cova payments                                -                -               -             -          -          -           -
    Cova redemptions                             -                -               -             -          -          -           -
    Payments received from contract
      owners                                 1,634                4             838         2,140        517      3,298         725
    Transfers between sub-accounts
      (including fixed account), net           570               17             220           859        281        889         371
    Transfers for contract benefits and
      terminations                             (20)               -              (4)          (13)        (8)       (34)         (3)
                                          ---------   --------------  --------------  ------------   --------   --------  ----------
        Net increase (decrease) in net
           assets from contract
           transactions                      2,184               21           1,054         2,986        790      4,153       1,093
                                          ---------   --------------  --------------  ------------   --------   --------  ----------

        Net increase (decrease) in net
           assets                            2,158               22           1,189         2,941        777      4,234       1,095

Net assets at beginning of period                -                -               -             -          -          -           -
                                          ---------   --------------  --------------  ------------   --------   --------  ----------
Net assets as end of period             $    2,158               22           1,189         2,941        777      4,234       1,095
                                          =========   ==============  ==============  ============   ========   ========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                  Putnam                                         Templeton
                                         ------------------------------------------------------------  -----------------------------
                                                                                             VT
                                         VT Growth                          VT          International
                                            and      VT New             International       New                         Developing
                                           Income     Value   VT Vista    Growth        Opportunities   International     Markets
                                         ----------- -------- --------- ------------   --------------  --------------  -------------
<S>                                     <C>              <C>     <C>          <C>                <C>           <C>              <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $       (46)       2        (9)         (17)              (4)             (6)            (3)
      Net realized gain (loss)                  192        2        (1)         (39)              24               8             (4)
      Change in unrealized appreciation         660        6       173          353               40              48             44
                                         ----------- -------- --------- ------------   --------------  --------------  -------------
        Net increase (decrease) from
           operations                           806       10       163          297               60              50             37
                                         ----------- -------- --------- ------------   --------------  --------------  -------------

Contract transactions:
    Cova payments                                 -        -         -            -                -               -              -
    Cova redemptions                              -        -         -            -                -               -              -
    Payments received from contract
      owners                                  8,705      173     1,241        4,444              423           1,261            509
    Transfers between sub-accounts
      (including fixed account), net          3,257      259       385        1,511              127             201            139
    Transfers for contract benefits and
      terminations                              (69)      (1)       (4)         (46)              (8)             (5)            (6)
                                         ----------- -------- --------- ------------   --------------  --------------  -------------
        Net increase (decrease) in net
           assets from contract
           transactions                      11,893      431     1,622        5,909              542           1,457            642
                                         ----------- -------- --------- ------------   --------------  --------------  -------------

        Net increase (decrease) in net
           assets                            12,699      441     1,785        6,206              602           1,507            679

Net assets at beginning of period                 -        -         -            -                -               -              -
                                         ----------- -------- --------- ------------   --------------  --------------  -------------
Net assets as end of period             $    12,699      441     1,785        6,206              602           1,507            679
                                         =========== ======== ========= ============   ==============  ==============  =============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Statement of Changes in Net Assets
Year ended December 31, 1998
(In thousands of dollars)
<TABLE>
<CAPTION>
                                          Templeton                             Fidelity
                                         ------------  --------------------------------------------------------------

                                           Mutual                                VIP III        VIP III       VIP
                                           Shares        VIP      VIP II         Growth        Growth &     Equity-
                                         Investments   Growth   Contrafund    Opportunities     Income       Income       Total
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------
<S>                                     <C>                 <C>        <C>              <C>          <C>         <C>     <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $         (5)        -          (2)               -           (5)         (1)        1,864
      Net realized gain (loss)                     -        (3)         (2)              (2)          (5)         (3)       76,767
      Change in unrealized appreciation           32        12          48               13           94          17        78,917
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------
        Net increase (decrease) from
           operations                             27         9          44               11           84          13       157,548
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------

Contract transactions:
    Cova payments                                  -         -           -                -            -           -             -
    Cova redemptions                               -         -           -                -            -           -          (321)
    Payments received from contract
      owners                                     584        86         330              114          435         195       316,347
    Transfers between sub-accounts
      (including fixed account), net             415        (5)         24              (13)         333          51       288,031
    Transfers for contract benefits and
      terminations                                (5)       (2)          2                -            -          (3)      (99,409)
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------
        Net increase (decrease) in net
           assets from contract
           transactions                          994        79         356              101          768         243       504,648
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------

        Net increase (decrease) in net
           assets                              1,021        88         400              112          852         256       662,196

Net assets at beginning of period                  -         -           -                -            -           -     1,038,346
                                         ------------  -------- -----------  ---------------  -----------  ----------  ------------
Net assets as end of period             $      1,021        88         400              112          852         256     1,700,542
                                         ============  ======== ===========  ===============  ===========  ==========  ============


See accompanying notes to financial statements.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited

(1)    ORGANIZATION
       Cova Variable Annuity Account One (the Separate Account), a unit
       investment trust registered under the Investment Company Act of 1940 as
       amended, was established by Cova Financial Life Services Insurance
       Company (Cova) and exists in accordance with the regulations of the
       Missouri Department of Insurance. The Separate Account is a funding
       vehicle for variable annuity contracts issued by Cova.

<TABLE>
<CAPTION>
       The Separate Account is divided into sub-accounts with the assets of each
       sub-account invested in corresponding portfolios of the following
       investment companies. Each investment company is a diversified, open-end,
       management investment company registered under the Investment Company Act
       of 1940 as amended. The sub-accounts available for investment may vary
       between variable annuity contracts offered for sale by Cova.
<S>                                                                                  <C>
            Cova Series Trust (Trust)                                                14 portfolios
            General American Capital Company (GACC)                                   1 portfolio
            Russell Insurance Funds (Russell)                                         4 portfolios
            AIM Variable Insurance Funds, Inc. (AIM)                                  3 portfolios
            Alliance Variable Products Series Fund, Inc. (Alliance)                   2 portfolios
            Liberty Variable Investment Trust (Liberty)                               1 portfolio
            Goldman Sachs Variable Insurance Trust (Goldman Sachs)                    3 portfolios
            Investors Fund Series (Kemper)                                            4 portfolios
            MFS Variable Insurance Trust (MFS)                                        7 portfolios
            Oppenheimer Variable Account Funds (Oppenheimer)                          5 portfolios
            Putnam Variable Trust (Putnam)                                            5 portfolios
            Templeton Variable Products Series Fund (Templeton)                       7 portfolios
            Variable Insurance Products Fund, Fund II and Fund III (Fidelity)         5 portfolios
</TABLE>

       On January 8, 1999, the five sub-accounts investing in the Cova Series
       Trust portfolios managed by Van Kampen American Capital Advisory Corp.,
       Quality Income, Money Market, High Yield, Stock Index and VKAC Growth and
       Income portfolios, ceased operations and their assets were transferred to
       five existing sub-accounts. In addition, the Lord Abbett Growth and
       Income sub-account ceased operations and its assets were transferred to
       the Trust Lord Abbett Growth and Income sub-account which commenced
       operations on January 8, 1999. The asset transfers were in accordance
       with a substitution order issued by the Securities and Exchange
       Commission.


(2)    SIGNIFICANT ACCOUNTING POLICIES
       (A)  INVESTMENT VALUATION
            Investments made in the portfolios of the investment companies are
            valued at the reported net asset value of such portfolios, which
            value their investment securities at fair value. The average cost
            method is used to compute the realized gains and losses on the sale
            of portfolio shares owned by the sub-accounts. Income from dividends
            and gains from realized capital gain distributions are recorded on
            the ex-distribution date.

       (B)  REINVESTMENT OF DISTRIBUTIONS
            With the exception of the GACC Money Market Fund, dividends and
            gains from realized gain distributions are reinvested in additional
            shares of the portfolio.

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

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


       (C)  FEDERAL INCOME TAXES
            The operations of the Separate Account are included in the federal
            income tax return of Cova which is taxed as a Life Insurance Company
            under the provisions of the Internal Revenue Code (IRC). Under
            current IRC provisions, Cova believes it will be treated as the
            owner of the Separate Account assets for federal income tax purposes
            and does not expect to incur federal income taxes on the earnings of
            the Separate Account to the extent the earnings are credited to the
            variable annuity contracts. Based on this, no charge has been made
            to the Separate Account for federal income taxes. A charge may be
            made in future years for any federal income taxes that would be
            attributable to the variable annuity contracts.

       (D)  ANNUITY RESERVES
            Annuity reserves are computed for contracts in the payout stage
            according to the 1983a Mortality Table. The assumed investment
            return is 3%. The mortality risk is borne by Cova and may result in
            additional transfers to the Separate Account. Conversely, if
            reserves exceed amounts required, transfers may be made from the
            Separate Account to Cova.


(3)    SEPARATE ACCOUNT EXPENSES
       Cova deducts a daily charge from the net assets of each Separate Account
       sub-account equivalent to an annual rate of 1.25% for the assumption of
       mortality and expense risks and 0.15% for administrative expenses. 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. The administrative fees cover the cost of
       establishing and maintaining the variable annuity contracts and the
       Separate Account.


(4)    CONTRACT FEES
       There are no deductions made from purchase payments for sales fees at the
       time a variable annuity contract is purchased. However, if all or a
       portion of the contract value is withdrawn, a withdrawal fee may be
       assessed and deducted from the contract value or payment to the contract
       owner. 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 the contract value exceeds $5,000, the contract
       owner may make one withdrawal each contract year of up to 10% of the
       aggregate purchase payments (on deposit for more than one year) without
       incurring a surrender fee. During the six months ending June 30, 1999,
       surrender fees of $406 thousand were deducted.

       An annual contract maintenance fee of $30 is imposed on all variable
       annuity contracts with contract values less than $50,000 on their
       anniversary. This fee covers the cost of contract administration for the
       previous year and is prorated between the Separate Account sub-accounts
       and the fixed rate account 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 the available
       sub-accounts and the fixed rate account. 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, may be deducted from the contract
       value. Transfers made in a dollar cost averaging program are not subject
       to the transfer fee.

       During the six months ending June 30, 1999, contract maintenance and
       transfer fees of $308 thousand were deducted.

       Currently, Cova advances any premium taxes due at the time purchase
       payments are made and then deducts premium taxes at the time annuity
       payments begin. Cova reserves the right to deduct premium taxes when
       incurred.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(5)    COST BASIS OF INVESTMENTS
       The cost basis of each sub-account's investment follows:


<S>                                                  <C>              <C>                                          <C>
       Trust Lord Abbett Growth and Income           $ 760,728        Kemper Small Cap Value                       $ 3,971
       Trust Bond Debenture                            147,373        Kemper Government Securities                   1,655
       Trust Developing Growth                          18,520        MFS Bond                                         171
       Trust Large Cap Research                         19,970        MFS Research                                   8,910
       Trust Mid-Cap Value                              22,681        MFS Growth with Income                        12,177
       Trust Quality Bond                               88,423        MFS Emerging Growth                           11,371
       Trust Small Cap Stock                            67,973        MFS/F&C Emerging Markets Equity                  390
       Trust Large Cap Stock                           174,438        MFS High Income                                3,699
       Trust Select Equity                             163,929        MFS Global Governments                            53
       Trust International Equity                       87,547        Oppenheimer Capital Appreciation               3,442
       Trust Balanced                                    6,237        Oppenheimer Main Street Growth & Income        4,009
       Trust Small Cap Equity                            1,609        Oppenheimer High Income                        1,720
       Trust Equity Income                               4,946        Oppenheimer Bond                               8,522
       Trust Growth and Income Equity                   10,973        Oppenheimer Strategic Bond                     2,357
       GACC Money Market                                36,681        Putnam VT Growth and Income                   21,577
       Russell Multi-Style Equity                       39,355        Putnam VT New Value                              672
       Russell Aggressive Equity                         7,163        Putnam VT Vista                                2,917
       Russell Non-US                                   13,957        Putnam VT International Growth                11,320
       Russell Core Bond                                24,012        Putnam VT International New Opportunities        830
       AIM V.I. Value                                   16,661        Templeton Bond                                   143
       AIM V.I. Capital Appreciation                     5,314        Franklin Small Cap Investments                   168
       AIM V.I. International Equity                     3,303        Templeton Stock                                  119
       Alliance Premier Growth                          20,704        Templeton International                        5,577
       Alliance Real Estate Investment                   3,402        Templeton Developing Markets                   1,752
       Liberty Newport Tiger Fund, Variable                369        Templeton Mutual Shares Investments            1,860
       Goldman Sachs Growth and Income                   5,904        Franklin Growth Investments                       99
       Goldman Sachs International Equity                2,019        Fidelity VIP Growth                              856
       Goldman Sachs Global Income                         250        Fidelity VIP II Contrafund                       854
       Kemper Dreman High Return Equity                    152        Fidelity VIP III Growth Opportunities            408
       Kemper Small Cap Growth                           1,226        Fidelity VIP III Growth & Income               1,609
                                                                      Fidelity VIP Equity-Income                       812
                                                                                                             --------------
                                                                                                               $ 1,869,839
                                                                                                             ==============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)   UNIT FAIR VALUE
      A summary of accumulation unit values, net assets, total return and
      expense ratios for each sub-account follows:

                                                                           Accumulation Unit Value
                                                Commenced     --------------------------------------------------------
                                                Operations      6/30/99       12/31/98      12/31/97       12/31/96
                                                ----------    ------------   ------------  ------------   ------------

<S>                                                <C>      <C>                <C>           <C>            <C>
      Trust Lord Abbett Growth and Income          1/8/99   $   39.095065
      Trust Bond Debenture                         5/1/96       13.536168      13.496500     12.881792      11.294930
      Trust Developing Growth                     8/20/97       12.724192      11.067854     10.527554
      Trust Large Cap Research                    8/20/97       13.320553      11.825550      9.899560
      Trust Mid-Cap Value                         8/20/97       11.560414      10.437949     10.467957
      Trust Quality Bond                           5/1/96       11.582126      11.914489     11.155126      10.368764
      Trust Small Cap Stock                        5/1/96       13.249386      12.582860     13.491466      11.308419
      Trust Large Cap Stock                        5/1/96       21.760453      19.428499     14.889462      11.334979
      Trust Select Equity                          5/1/96       18.786819      16.987204     14.053502      10.838053
      Trust International Equity                   5/1/96       13.530211      12.889315     11.462435      10.967004
      Trust Balanced                               7/1/97       12.542349      11.767845     10.531920
      Trust Small Cap Equity                       7/1/97       10.802058      10.238676     10.418047
      Trust Equity Income                          7/1/97       13.329239      12.068849     11.194166
      Trust Growth and Income Equity               7/1/97       13.783946      12.188331     10.756082
      GACC Money Market                            6/3/96       11.299196      11.109943     10.667011      10.233546
      Russell Multi-Style Equity                 12/31/97       14.136244      12.694810     10.000000
      Russell Aggressive Equity                  12/31/97        9.994595       9.963254     10.000000
      Russell Non-US                             12/31/97       11.843135      11.142092     10.000000
      Russell Core Bond                          12/31/97       10.400162      10.591175     10.000000
      AIM V.I. Value                             12/31/97       14.842562      13.060203     10.000000
      AIM V.I. Capital Appreciation              12/31/97       12.802441      11.770729     10.000000
      AIM V.I. International Equity              12/31/97       11.814369      11.391449     10.000000
      Alliance Premier Growth                    12/31/97       16.395203      14.595485     10.000000
      Alliance Real Estate Investment            12/31/97        8.410331       7.988435     10.000000
      Liberty Newport Tiger Fund, Variable       12/31/97       11.850543       9.228765     10.000000
      Goldman Sachs Growth and Income             1/29/98       10.866470       9.908613
      Goldman Sachs International Equity          1/29/98       11.628506      11.402925
      Goldman Sachs Global Income                 1/29/98       10.551525      10.781765
      Kemper Dreman High Return Equity            5/15/98       10.988298      10.487302
      Kemper Small Cap Growth                    12/31/97       12.075969      11.676086     10.000000
      Kemper Small Cap Value                     12/31/97        9.212540       8.753222     10.000000
      Kemper Government Securities               12/31/97       10.486805      10.556498     10.000000
      MFS Bond                                    5/15/98       10.294147      10.491811
      MFS Research                               12/31/97       13.158217      12.172796     10.000000
      MFS Growth with Income                     12/31/97       12.683197      12.066568     10.000000
      MFS Emerging Growth                        12/31/97       14.825001      13.233235     10.000000
      MFS/F&C Emerging Markets Equity            12/31/97        7.986146       6.571830     10.000000
      MFS High Income                            12/31/97       10.262353       9.845193     10.000000
      MFS Global Governments                     12/31/97       10.290122      10.669943     10.000000
      Oppenheimer Capital Appreciation           12/31/97       14.069924      12.232731     10.000000
      Oppenheimer Main Street Growth & Income    12/31/97       11.756598      10.326519     10.000000
      Oppenheimer High Income                    12/31/97       10.198942       9.893828     10.000000
      Oppenheimer Bond                           12/31/97       10.283438      10.533011     10.000000
      Oppenheimer Strategic Bond                 12/31/97       10.094897      10.151332     10.000000
      Putnam VT Growth and Income                12/31/97       12.503038      11.382650     10.000000
      Putnam VT New Value                        12/31/97       11.899961      10.483517     10.000000
      Putnam VT Vista                            12/31/97       13.199054      11.785702     10.000000
      Putnam VT International Growth             12/31/97       13.062217      11.707003     10.000000
      Putnam VT International New Opportunities  12/31/97       13.536626      11.402252     10.000000
      Templeton Bond                               3/1/99        9.799254
      Franklin Small Cap Investments               3/1/99       12.110249
      Templeton Stock                             1/19/99       11.034139
      Templeton International                      5/1/98       10.014948       9.144522
      Templeton Developing Markets                 5/1/98       10.737070       7.552448
      Templeton Mutual Shares Investments          5/1/98       11.009906       9.630622
      Franklin Growth Investments                  3/1/99       11.612002
      Fidelity VIP Growth                         2/17/98       14.859885      13.077878
      Fidelity VIP II Contrafund                  2/17/98       13.652825      12.357373
      Fidelity VIP III Growth Opportunities       2/17/98       12.416559      11.742360
      Fidelity VIP III Growth & Income            2/17/98       13.076025      12.202502
      Fidelity VIP Equity-Income                  2/17/98       11.893156      10.626607

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)   UNIT FAIR VALUE, CONTINUED

                                                                       Net Assets (in thousands)
                                                Commenced     ------------------------------------------------
                                                Operations     6/30/99      12/31/98    12/31/97    12/31/96
                                                ----------    ----------   -----------  ---------  -----------

<S>                                               <C>       <C>               <C>         <C>          <C>
      Trust Lord Abbett Growth and Income          1/8/99   $   833,664
      Trust Bond Debenture                         5/1/96       152,005       110,471     50,820        7,451
      Trust Developing Growth                     8/20/97        22,131        14,855      1,565
      Trust Large Cap Research                    8/20/97        23,622        12,968      1,233
      Trust Mid-Cap Value                         8/20/97        25,505        17,145      2,035
      Trust Quality Bond                           5/1/96        88,280        39,638     15,986        5,276
      Trust Small Cap Stock                        5/1/96        72,501        69,645     53,169       13,993
      Trust Large Cap Stock                        5/1/96       208,258        81,369     21,989       15,751
      Trust Select Equity                          5/1/96       219,197       179,310     97,063       22,159
      Trust International Equity                   5/1/96       101,888        94,245     62,371       14,333
      Trust Balanced                               7/1/97         6,797         3,372        401
      Trust Small Cap Equity                       7/1/97         1,753         1,327        272
      Trust Equity Income                          7/1/97         5,509         3,463        557
      Trust Growth and Income Equity               7/1/97        12,943         7,823      1,309
      GACC Money Market                            6/3/96        37,346        16,464      3,318          358
      Russell Multi-Style Equity                 12/31/97        44,310        29,559
      Russell Aggressive Equity                  12/31/97         7,438         5,343
      Russell Non-US                             12/31/97        15,120        10,316
      Russell Core Bond                          12/31/97        23,257        17,050
      AIM V.I. Value                             12/31/97        18,864         6,816
      AIM V.I. Capital Appreciation              12/31/97         5,900         2,160
      AIM V.I. International Equity              12/31/97         3,451         2,325
      Alliance Premier Growth                    12/31/97        23,779         9,748
      Alliance Real Estate Investment            12/31/97         3,331         1,529
      Liberty Newport Tiger Fund, Variable       12/31/97           420           295
      Goldman Sachs Growth and Income             1/29/98         6,243         4,634
      Goldman Sachs International Equity          1/29/98         2,084         1,287
      Goldman Sachs Global Income                 1/29/98           246           203
      Kemper Dreman High Return Equity            5/15/98           159            97
      Kemper Small Cap Growth                    12/31/97         1,399           893
      Kemper Small Cap Value                     12/31/97         4,119         2,145
      Kemper Government Securities               12/31/97         1,592           630
      MFS Bond                                    5/15/98           166           174
      MFS Research                               12/31/97        10,012         5,658
      MFS Growth with Income                     12/31/97        13,305         7,016
      MFS Emerging Growth                        12/31/97        13,623         7,142
      MFS/F&C Emerging Markets Equity            12/31/97           410           481
      MFS High Income                            12/31/97         3,571         2,158
      MFS Global Governments                     12/31/97            50            22
      Oppenheimer Capital Appreciation           12/31/97         3,865         1,189
      Oppenheimer Main Street Growth & Income    12/31/97         4,455         2,941
      Oppenheimer High Income                    12/31/97         1,664           777
      Oppenheimer Bond                           12/31/97         8,179         4,234
      Oppenheimer Strategic Bond                 12/31/97         2,276         1,095
      Putnam VT Growth and Income                12/31/97        22,552        12,699
      Putnam VT New Value                        12/31/97           739           441
      Putnam VT Vista                            12/31/97         3,419         1,785
      Putnam VT International Growth             12/31/97        12,608         6,206
      Putnam VT International New Opportunities  12/31/97           943           602
      Templeton Bond                               3/1/99           141
      Franklin Small Cap Investments               3/1/99           183
      Templeton Stock                             1/19/99           123
      Templeton International                      5/1/98         5,774         1,507
      Templeton Developing Markets                 5/1/98         2,408           679
      Templeton Mutual Shares Investments          5/1/98         2,108         1,021
      Franklin Growth Investments                  3/1/99           106
      Fidelity VIP Growth                         2/17/98           896            88
      Fidelity VIP II Contrafund                  2/17/98           946           400
      Fidelity VIP III Growth Opportunities       2/17/98           441           112
      Fidelity VIP III Growth & Income            2/17/98         1,789           852
      Fidelity VIP Equity-Income                  2/17/98           889           256

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)   UNIT FAIR VALUE, CONTINUED:


                                                                                   Total Return*
                                                Commenced     --------------------------------------------------------
                                                Operations       1999           1998          1997           1996
                                                ----------    ------------   ------------  ------------   ------------
<S>                                               <C>              <C>            <C>          <C>            <C>
      Trust Lord Abbett Growth and Income          1/8/99           8.89%
      Trust Bond Debenture                         5/1/96           0.29%          4.77%        14.05%         11.86%
      Trust Developing Growth                     8/20/97          14.97%          5.13%         5.28%
      Trust Large Cap Research                    8/20/97          12.64%         19.46%        -1.00%
      Trust Mid-Cap Value                         8/20/97          10.75%         -0.29%         4.68%
      Trust Quality Bond                           5/1/96          -2.79%          6.81%         7.58%          4.76%
      Trust Small Cap Stock                        5/1/96           5.30%         -6.74%        19.31%          7.57%
      Trust Large Cap Stock                        5/1/96          12.00%         30.49%        31.36%         13.32%
      Trust Select Equity                          5/1/96          10.59%         20.88%        29.67%          7.48%
      Trust International Equity                   5/1/96           4.97%         12.45%         4.52%          7.36%
      Trust Balanced                               7/1/97           6.58%         11.74%         5.32%
      Trust Small Cap Equity                       7/1/97           5.50%         -1.72%         4.18%
      Trust Equity Income                          7/1/97          10.44%          7.81%        11.94%
      Trust Growth and Income Equity               7/1/97          13.09%         13.32%         7.56%
      GACC Money Market                            6/3/96           1.70%          4.15%         4.24%          2.34%
      Russell Multi-Style Equity                 12/31/97          11.35%         26.95%
      Russell Aggressive Equity                  12/31/97           0.31%         -0.37%
      Russell Non-US                             12/31/97           6.29%         11.42%
      Russell Core Bond                          12/31/97          -1.80%          5.91%
      AIM V.I. Value                             12/31/97          13.65%         30.60%
      AIM V.I. Capital Appreciation              12/31/97           8.77%         17.71%
      AIM V.I. International Equity              12/31/97           3.71%         13.91%
      Alliance Premier Growth                    12/31/97          12.33%         45.96%
      Alliance Real Estate Investment            12/31/97           5.28%        -20.12%
      Liberty Newport Tiger Fund, Variable       12/31/97          28.41%         -7.71%
      Goldman Sachs Growth and Income             1/29/98           9.67%         -0.91%
      Goldman Sachs International Equity          1/29/98           1.98%         14.03%
      Goldman Sachs Global Income                 1/29/98          -2.14%          7.82%
      Kemper Dreman High Return Equity            5/15/98           4.78%          4.87%
      Kemper Small Cap Growth                    12/31/97           3.42%         16.76%
      Kemper Small Cap Value                     12/31/97           5.25%        -12.47%
      Kemper Government Securities               12/31/97          -0.66%          5.57%
      MFS Bond                                    5/15/98          -1.88%          4.92%
      MFS Research                               12/31/97           8.10%         21.73%
      MFS Growth with Income                     12/31/97           5.11%         20.67%
      MFS Emerging Growth                        12/31/97          12.03%         32.33%
      MFS/F&C Emerging Markets Equity            12/31/97          21.52%        -34.28%
      MFS High Income                            12/31/97           4.24%         -1.55%
      MFS Global Governments                     12/31/97          -3.56%          6.70%
      Oppenheimer Capital Appreciation           12/31/97          15.02%         22.33%
      Oppenheimer Main Street Growth & Income    12/31/97          13.85%          3.27%
      Oppenheimer High Income                    12/31/97           3.08%         -1.06%
      Oppenheimer Bond                           12/31/97          -2.37%          5.33%
      Oppenheimer Strategic Bond                 12/31/97          -0.56%          1.51%
      Putnam VT Growth and Income                12/31/97           9.84%         13.83%
      Putnam VT New Value                        12/31/97          13.51%          4.83%
      Putnam VT Vista                            12/31/97          11.99%         17.86%
      Putnam VT International Growth             12/31/97          11.58%         17.07%
      Putnam VT International New Opportunities  12/31/97          18.72%         14.02%
      Templeton Bond                               3/1/99          -2.01%
      Franklin Small Cap Investments               3/1/99          21.10%
      Templeton Stock                             1/19/99          10.34%
      Templeton International                      5/1/98           9.52%         -8.55%
      Templeton Developing Markets                 5/1/98          42.17%        -24.48%
      Templeton Mutual Shares Investments          5/1/98          14.32%         -3.69%
      Franklin Growth Investments                  3/1/99          16.12%
      Fidelity VIP Growth                         2/17/98          13.63%         30.78%
      Fidelity VIP II Contrafund                  2/17/98          10.48%         23.57%
      Fidelity VIP III Growth Opportunities       2/17/98           5.74%         17.42%
      Fidelity VIP III Growth & Income            2/17/98           7.16%         22.03%
      Fidelity VIP Equity-Income                  2/17/98          11.92%          6.27%


*     The total return for sub-accounts that commenced operations during the period is not annualized.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)   UNIT FAIR VALUE, CONTINUED:

                                                                              Separate Account Expenses
                                                                            As a % of Average Net Assets**
                                                Commenced         -----------------------------------------------
                                                Operations          1999         1998        1997        1996
                                                ----------        ----------  -----------  ----------  ----------
<S>                                               <C>                 <C>          <C>         <C>         <C>
      Trust Lord Abbett Growth and Income          1/8/99             1.40%
      Trust Bond Debenture                         5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust Developing Growth                     8/20/97             1.40%        1.40%       1.40%
      Trust Large Cap Research                    8/20/97             1.40%        1.40%       1.40%
      Trust Mid-Cap Value                         8/20/97             1.40%        1.40%       1.40%
      Trust Quality Bond                           5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust Small Cap Stock                        5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust Large Cap Stock                        5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust Select Equity                          5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust International Equity                   5/1/96             1.40%        1.40%       1.40%       1.40%
      Trust Balanced                               7/1/97             1.40%        1.40%       1.40%
      Trust Small Cap Equity                       7/1/97             1.40%        1.40%       1.40%
      Trust Equity Income                          7/1/97             1.40%        1.40%       1.40%
      Trust Growth and Income Equity               7/1/97             1.40%        1.40%       1.40%
      GACC Money Market                            6/3/96             1.40%        1.40%       1.40%       1.40%
      Russell Multi-Style Equity                 12/31/97             1.40%        1.40%
      Russell Aggressive Equity                  12/31/97             1.40%        1.40%
      Russell Non-US                             12/31/97             1.40%        1.40%
      Russell Core Bond                          12/31/97             1.40%        1.40%
      AIM V.I. Value                             12/31/97             1.40%        1.40%
      AIM V.I. Capital Appreciation              12/31/97             1.40%        1.40%
      AIM V.I. International Equity              12/31/97             1.40%        1.40%
      Alliance Premier Growth                    12/31/97             1.40%        1.40%
      Alliance Real Estate Investment            12/31/97             1.40%        1.40%
      Liberty Newport Tiger Fund, Variable       12/31/97             1.40%        1.40%
      Goldman Sachs Growth and Income             1/29/98             1.40%        1.40%
      Goldman Sachs International Equity          1/29/98             1.40%        1.40%
      Goldman Sachs Global Income                 1/29/98             1.40%        1.40%
      Kemper Dreman High Return Equity            5/15/98             1.40%        1.40%
      Kemper Small Cap Growth                    12/31/97             1.40%        1.40%
      Kemper Small Cap Value                     12/31/97             1.40%        1.40%
      Kemper Government Securities               12/31/97             1.40%        1.40%
      MFS Bond                                    5/15/98             1.40%        1.40%
      MFS Research                               12/31/97             1.40%        1.40%
      MFS Growth with Income                     12/31/97             1.40%        1.40%
      MFS Emerging Growth                        12/31/97             1.40%        1.40%
      MFS/F&C Emerging Markets Equity            12/31/97             1.40%        1.40%
      MFS High Income                            12/31/97             1.40%        1.40%
      MFS Global Governments                     12/31/97             1.40%        1.40%
      Oppenheimer Capital Appreciation           12/31/97             1.40%        1.40%
      Oppenheimer Main Street Growth & Income    12/31/97             1.40%        1.40%
      Oppenheimer High Income                    12/31/97             1.40%        1.40%
      Oppenheimer Bond                           12/31/97             1.40%        1.40%
      Oppenheimer Strategic Bond                 12/31/97             1.40%        1.40%
      Putnam VT Growth and Income                12/31/97             1.40%        1.40%
      Putnam VT New Value                        12/31/97             1.40%        1.40%
      Putnam VT Vista                            12/31/97             1.40%        1.40%
      Putnam VT International Growth             12/31/97             1.40%        1.40%
      Putnam VT International New Opportunities  12/31/97             1.40%        1.40%
      Templeton Bond                               3/1/99             1.40%
      Franklin Small Cap Investments               3/1/99             1.40%
      Templeton Stock                             1/19/99             1.40%
      Templeton International                      5/1/98             1.40%        1.40%
      Templeton Developing Markets                 5/1/98             1.40%        1.40%
      Templeton Mutual Shares Investments          5/1/98             1.40%        1.40%
      Franklin Growth Investments                  3/1/99             1.40%
      Fidelity VIP Growth                         2/17/98             1.40%        1.40%
      Fidelity VIP II Contrafund                  2/17/98             1.40%        1.40%
      Fidelity VIP III Growth Opportunities       2/17/98             1.40%        1.40%
      Fidelity VIP III Growth & Income            2/17/98             1.40%        1.40%
      Fidelity VIP Equity-Income                  2/17/98             1.40%        1.40%


**    The expense ratio for sub-accounts that commenced operations during the period is annualized.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION
       The realized gain (loss) on the sale of fund shares and the change in
       unrealized appreciation for each sub-account during the six months ending
       June 30, 1999 and the year ending December 31, 1998 follows:

                                                                                        Realized Gain (Loss)
                                                                ----------------------------------------------------------------
                                                                     Aggregate           Aggregate Cost
                                                Year or           Proceeds from Sales    of Fund Shares           Realized
                                                 Period           of Fund Shares            Redeemed             Gain (Loss)
                                              ------------      -------------------    -------------------   -------------------
<S>                                                  <C>                  <C>                    <C>                     <C>
       Trust Quality Income                          1999                 $ 38,668               $ 39,188                $ (520)
                                                     1998                   13,031                 12,576                   455

       Trust Money Market                            1999                    7,897                  7,897                     -
                                                     1998                   14,519                 14,519                     -

       Trust High Yield                              1999                   28,995                 29,950                  (955)
                                                     1998                    6,314                  6,179                   135

       Trust Stock Index                             1999                  100,241                 82,162                18,079
                                                     1998                   23,196                 17,093                 6,103

       Trust VKAC Growth and Income                  1999                   51,735                 45,148                 6,587
                                                     1998                    6,244                  4,804                 1,440

       Trust Lord Abbett Growth and Income           1999                   11,982                 11,656                   326
                                                     1998

       Trust Bond Debenture                          1999                    2,993                  2,901                    92
                                                     1998                    9,489                  9,470                    19

       Trust Developing Growth                       1999                      377                    333                    44
                                                     1998                      138                    152                   (14)

       Trust Large Cap Research                      1999                       20                     18                     2
                                                     1998                      161                    156                     5

       Trust Mid-Cap Value                           1999                      206                    205                     1
                                                     1998                       82                     85                    (3)

       Trust Quality Bond                            1999                    8,166                  8,102                    64
                                                     1998                    1,335                  1,299                    36

       Trust Small Cap Stock                         1999                    3,891                  3,966                   (75)
                                                     1998                    3,113                  3,238                  (125)

       Trust Large Cap Stock                         1999                   18,950                 17,497                 1,453
                                                     1998                      147                    131                    16

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                  Realized Gain (Loss)
                                                          ----------------------------------------------------------------
                                                               Aggregate           Aggregate Cost
                                          Year or           Proceeds from Sales    of Fund Shares           Realized
                                           Period           of Fund Shares            Redeemed             Gain (Loss)
                                        ------------      -------------------    -------------------   -------------------
<S>                                            <C>                   <C>                    <C>                   <C>
       Trust Select Equity                     1999                    $ 613                  $ 483                 $ 130
                                               1998                    1,485                  1,275                   210

       Trust International Equity              1999                    3,571                  3,181                   390
                                               1998                    4,919                  4,609                   310

       Trust Balanced                          1999                       26                     25                     1
                                               1998                       30                     31                    (1)

       Trust Small Cap Equity                  1999                       87                     87                     -
                                               1998                       39                     42                    (3)

       Trust Equity Income                     1999                       66                     63                     3
                                               1998                       75                     75                     -

       Trust Growth and Income Equity          1999                       98                     90                     8
                                               1998                      211                    204                     7

       GACC Money Market                       1999                   27,684                 27,333                   351
                                               1998                   37,059                 36,623                   436

       Lord Abbett Growth and Income           1999                  700,973                555,507               145,466
                                               1998                   12,298                 10,217                 2,081

       Russell Multi-Style Equity              1999                    1,041                    968                    73
                                               1998                       62                     61                     1

       Russell Aggressive Equity               1999                      377                    388                   (11)
                                               1998                      203                    247                   (44)

       Russell Non-US                          1999                      298                    284                    14
                                               1998                       92                     90                     2

       Russell Core Bond                       1999                      865                    880                   (15)
                                               1998                      523                    522                     1

       AIM V.I. Value                          1999                        3                      2                     1
                                               1998                      253                    263                   (10)

       AIM V.I. Capital Appreciation           1999                      115                    106                     9
                                               1998                       72                     75                    (3)

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                          Realized Gain (Loss)
                                                                  ----------------------------------------------------------------
                                                                       Aggregate           Aggregate Cost
                                                  Year or           Proceeds from Sales    of Fund Shares           Realized
                                                   Period           of Fund Shares            Redeemed             Gain (Loss)
                                                ------------      -------------------    -------------------   -------------------
<S>                                                    <C>                   <C>                    <C>                      <C>
       AIM V.I. International Equity                   1999                  $ 5,979                $ 5,885                  $ 94
                                                       1998                    8,246                  8,249                    (3)

       Alliance Premier Growth                         1999                       28                     24                     4
                                                       1998                       54                     58                    (4)

       Alliance Real Estate Investment                 1999                      162                    169                    (7)
                                                       1998                       28                     30                    (2)

       Liberty Newport Tiger Fund, Variable            1999                    1,011                    912                    99
                                                       1998                      416                    446                   (30)

       Goldman Sachs Growth and Income                 1999                      460                    461                    (1)
                                                       1998                      126                    138                   (12)

       Goldman Sachs International Equity              1999                    1,624                  1,563                    61
                                                       1998                       29                     29                     -

       Goldman Sachs Global Income                     1999                        2                      2                     -
                                                       1998                       17                     16                     1

       Kemper Dreman High Return Equity                1999                        7                      7                     -
                                                       1998                        -                      -                     -

       Kemper Small Cap Growth                         1999                      154                    146                     8
                                                       1998                    1,008                  1,035                   (27)

       Kemper Small Cap Value                          1999                      186                    194                    (8)
                                                       1998                       21                     25                    (4)

       Kemper Government Securities                    1999                      115                    114                     1
                                                       1998                       17                     17                     -

       MFS Bond                                        1999                       13                     13                     -
                                                       1998                        -                      -                     -

       MFS Research                                    1999                       86                     80                     6
                                                       1998                      120                    122                    (2)

       MFS Growth with Income                          1999                      115                    108                     7
                                                       1998                       28                     28                     -

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                             Realized Gain (Loss)
                                                                     -------------------------------------------------------------
                                                                          Aggregate           Aggregate Cost
                                                        Year or        Proceeds from Sales    of Fund Shares        Realized
                                                         Period        of Fund Shares            Redeemed          Gain (Loss)
                                                        ----------   -------------------    -------------------   ----------------
<S>                                                          <C>                  <C>                    <C>                <C>
       MFS Emerging Growth                                   1999                  $ 91                   $ 78               $ 13
                                                             1998                   129                    140                (11)

       MFS/Foreign & Colonial Emerging Markets Equity        1999                   265                    295                (30)
                                                             1998                 1,059                  1,156                (97)

       MFS High Income                                       1999                    53                     53                  -
                                                             1998                    61                     63                 (2)

       MFS Global Governments                                1999                     -                      -                  -
                                                             1998                     -                      -                  -

       Oppenheimer Capital Appreciation                      1999                    37                     34                  3
                                                             1998                   187                    188                 (1)

       Oppenheimer Main Street Growth & Income               1999                   126                    123                  3
                                                             1998                   326                    363                (37)

       Oppenheimer High Income                               1999                     9                      9                  -
                                                             1998                    31                     32                 (1)

       Oppenheimer Bond                                      1999                    33                     34                 (1)
                                                             1998                    49                     49                  -

       Oppenheimer Strategic Bond                            1999                    37                     37                  -
                                                             1998                     3                      3                  -

       Putnam VT Growth and Income                           1999                   103                    100                  3
                                                             1998                   294                    302                 (8)

       Putnam VT New Value                                   1999                    34                     32                  2
                                                             1998                     3                      3                  -

       Putnam VT Vista                                       1999                    18                     16                  2
                                                             1998                    27                     28                 (1)

       Putnam VT International Growth                        1999                 2,376                  2,196                180
                                                             1998                 4,315                  4,354                (39)

       Putnam VT International New Opportunities             1999                 2,092                  2,007                 85
                                                             1998                 2,989                  2,965                 24

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                          Realized Gain (Loss)
                                                                  ----------------------------------------------------------------
                                                                       Aggregate           Aggregate Cost
                                                  Year or           Proceeds from Sales    of Fund Shares           Realized
                                                   Period           of Fund Shares            Redeemed             Gain (Loss)
                                                 -----------      -------------------    -------------------   -------------------
<S>                                                    <C>                     <C>                    <C>                   <C>
       Templeton Bond                                  1999                      $ -                    $ -                   $ -
                                                       1998

       Franklin Small Cap Investments                  1999                        -                      -                     -
                                                       1998

       Templeton Stock                                 1999                        -                      -                     -
                                                       1998

       Templeton International                         1999                    5,373                  5,361                    12
                                                       1998                    6,057                  6,049                     8

       Templeton Developing Markets                    1999                      514                    510                     4
                                                       1998                      357                    361                    (4)

       Templeton Mutual Shares Investments             1999                       93                     88                     5
                                                       1998                        7                      7                     -

       Franklin Growth Investments                     1999                      109                    106                     3
                                                       1998

       Fidelity VIP Growth                             1999                       13                     13                     -
                                                       1998                       34                     37                    (3)

       Fidelity VIP II Contrafund                      1999                       58                     52                     6
                                                       1998                       17                     19                    (2)

       Fidelity VIP III Growth Opportunities           1999                        5                      5                     -
                                                       1998                       24                     26                    (2)

       Fidelity VIP III Growth & Income                1999                       28                     26                     2
                                                       1998                       69                     74                    (5)

       Fidelity VIP Equity-Income                      1999                        2                      2                     -
                                                       1998                       27                     30                    (3)

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    CHANGE IN UNREALIZED APPRECIATION:
                                                                                Unrealized Appreciation (Depreciation)
                                                                 ----------------------------------------------------------------
                                                                    Appreciation           Appreciation
                                                 Year or           (Depreciation)         (Depreciation)
                                                  Period            End of Period        Beginning of Period          Change
                                                -----------      -------------------    -----------------------   ---------------
<S>                                                   <C>                  <C>                     <C>                  <C>
       Trust Quality Income                           1999                 $      -                $ 1,308              $ (1,308)
                                                      1998                    1,308                  1,302                     6

       Trust Money Market                             1999                        -                      -                     -
                                                      1998                        -                      -                     -

       Trust High Yield                               1999                        -                    174                  (174)
                                                      1998                      174                    842                  (668)

       Trust Stock Index                              1999                        -                 25,838               (25,838)
                                                      1998                   25,838                 25,000                   838

       Trust VKAC Growth and Income                   1999                        -                 11,521               (11,521)
                                                      1998                   11,521                 10,887                   634

       Trust Lord Abbett Growth and Income            1999                   72,936                      -                72,936
                                                      1998

       Trust Bond Debenture                           1999                    4,632                  3,523                 1,109
                                                      1998                    3,523                  1,958                 1,565

       Trust Developing Growth                        1999                    3,611                    890                 2,721
                                                      1998                      890                      7                   883

       Trust Large Cap Research                       1999                    3,652                  1,284                 2,368
                                                      1998                    1,284                      6                 1,278

       Trust Mid-Cap Value                            1999                    2,824                    160                 2,664
                                                      1998                      160                     40                   120

       Trust Quality Bond                             1999                     (143)                 1,598                (1,741)
                                                      1998                    1,598                    186                 1,412

       Trust Small Cap Stock                          1999                    4,528                    346                 4,182
                                                      1998                      346                  6,523                (6,177)

       Trust Large Cap Stock                          1999                   33,820                 16,535                17,285
                                                      1998                   16,535                  2,855                13,680

       Trust Select Equity                            1999                   55,268                 33,585                21,683
                                                      1998                   33,585                 13,520                20,065

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    CHANGE IN UNREALIZED APPRECIATION, CONTINUED:
                                                                             Unrealized Appreciation (Depreciation)
                                                               ----------------------------------------------------------------
                                                                  Appreciation           Appreciation
                                               Year or           (Depreciation)         (Depreciation)
                                                Period            End of Period        Beginning of Period          Change
                                              -----------      -------------------    ---------------------    ----------------
<S>                                                 <C>                  <C>                     <C>                   <C>
       Trust International Equity                   1999                 $ 14,341                $ 9,278               $ 5,063
                                                    1998                    9,278                  1,309                 7,969

       Trust Balanced                               1999                      560                    173                   387
                                                    1998                      173                      -                   173

       Trust Small Cap Equity                       1999                      144                     34                   110
                                                    1998                       34                     (5)                   39

       Trust Equity Income                          1999                      563                     70                   493
                                                    1998                       70                     21                    49

       Trust Growth and Income Equity               1999                    1,970                    566                 1,404
                                                    1998                      566                     18                   548

       GACC Money Market                            1999                      665                    231                   434
                                                    1998                      231                     46                   185

       Lord Abbett Growth and Income                1999                        -                114,453              (114,453)
                                                    1998                  114,453                 87,861                26,592

       Russell Multi-Style Equity                   1999                    4,955                  3,199                 1,756
                                                    1998                    3,199                      -                 3,199

       Russell Aggressive Equity                    1999                      275                     75                   200
                                                    1998                       75                      -                    75

       Russell Non-US                               1999                    1,163                    412                   751
                                                    1998                      412                      -                   412

       Russell Core Bond                            1999                     (755)                   268                (1,023)
                                                    1998                      268                      -                   268

       AIM V.I. Value                               1999                    2,203                    668                 1,535
                                                    1998                      668                      -                   668

       AIM V.I. Capital Appreciation                1999                      586                    164                   422
                                                    1998                      164                      -                   164

       AIM V.I. International Equity                1999                      148                     81                    67
                                                    1998                       81                      -                    81

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    CHANGE IN UNREALIZED APPRECIATION, CONTINUED:
                                                                              Unrealized Appreciation (Depreciation)
                                                                 ----------------------------------------------------------------
                                                                    Appreciation           Appreciation
                                                 Year or           (Depreciation)         (Depreciation)
                                                  Period            End of Period        Beginning of Period           Change
                                                -----------      -------------------    ---------------------    ----------------
<S>                                                   <C>                   <C>                    <C>                   <C>
       Alliance Premier Growth                        1999                  $ 3,075                $ 1,522               $ 1,553
                                                      1998                    1,522                      -                 1,522

       Alliance Real Estate Investment                1999                      (71)                  (170)                   99
                                                      1998                     (170)                     -                  (170)

       Liberty Newport Tiger Fund, Variable           1999                       51                     54                    (3)
                                                      1998                       54                      -                    54

       Goldman Sachs Growth and Income                1999                      339                   (207)                  546
                                                      1998                     (207)                     -                  (207)

       Goldman Sachs International Equity             1999                       65                     56                     9
                                                      1998                       56                      -                    56

       Goldman Sachs Global Income                    1999                       (4)                    (1)                   (3)
                                                      1998                       (1)                     -                    (1)

       Kemper Dreman High Return Equity               1999                        7                      1                     6
                                                      1998                        1                      -                     1

       Kemper Small Cap Growth                        1999                      173                    107                    66
                                                      1998                      107                      -                   107

       Kemper Small Cap Value                         1999                      148                   (155)                  303
                                                      1998                     (155)                     -                  (155)

       Kemper Government Securities                   1999                      (63)                     9                   (72)
                                                      1998                        9                      -                     9

       MFS Bond                                       1999                       (5)                     1                    (6)
                                                      1998                        1                      -                     1

       MFS Research                                   1999                    1,102                    481                   621
                                                      1998                      481                      -                   481

       MFS Growth with Income                         1999                    1,128                    574                   554
                                                      1998                      574                      -                   574

       MFS Emerging Growth                            1999                    2,252                    985                 1,267
                                                      1998                      985                      -                   985

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    CHANGE IN UNREALIZED APPRECIATION, CONTINUED:
                                                                                      Unrealized Appreciation (Depreciation)
                                                                        -----------------------------------------------------------
                                                                           Appreciation           Appreciation
                                                        Year or           (Depreciation)         (Depreciation)
                                                         Period            End of Period        Beginning of Period        Change
                                                        ----------      -------------------    ----------------------  ------------
<S>                                                          <C>                      <C>             <C>                   <C>
       MFS/Foreign & Colonial Emerging Markets Equity        1999                     $ 20            $ (94)                $ 114
                                                             1998                      (94)               -                   (94)

       MFS High Income                                       1999                     (128)             (34)                  (94)
                                                             1998                      (34)               -                   (34)

       MFS Global Governments                                1999                       (3)               1                    (4)
                                                             1998                        1                -                     1

       Oppenheimer Capital Appreciation                      1999                      423              134                   289
                                                             1998                      134                -                   134

       Oppenheimer Main Street Growth & Income               1999                      446              (28)                  474
                                                             1998                      (28)               -                   (28)

       Oppenheimer High Income                               1999                      (56)             (15)                  (41)
                                                             1998                      (15)               -                   (15)

       Oppenheimer Bond                                      1999                     (343)              95                  (438)
                                                             1998                       95                -                    95

       Oppenheimer Strategic Bond                            1999                      (81)               3                   (84)
                                                             1998                        3                -                     3

       Putnam VT Growth and Income                           1999                      975              660                   315
                                                             1998                      660                -                   660

       Putnam VT New Value                                   1999                       67                6                    61
                                                             1998                        6                -                     6

       Putnam VT Vista                                       1999                      502              173                   329
                                                             1998                      173                -                   173

       Putnam VT International Growth                        1999                    1,288              353                   935
                                                             1998                      353                -                   353

       Putnam VT International New Opportunities             1999                      113               40                    73
                                                             1998                       40                -                    40

       Templeton Bond                                        1999                       (2)               -                    (2)
                                                             1998
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited
(In thousands of dollars)


<TABLE>
<CAPTION>
(7)    CHANGE IN UNREALIZED APPRECIATION, CONTINUED:
                                                                                Unrealized Appreciation (Depreciation)
                                                                   ----------------------------------------------------------------
                                                                      Appreciation           Appreciation
                                                   Year or           (Depreciation)         (Depreciation)
                                                    Period            End of Period        Beginning of Period          Change
                                                  -----------      -------------------    ---------------------    ----------------
<S>                                                     <C>                      <C>                     <C>                  <C>
       Franklin Small Cap Investments                   1999                     $ 15                    $ -                  $ 15
                                                        1998

       Templeton Stock                                  1999                        4                      -                     4
                                                        1998

       Templeton International                          1999                      197                     48                   149
                                                        1998                       48                      -                    48

       Templeton Developing Markets                     1999                      656                     44                   612
                                                        1998                       44                      -                    44

       Templeton Mutual Shares Investments              1999                      248                     32                   216
                                                        1998                       32                      -                    32

       Franklin Growth Investments                      1999                        7                      -                     7
                                                        1998

       Fidelity VIP Growth                              1999                       40                     12                    28
                                                        1998                       12                      -                    12

       Fidelity VIP II Contrafund                       1999                       92                     48                    44
                                                        1998                       48                      -                    48

       Fidelity VIP III Growth Opportunities            1999                       33                     13                    20
                                                        1998                       13                      -                    13

       Fidelity VIP III Growth & Income                 1999                      180                     94                    86
                                                        1998                       94                      -                    94

       Fidelity VIP Equity-Income                       1999                       77                     17                    60
                                                        1998                       17                      -                    17

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS
       The change in the number of units for each sub-account follows:


                                                                                 Trust
                                        -------------------------------------------------------------------------------------------
                                                                                             VKAC       Lord Abbett
                                                                                            Growth        Growth
                                          Quality      Money        High        Stock        and            and           Bond
                                        Income (1)   Market (1)  Yield (1)    Index (1)   Income (1)    Income (2)      Debenture
                                        ------------ ----------- ----------- ------------ -----------  -------------  -------------
<S>                                      <C>           <C>       <C>          <C>         <C>            <C>             <C>
Accumulation units:
       Unit balance at 12/31/97           2,931,053   1,742,444   1,409,290    3,547,220   2,198,250                     3,945,097

         Cova units purchased                     -           -           -            -           -                             -
         Cova units redeemed                      -           -           -            -           -                             -
         Contract units purchased             1,214         491       1,763        2,532       1,131                     1,632,919
         Contract units transferred, net   (196,389)   (799,477)    (59,692)     159,577      54,353                     2,939,109
         Contract units redeemed           (512,199)   (333,892)   (146,202)    (616,360)   (152,515)                     (332,231)
                                        ------------ ----------- ----------- ------------ -----------                 -------------
       Unit balance at 12/31/98           2,223,679     609,566   1,205,159    3,092,969   2,101,219                     8,184,894

         Cova units purchased                     -           -           -            -           -              -              -
         Cova units redeemed                      -           -           -            -           -              -              -
         Contract units purchased                 -           -          83          187           -        362,024        353,300
         Contract units transferred, net (2,215,623)   (606,382) (1,202,292)  (3,084,953) (2,098,056)    21,809,666      3,225,732
         Contract units redeemed             (8,056)     (3,184)     (2,950)      (8,203)     (3,163)      (883,531)      (551,828)
                                        ------------ ----------- ----------- ------------ -----------  -------------  -------------
       Unit balance at 6/30/99                    -           -           -            -           -     21,288,159     11,212,098
                                        ============ =========== =========== ============ ===========  =============  =============


Annuity units:
       Unit balance at 12/31/97               8,069       4,562       2,229        4,097       1,803

         Contract units purchased                 -           -         798            -         798                           272
         Contract units redeemed             (1,686)       (901)       (523)        (608)       (196)                           (8)
                                        ------------ ----------- ----------- ------------ -----------                 -------------
       Unit balance at 12/31/98               6,383       3,661       2,504        3,489       2,405                           264

         Contract units purchased                 -           -           -            -           -        318,558         53,582
         Contract units transferred, net     (6,225)     (3,576)     (2,444)      (3,431)     (2,373)        33,239              -
         Contract units redeemed               (158)        (85)        (60)         (58)        (32)      (304,223)       (34,660)
                                        ------------ ----------- ----------- ------------ -----------  -------------  -------------
       Unit balance at 6/30/99                    -           -           -            -           -         47,574         19,186
                                        ============ =========== =========== ============ ===========  =============  =============


(1)    Sub-account ceased operations on January 8, 1999.
(2)    Sub-account commenced operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                                                       Trust
                                        -------------------------------------------------------------------------------------------

                                                      Large                                 Small         Large
                                        Developing     Cap       Mid-Cap      Quality        Cap           Cap           Select
                                          Growth     Research     Value         Bond        Stock         Stock          Equity
                                        ------------ ----------  ----------  -----------  -----------  ------------   -------------
<S>                    <C>  <C>           <C>        <C>         <C>          <C>          <C>           <C>            <C>
Accumulation units:
       Unit balance at 12/31/97             148,658    124,559     194,386    1,433,081    3,940,243     1,473,929       6,903,606

         Cova units purchased                     -          -           -            -            -             -               -
         Cova units redeemed                (10,000)   (10,000)    (10,000)           -            -             -               -
         Contract units purchased           596,000    569,392     755,701      833,031      619,802     1,118,109       1,382,912
         Contract units transferred, net    630,230    437,664     736,868    1,236,444    1,172,828     1,713,122       2,562,725
         Contract units redeemed            (22,687)   (26,695)    (34,402)    (179,213)    (200,263)     (127,125)       (304,425)
                                        ------------ ----------  ----------  -----------  -----------  ------------   -------------
       Unit balance at 12/31/98           1,342,201  1,094,920   1,642,553    3,323,343    5,532,610     4,178,035      10,544,818

         Cova units purchased                     -          -           -            -            -             -               -
         Cova units redeemed                      -          -           -            -            -             -               -
         Contract units purchased           137,240    195,453     229,580      423,915      144,428       473,727         321,134
         Contract units transferred, net    282,329    514,607     384,820    4,374,568      (35,535)    5,393,869       1,057,313
         Contract units redeemed            (22,927)   (33,559)    (51,120)    (512,623)    (171,409)     (490,280)       (265,594)
                                        ------------ ----------  ----------  -----------  -----------  ------------   -------------
       Unit balance at 6/30/99            1,738,843  1,771,421   2,205,833    7,609,203    5,470,094     9,555,351      11,657,671
                                        ============ ==========  ==========  ===========  ===========  ============   =============


Annuity units:
       Unit balance at 12/31/97                                                                  773         3,028           3,237

         Contract units purchased                        2,090                    3,947        1,944         9,187           9,682
         Contract units redeemed                          (266)                    (109)        (162)       (1,259)         (1,203)
                                                     ----------              -----------  -----------  ------------   -------------
       Unit balance at 12/31/98                          1,824                    3,838        2,555        10,956          11,716

         Contract units purchased               479        452         473       10,335          298         9,187           1,152
         Contract units transferred, net          -          -           -            -          503             -             731
         Contract units redeemed                (22)      (216)        (20)           -       (1,219)       (3,495)         (2,677)
                                        ------------ ----------  ----------  -----------  -----------  ------------   -------------
       Unit balance at 6/30/99                  457      2,060         453       14,173        2,137        16,648          10,922
                                        ============ ==========  ==========  ===========  ===========  ============   =============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                                   Trust                                   GACC       Lord Abbett
                                        --------------------------------------------------------------  -----------  --------------
                                                                                              Growth
                                                                                               and                       Growth
                                        International              Small Cap     Equity       Income      Money           and
                                           Equity       Balanced    Equity       Income       Equity      Market       Income (1)
                                        -------------  ----------  ----------  -----------  ----------  -----------  --------------
<S>                                        <C>            <C>         <C>          <C>        <C>          <C>          <C>
Accumulation units:
       Unit balance at 12/31/97            5,440,592      38,079      26,148       49,725     121,673      311,051      15,788,404

         Cova units purchased                      -           -           -            -           -            -               -
         Cova units redeemed                       -           -           -            -           -            -               -
         Contract units purchased            651,488     128,875      44,062      157,967     269,879    3,293,174       1,737,150
         Contract units transferred, net   1,460,450     124,051      61,306       83,645     260,136   (1,834,605)      3,166,896
         Contract units redeemed            (243,205)     (4,494)     (1,880)      (4,384)     (9,899)    (295,883)     (1,222,057)
                                        -------------  ----------  ----------  -----------  ----------  -----------  --------------
       Unit balance at 12/31/98            7,309,325     286,511     129,636      286,953     641,789    1,473,737      19,470,393

         Cova units purchased                      -           -           -            -           -            -               -
         Cova units redeemed                       -           -           -            -           -            -               -
         Contract units purchased            105,967     106,671      16,166       69,025     139,631      249,643          21,056
         Contract units transferred, net     293,985     157,432      19,272       64,054     176,327    2,059,816     (19,468,292)
         Contract units redeemed            (185,260)     (8,682)     (2,809)      (6,769)    (18,743)    (491,641)        (23,157)
                                        -------------  ----------  ----------  -----------  ----------  -----------  --------------
       Unit balance at 6/30/99             7,524,017     541,932     162,265      413,263     939,004    3,291,555               -
                                        =============  ==========  ==========  ===========  ==========  ===========  ==============


Annuity units:
       Unit balance at 12/31/97                  790                                                                        26,046

         Contract units purchased              2,208                                                         9,003          10,428
         Contract units redeemed                (173)                                                         (128)         (3,208)
                                        -------------                                                   -----------  --------------
       Unit balance at 12/31/98                2,825                                                         8,875          33,266

         Contract units purchased              5,248                                                         9,003               -
         Contract units transferred, net         559                                                             -         (32,829)
         Contract units redeemed              (1,593)                                                       (2,923)           (437)
                                        -------------                                                   -----------  --------------
       Unit balance at 6/30/99                 7,039                                                        14,955               -
                                        =============                                                   ===========  ==============


(1)      Sub-account ceased operations on January 8, 1999.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                              Russell                                         AIM
                                         ------------------------------------------------  ----------------------------------------

                                          Multi-                                                                          V.I.
                                          Style      Aggressive                  Core                   V.I. Capital  International
                                          Equity      Equity       Non-US        Bond      V.I. Value   Appreciation     Equity
                                         ----------  ----------  -----------  -----------  ----------- -------------- -------------
<S>                                      <C>           <C>        <C>          <C>          <C>              <C>           <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                   10          10           10           10           10             10            10
         Cova units redeemed                   (10)        (10)         (10)         (10)         (10)           (10)          (10)
         Contract units purchased        1,960,886     438,734      773,431    1,318,370      365,254        134,252       148,215
         Contract units transferred, net   416,532     107,823      180,088      360,854      177,976         57,235        57,321
         Contract units redeemed           (48,988)    (10,279)     (27,727)     (69,373)     (21,340)        (7,999)       (1,464)
                                         ----------  ----------  -----------  -----------  ----------- -------------- -------------
       Unit balance at 12/31/98          2,328,430     536,278      925,792    1,609,851      521,890        183,488       204,072

         Cova units purchased                    -           -            -            -            -              -             -
         Cova units redeemed                     -           -            -            -            -              -             -
         Contract units purchased          459,491     121,114      153,835      196,197      349,164        170,271        25,082
         Contract units transferred, net   373,046      91,647      208,486      448,873      426,420        109,934        66,972
         Contract units redeemed           (27,061)     (4,970)     (11,784)     (19,037)     (26,564)        (2,869)       (4,040)
                                         ----------  ----------  -----------  -----------  ----------- -------------- -------------
       Unit balance at 6/30/99           3,133,906     744,069    1,276,329    2,235,884    1,270,910        460,824       292,086
                                         ==========  ==========  ===========  ===========  =========== ============== =============


Annuity units:
       Unit balance at 12/31/97

         Contract units purchased
         Contract units redeemed
       Unit balance at 12/31/98

         Contract units purchased              644         171          417          380
         Contract units transferred, net         -           -            -            -
         Contract units redeemed               (11)         (3)          (7)          (7)
                                         ----------  ----------  -----------  -----------
       Unit balance at 6/30/99                 633         168          410          373
                                         ==========  ==========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                Alliance              Liberty                Goldman Sachs                 Kemper
                                         -------------------------   ----------  -------------------------------------  -----------
                                                                      Newport                                             Dreman
                                                          Real         Tiger      Growth                                   High
                                          Premier        Estate        Fund,       and       International    Global      Return
                                          Growth       Investment     Variable    Income        Equity        Income      Equity
                                         -----------  ------------   ----------  ---------  --------------  ----------  -----------
<S>                                       <C>             <C>           <C>       <C>             <C>          <C>          <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                    10            10           10         10              10          10           10
         Cova units redeemed                    (10)          (10)         (10)       (10)            (10)        (10)           -
         Contract units purchased           523,722       136,005       18,873    298,119          89,807      12,114            -
         Contract units transferred, net    149,553        58,393       13,289    178,567          23,575       8,062        9,213
         Contract units redeemed             (5,421)       (2,987)        (226)    (9,011)           (558)     (1,343)           -
                                         -----------  ------------   ----------  ---------  --------------  ----------  -----------
       Unit balance at 12/31/98             667,854       191,411       31,936    467,675         112,824      18,833        9,223

         Cova units purchased                     -             -            -          -               -           -            -
         Cova units redeemed                      -             -            -          -               -           -            -
         Contract units purchased           567,176       170,719        3,453     42,858          33,817         986        1,434
         Contract units transferred, net    230,763        38,420          417     71,460          35,017       3,565        3,823
         Contract units redeemed            (15,408)       (4,483)        (328)    (7,518)         (2,443)       (120)           -
                                         -----------  ------------   ----------  ---------  --------------  ----------  -----------
       Unit balance at 6/30/99            1,450,385       396,067       35,478    574,475         179,215      23,264       14,480
                                         ===========  ============   ==========  =========  ==============  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                          Kemper                                          MFS
                                          ---------------------------------------  -------------------------------------------------

                                             Small        Small                                               Growth
                                              Cap          Cap       Government                                with        Emerging
                                            Growth        Value      Securities      Bond       Research      Income        Growth
                                          -----------  -----------  -------------  ---------   ----------  ------------   ----------
<S>                                          <C>          <C>            <C>         <C>         <C>         <C>            <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                     10           10             10         10           10            10           10
         Cova units redeemed                     (10)         (10)           (10)         -          (10)          (10)         (10)
         Contract units purchased             61,682      178,532         48,334        245      337,107       416,517      438,345
         Contract units transferred, net      15,201       69,892         11,575     16,283      137,437       171,689      106,215
         Contract units redeemed                (391)      (3,332)          (197)         -       (9,758)       (6,772)      (4,901)
                                          -----------  -----------  -------------  ---------   ----------  ------------   ----------
       Unit balance at 12/31/98               76,492      245,092         59,712     16,538      464,786       581,434      539,659

         Cova units purchased                      -            -              -          -            -             -            -
         Cova units redeemed                       -            -              -          -            -             -            -
         Contract units purchased             27,892      181,077         61,882        208      155,007       309,923      277,854
         Contract units transferred, net      12,422       25,767         30,663       (657)     146,769       176,912      115,019
         Contract units redeemed                (979)      (4,782)          (471)         -       (5,637)      (19,244)     (13,621)
                                          -----------  -----------  -------------  ---------   ----------  ------------   ----------
       Unit balance at 6/30/99               115,827      447,154        151,786     16,089      760,925     1,049,025      918,911
                                          ===========  ===========  =============  =========   ==========  ============   ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                         MFS                                       Oppenheimer
                                         ------------------------------------  -----------------------------------------------------
                                            F&C                                                 Main Street
                                          Emerging                                                Growth
                                          Markets      High       Global          Capital          and          High
                                           Equity     Income    Governments     Appreciation      Income       Income        Bond
                                         ----------  ---------  -------------  --------------  ------------  -----------  ----------
<S>                                         <C>       <C>              <C>           <C>           <C>          <C>         <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                   10         10             10              10            10           10          10
         Cova units redeemed                   (10)       (10)             -             (10)          (10)         (10)        (10)
         Contract units purchased           45,159    164,144            423          83,004       211,120       51,949     320,045
         Contract units transferred, net    28,739     57,879          1,674          19,949        78,591       27,811      86,123
         Contract units redeemed              (727)    (2,814)           (25)         (5,792)       (4,881)      (1,247)     (4,178)
                                         ----------  ---------  -------------  --------------  ------------  -----------  ----------
       Unit balance at 12/31/98             73,171    219,209          2,082          97,161       284,830       78,513     401,990

         Cova units purchased                    -          -              -               -             -            -           -
         Cova units redeemed                     -          -              -               -             -            -           -
         Contract units purchased              178     71,665            477          94,245        46,417       53,463     241,959
         Contract units transferred, net   (20,167)    63,393          2,285          86,953        50,401       32,033     162,246
         Contract units redeemed            (1,828)    (6,278)           (12)         (3,627)       (2,683)        (818)    (10,839)
                                         ----------  ---------  -------------  --------------  ------------  -----------  ----------
       Unit balance at 6/30/99              51,354    347,989          4,832         274,732       378,965      163,191     795,356
                                         ==========  =========  =============  ==============  ============  ===========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                         Oppenheimer                               Putnam                                Templeton
                                        ------------- ---------------------------------------------------------------  ------------
                                                                                                            VT
                                                      VT Growth                              VT        International
                                         Strategic       and      VT New                International       New
                                            Bond        Income     Value      VT Vista     Growth      Opportunities     Bond (3)
                                        ------------- ----------- ---------  ---------- -------------  --------------  ------------
<S>                                          <C>       <C>          <C>        <C>           <C>              <C>           <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                     10          10        10          10            10              10
         Cova units redeemed                     (10)        (10)      (10)        (10)          (10)            (10)
         Contract units purchased             71,817     820,015    16,925     116,318       394,877          38,270
         Contract units transferred, net      36,774     304,805    25,293      36,195       141,372          14,803
         Contract units redeemed                (722)     (9,152)     (127)     (1,108)       (6,194)           (264)
                                        ------------- ----------- ---------  ---------- -------------  --------------
       Unit balance at 12/31/98              107,869   1,115,668    42,091     151,405       530,055          52,809

         Cova units purchased                      -           -         -           -             -               -            10
         Cova units redeemed                       -           -         -           -             -               -             -
         Contract units purchased             54,332     438,883     6,929      71,749       327,242          10,520         1,029
         Contract units transferred, net      64,411     276,972    14,564      38,892       117,580           8,308        13,336
         Contract units redeemed              (1,157)    (27,806)   (1,493)     (3,009)       (9,644)         (1,941)            -
                                        ------------- ----------- ---------  ---------- -------------  --------------  ------------
       Unit balance at 6/30/99               225,455   1,803,717    62,091     259,037       965,233          69,696        14,375
                                        ============= =========== =========  ========== =============  ==============  ============


(3) Sub-account commenced operations on March 1, 1999.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                                              Templeton                                    Fidelity
                                          ------------------------------------------------------------------------------   ---------
                                           Franklin                                                          Franklin
                                           Small Cap                                             Mutual       Growth
                                          Investments                             Developing     Shares     Investments       VIP
                                              (3)      Stock (4)   International    Markets    Investments      (3)         Growth
                                          ------------ ---------- -------------- ------------- ------------ ------------   ---------
<S>                                            <C>        <C>           <C>           <C>          <C>            <C>        <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                                                10            10           10                       10
         Cova units redeemed                                                (10)          (10)         (10)                     (10)
         Contract units purchased                                       140,734        72,847       61,499                    8,130
         Contract units transferred, net                                 26,597        18,743       45,054                   (1,021)
         Contract units redeemed                                         (2,556)       (1,630)        (518)                    (361)
                                                                  -------------- ------------- ------------                ---------
       Unit balance at 12/31/98                                         164,775        89,960      106,035                    6,748

         Cova units purchased                      10         10              -             -            -           10           -
         Cova units redeemed                        -          -              -             -            -            -           -
         Contract units purchased               1,500      6,295        289,158       115,838       42,024        3,970      22,483
         Contract units transferred, net       13,559      4,797        127,262        21,002       45,382       15,474      31,267
         Contract units redeemed                   (3)        (1)        (4,641)       (2,544)      (2,011)     (10,320)       (179)
                                          ------------ ---------- -------------- ------------- ------------ ------------   ---------
       Unit balance at 6/30/99                 15,066     11,101        576,554       224,256      191,430        9,134      60,319
                                          ============ ========== ============== ============= ============ ============   =========


(3)    Sub-account commenced operations on March 1, 1999.
(4)    Sub-account commenced operations on January 19, 1999.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:
       The change in the number of units for each sub-account follows:


                                                                    Fidelity
                                          ------------------------------------------------------------

                                                             VIP III        VIP III           VIP
                                             VIP II          Growth        Growth &         Equity-
                                           Contrafund      Opportunities    Income          Income
                                          -------------   ----------------------------   -------------
<S>                                             <C>              <C>           <C>             <C>
Accumulation units:
       Unit balance at 12/31/97

         Cova units purchased                       10              10             10              10
         Cova units redeemed                       (10)            (10)           (10)            (10)
         Contract units purchased               30,391          11,440         53,646          20,381
         Contract units transferred, net         2,056          (1,406)        30,141           4,635
         Contract units redeemed                   (93)           (511)       (13,954)           (884)
                                          -------------   -------------  -------------   -------------
       Unit balance at 12/31/98                 32,354           9,523         69,833          24,132

         Cova units purchased                        -               -              -               -
         Cova units redeemed                         -               -              -               -
         Contract units purchased               14,299           6,773         16,665          11,221
         Contract units transferred, net        26,717          19,280         52,155          39,912
         Contract units redeemed                (4,066)            (83)        (1,866)           (525)
                                          -------------   -------------  -------------   -------------
       Unit balance at 6/30/99                  69,304          35,493        136,787          74,740
                                          =============   =============  =============   =============

</TABLE>



                        COVA VARIABLE ANNUITY ACCOUNT ONE

                              Financial Statements

                           December 31, 1998 and 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 statements 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, Small Cap Equity, Equity Income, and Growth
     and Income Equity sub-accounts (investment options within the Cova Series
     Trust); the Growth and Income sub-account (investment option within the
     Lord Abbett Series Fund, Inc.); the Money Market sub-account (investment
     option within the General American Capital Company); the Multi-Style
     Equity, Aggressive Equity, Non-US, and Core Bond sub-accounts (investment
     options within the Russell Insurance Funds); the AIM V.I. Value, AIM V.I.
     Capital Appreciation, and AIM V.I. International Equity sub-accounts
     (investment options within the AIM Variable Insurance Funds, Inc.); the
     Premier Growth and Real Estate Investment sub-accounts (investment option
     within the Alliance Variable Products Series Fund, Inc.); Newport Tiger
     sub-account (investment option within the Liberty Variable Investment
     Trust); the Growth and Income, International Equity, and Global Income
     sub-accounts (investment options within the Goldman Sachs Variable
     Insurance Trust); the Kemper-Dreman High Return Equity, Kemper Small Cap
     Growth, Kemper Small Cap Value, and Kemper Government Securities
     sub-accounts (investment options within the Investors Fund Series); the MFS
     Bond, MFS Research, MFS Growth with Income, MFS Emerging Growth, MFS /
     Foreign & Colonial Emerging Markets Equity, MFS High Income, and MFS World
     Government sub-accounts (investment options within the MFS Variable
     Insurance Trust); the Oppenheimer Growth, Oppenheimer Growth & Income,
     Oppenheimer High Income, Oppenheimer Bond, and Oppenheimer Strategic Bond
     sub-accounts (investment options within the Oppenheimer Variable Account
     Funds); the Putnam Growth and Income, Putnam New Value, Putnam Vista,
     Putnam International Growth, and Putnam International New Opportunities
     sub-accounts (investment options within the Putnam Variable Trust); the
     Templeton International, Templeton Developing Markets, and Mutual Shares
     Investments sub-accounts (investment options within the Templeton Variable
     Products Series Fund); and the Growth, Contrafund, Growth Opportunities,
     Growth & Income, and Equity-Income sub-accounts (investment options within
     the Variable Insurance Products Fund, Fund II, and Fund III) of Cova
     Variable Annuity Account One of Cova Financial Services Life Insurance
     Company (the Separate Account), as of December 31, 1998, and the related
     statement of operations for the year then ended and the statements of
     changes in net assets for the two years then ended. These financial
     statements are the responsibility of the Separate Account's management. Our
     responsibility is to express an opinion on these 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. Our procedures included confirmation of securities owned as of
     December 31, 1998 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 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, 1998, and the results of their operations and
     the changes in their net assets for each of the years presented, in
     conformity with generally accepted accounting principles.






     Chicago, Illinois
     March 1, 1999

<TABLE>
<CAPTION>
                        COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998

                            (In thousands of dollars)




<S>                                                                                                             <C>
Assets:
   Investments:
     Cova Series Trust (Trust):
       Quality Income Portfolio - 3,558,351 shares at a net asset value of $10.99 per share (cost: $37,784)     $     39,092
       Money Market Portfolio - 7,890,611 shares at a net asset value of $1.00 per share (cost:                        7,891
       $7,891)
       High Yield Portfolio - 2,687,415 shares at a net asset value of $10.72 per share (cost:                        28,801
       $28,627)
       Stock Index Portfolio - 4,387,719 shares at a net asset value of $22.24 per share (cost:                       97,591
       $71,753)
       VKAC Growth and Income Portfolio - 2,881,569 shares at a net asset value of $17.81 per share (cost:            51,313
       $39,792)
       Bond Debenture Portfolio - 8,923,056 shares at a net asset value of $12.38 per share (cost: $106,952)         110,475
       Developing Growth Portfolio - 1,321,613 shares at a net asset value of $11.24 per share (cost: $13,966)        14,856
       Large Cap Research Portfolio - 1,083,984 shares at a net asset value of $11.96 per share (cost: $11,685)       12,969
       Mid-Cap Value Portfolio - 1,620,159 shares at a net asset value of $10.58 per share (cost: $16,986)            17,146
       Quality Bond Portfolio - 3,597,178 shares at a net asset value of $11.02 per share (cost:                      39,640
       $38,042)
       Small Cap Stock Portfolio - 5,812,593 shares at a net asset value of $11.98 per share (cost: $69,302)          69,648
       Large Cap Stock Portfolio - 4,491,961 shares at a net asset value of $18.12 per share (cost: $64,837)          81,372
       Select Equity Portfolio - 11,154,141 shares at a net asset value of $16.08 per share (cost: $145,732)         179,317
       International Equity Portfolio - 7,330,424 shares at a net asset value of $12.86 per share (cost:              94,249
       $84,971)
       Balanced Portfolio - 295,831 shares at a net asset value of $11.40 per share (cost:                             3,372
       $3,199)
       Small Cap Equity Portfolio - 130,453 shares at a net asset value of $10.17 per share                            1,327
       (cost: $1,293)
       Equity Income Portfolio - 297,898 shares at a net asset value of $11.63 per share (cost:                        3,463
       $3,393)
       Growth and Income Equity Portfolio - 652,151 shares at a net asset value of $12.00 per share (cost:             7,823
       $7,257)
     Lord Abbett Series Fund, Inc. (Lord Abbett):
       Growth and Income Portfolio - 32,409,746 shares at a net asset value of $20.65 per share (cost:               669,229
       $554,776)
     General American Capital Company (GACC):
       Money Market Portfolio - 855,290 shares at a net asset value of $19.25 per share (cost:                        16,465
       $16,234)
     Russell Insurance Funds (Russell):
       Multi-Style Equity Fund - 1,845,200 shares at a net asset value of $16.02 per share                            29,560
       (cost: $26,361)
       Aggressive Equity Fund - 420,730 shares at a net asset value of $12.70 per share (cost:                         5,343
       $5,268)
       Non-US Fund - 930,176 shares at a net asset value of $11.09 per share (cost: $9,904)                           10,316
       Core Bond Fund - 1,596,523 shares at a net asset value of $10.68 per share (cost: $16,783)                     17,051
     AIM Variable Insurance Funds, Inc. (AIM):
       AIM V.I. Value Fund - 259,667 shares at a net asset value of $26.25 per share (cost:                            6,816
       $6,148)
       AIM V.I. Capital Appreciation Fund - 85,709 shares at a net asset value of $25.20 per share (cost:              2,160
       $1,996)
       AIM V.I. International Equity Fund - 118,489 shares at a net asset value of $19.62 per share (cost:             2,325
       $2,244)
     Alliance Variable Products Series Fund, Inc. (Alliance):
       Premier Growth Portfolio - 314,149 shares at a net asset value of $31.03 per share (cost:                       9,748
       $8,226)
       Real Estate Investment Portfolio - 156,353 shares at a net asset value of $9.78 per share (cost: $1,699)        1,529
     Liberty Variable Investment Trust (Liberty):
       Newport Tiger Fund, Variable Series - 187,736 shares at a net asset value of $1.57 per share (cost:               295
       $241)
     Goldman Sachs Variable Insurance Trust (Goldman Sachs):
       Growth and Income Fund - 443,463 shares at a net asset value of $10.45 per share (cost:                         4,634
       $4,841)
       International Equity Fund - 108,025 shares at a net asset value of $11.91 per share                             1,287
       (cost: $1,231)
       Global Income Fund - 19,676 shares at a net asset value of $10.32 per share (cost: $204)                          203
     Investors Fund Series (Kemper):
       Kemper Dreman High Return Equity Portfolio - 94,043 shares at a net asset value of $1.03 per share                 97
       (cost: $96)
       Kemper Small Cap Growth Portfolio - 452,858 shares at a net asset value of $1.97 per share (cost: $786)           893
       Kemper Small Cap Value Portfolio - 2,013,651 shares at a net asset value of $1.07 per share (cost:              2,145
       $2,300)
       Kemper Government Securities Portfolio - 521,770 shares at a net asset value of $1.21 per share (cost:            630
       $621)
     MFS Variable Insurance Trust (MFS):
       MFS Bond Series - 15,247 shares at a net asset value of $11.38 per share (cost: $173)                             174
       MFS Research Series - 297,006 shares at a net asset value of $19.05 per share (cost:                            5,658
       $5,177)
       MFS Growth with Income Series - 348,890 shares at a net asset value of $20.11 per share (cost: $6,442)          7,016
       MFS Emerging Growth Series - 332,636 shares at a net asset value of $21.47 per share (cost: $6,157)             7,142
       MFS / Foreign & Colonial Emerging Markets Equity Series - 81,505 shares at a net asset value of $5.90 per
       share
         (cost: $575)                                                                                                    481
       MFS High Income Series - 187,184 shares at a net asset value of $11.53 per share (cost:                         2,158
       $2,192)
       MFS World Governments Series - 2,042 shares at a net asset value of $10.88 per share (cost: $21)                   22
</TABLE>
<TABLE>
<CAPTION>
                        COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998

                            (In thousands of dollars)

<S>                                                                                                             <C>
Assets, continued:
   Investments, continued:
     Oppenheimer Variable Account Funds (Oppenheimer):
       Oppenheimer Growth Fund - 32,413 shares at a net asset value of $36.67 per share (cost:                  $      1,189
       $1,055)
       Oppenheimer Growth & Income Fund - 143,624 shares at a net asset value of $20.48 per share (cost:               2,941
       $2,969)
       Oppenheimer High Income Fund - 70,492 shares at a net asset value of $11.02 per share (cost: $792)                777
       Oppenheimer Bond Fund - 343,696 shares at a net asset value of $12.32 per share (cost:                          4,234
       $4,139)
       Oppenheimer Strategic Bond Fund - 213,879 shares at a net asset value of $5.12 per share (cost: $1,092)         1,095
     Putnam Variable Trust (Putnam):
       Putnam Growth and Income Fund - 441,423 shares at a net asset value of $28.77 per share (cost: $12,040)        12,700
       Putnam New Value Fund - 36,681 shares at a net asset value of $12.03 per share (cost:                             441
       $435)
       Putnam Vista Fund - 121,228 shares at a net asset value of $14.72 per share (cost: $1,612)                      1,785
       Putnam International Growth Fund - 458,993 shares at a net asset value of $13.52 per share (cost:               6,206
       $5,853)
       Putnam International New Opportunities  Fund - 52,407 shares at a net asset value of $11.49 per share             602
       (cost: $562)
     Templeton Variable Products Series Fund (Templeton):
       Templeton International Fund - 72,830 shares at a net asset value of $20.69 per share (cost: $1,459)            1,507
       Templeton Developing Markets Fund - 132,446 shares at a net asset value of $5.13 per share (cost: $635)           679
       Mutual Shares Investments Fund - 105,064 shares at a net asset value of $9.72 per share (cost: $989)            1,021
     Variable Insurance Products Fund, Fund II and Fund III (Fidelity):
       Growth Portfolio - 1,967 shares at a net asset value of $44.87 per share (cost: $76)                               88
       Contrafund Portfolio - 16,359 shares at a net asset value of $24.44 per share (cost: $352)                        400
       Growth Opportunities Portfolio - 4,888 shares at a net asset value of $22.88 per share                            112
       (cost: $99)
       Growth & Income Portfolio - 52,766 shares at a net asset value of $16.15 per share (cost:                         852
       $758)
       Equity-Income Portfolio - 10,089 shares at a net asset value of $25.42 per share (cost:                           256
       $239)
                                                                                                                   ----------

           Total assets                                                                                         $  1,700,607
                                                                                                                   ==========

Liabilities:
   Trust Quality Income                                                                                         $          2
   Trust High Yield                                                                                                        1
   Trust Stock Index                                                                                                       4
   Trust VKAC Growth and Income                                                                                            2
   Trust Bond Debenture                                                                                                    4
   Trust Developing Growth                                                                                                 1
   Trust Large Cap Research                                                                                                1
   Trust Mid-Cap Value                                                                                                     1
   Trust Quality Bond                                                                                                      2
   Trust Small Cap Stock                                                                                                   3
   Trust Large Cap Stock                                                                                                   3
   Trust Select Equity                                                                                                     7
   Trust International Equity                                                                                              4
   Lord Abbett Growth and Income                                                                                          26
   GACC Money Market                                                                                                       1
   Russell Multi-Style Equity                                                                                              1
   Russell Core Bond                                                                                                       1
   Putnam Growth and Income                                                                                                1
                                                                                                                   ----------

           Total liabilities                                                                                    $         65
                                                                                                                   ==========
</TABLE>
<TABLE>
<CAPTION>
                        COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998

                            (In thousands of dollars)

<S>                                                                                                             <C>
Net assets:
   Accumulation units:
     Trust Quality Income - 2,223,679 accumulation units at $17.539854 per unit                                 $     39,004
     Trust Money Market - 609,566 accumulation units at $12.882171 per unit                                            7,853
     Trust High Yield - 1,205,159 accumulation units at $23.857965 per unit                                           28,754
     Trust Stock Index - 3,092,969 accumulation units at $31.522392 per unit                                          97,498
     Trust VKAC Growth and Income - 2,101,219 accumulation units at $24.396666 per unit                               51,263
     Trust Bond Debenture - 8,184,894 accumulation units at $13.496500 per unit                                      110,468
     Trust Developing Growth - 1,342,201 accumulation units at $11.067854 per unit                                    14,855
     Trust Large Cap Research - 1,094,920 accumulation units at $11.825550 per unit                                   12,947
     Trust Mid-Cap Value - 1,642,553 accumulation units at $10.437949 per unit                                        17,145
     Trust Quality Bond - 3,323,343 accumulation units at $11.914489 per unit                                         39,596
     Trust Small Cap Stock - 5,532,610 accumulation units at $12.582860 per unit                                      69,616
     Trust Large Cap Stock - 4,178,035 accumulation units at $19.428499 per unit                                      81,173
     Trust Select Equity - 10,544,818 accumulation units at $16.987204 per unit                                      179,127
     Trust International Equity - 7,309,325 accumulation units at $12.889315 per unit                                 94,212
     Trust Balanced - 286,511 accumulation units at $11.767845 per unit                                                3,372
     Trust Small Cap Equity - 129,636 accumulation units at $10.238676 per unit                                        1,327
     Trust Equity Income - 286,953 accumulation units at $12.068849 per unit                                           3,463
     Trust Growth and Income Equity - 641,789 accumulation units at $12.188331 per unit                                7,823
     Lord Abbett Growth and Income - 19,470,393 accumulation units at $34.325425 per unit                            668,329
     GACC Money Market - 1,473,737 accumulation units at $11.109943 per unit                                          16,373
     Russell Multi-Style Equity - 2,328,430 accumulation units at $12.694810 per unit                                 29,559
     Russell Aggressive Equity - 536,278 accumulation units at $9.963254 per unit                                      5,343
     Russell Non-US - 925,792 accumulation units at $11.142092 per unit                                               10,316
     Russell Core Bond - 1,609,851 accumulation units at $10.591175 per unit                                          17,050
     AIM Value - 521,890 accumulation units at $13.060203 per unit                                                     6,816
     AIM Capital Appreciation - 183,488 accumulation units at $11.770729 per unit                                      2,160
     AIM International Equity - 204,072 accumulation units at $11.391449 per unit                                      2,325
     Alliance Premier Growth - 667,854 accumulation units at $14.595485 per unit                                       9,748
     Alliance Real Estate Investment - 191,411 accumulation units at $7.988435 per unit                                1,529
     Liberty Newport Tiger - 31,936 accumulation units at $9.228765 per unit                                             295
     Goldman Sachs Growth and Income - 467,675 accumulation units at $9.908613 per unit                                4,634
     Goldman Sachs International Equity - 112,824 accumulation units at $11.402925 per unit                            1,287
     Goldman Sachs Global Income - 18,833 accumulation units at $10.781765 per unit                                      203
     Kemper Dreman High Return Equity - 9,223 accumulation units at $10.487302 per unit                                   97
     Kemper Small Cap Growth - 76,492 accumulation units at $11.676086 per unit                                          893
     Kemper Small Cap Value - 245,092 accumulation units at $8.753222 per unit                                         2,145
     Kemper Government Securities - 59,712 accumulation units at $10.556498 per unit                                     630
     MFS Bond - 16,538 accumulation units at $10.491811 per unit                                                         174
     MFS Research - 464,786 accumulation units at $12.172796 per unit                                                  5,658
     MFS Growth with Income - 581,434 accumulation units at $12.066568 per unit                                        7,016
     MFS Emerging Growth - 539,659 accumulation units at $13.233235 per unit                                           7,142
     MFS / F&C Emerging Markets Equity - 73,171 accumulation units at $6.571830 per unit                                 481
     MFS High Income - 219,209 accumulation units at $9.845193 per unit                                                2,158
     MFS World Governments - 2,082 accumulation units at $10.669943 per unit                                              22
     Oppenheimer Growth - 97,161 accumulation units at $12.232731 per unit                                             1,189
     Oppenheimer Growth & Income - 284,830 accumulation units at $10.326519 per unit                                   2,941
     Oppenheimer High Income - 78,513 accumulation units at $9.893828 per unit                                           777
     Oppenheimer Bond - 401,990 accumulation units at $10.533011 per unit                                              4,234
     Oppenheimer Strategic Bond - 107,869 accumulation units at $10.151332 per unit                                    1,095
     Putnam Growth and Income - 1,115,668 accumulation units at $11.382650 per unit                                   12,699
     Putnam New Value - 42,091 accumulation units at $10.483517 per unit                                                 441
     Putnam Vista - 151,405 accumulation units at $11.785702 per unit                                                  1,785
     Putnam International Growth - 530,055 accumulation units at $11.707003 per unit                                   6,206
     Putnam International New Opportunities - 52,809 accumulation units at $11.402252 per unit                           602
</TABLE>
<TABLE>
<CAPTION>
                        COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998

                            (In thousands of dollars)


<S>                                                                                                             <C>
Net assets, continued:
   Accumulation units, continued:
     Templeton International - 164,775 accumulation units at $9.144522 per unit                                 $      1,507
     Templeton Developing Markets - 89,960 accumulation units at $7.552448 per unit                                      679
     Templeton Mutual Shares Investments - 106,035 accumulation units at $9.630622 per unit                            1,021
     Fidelity VIP Growth - 6,748 accumulation units at $13.077878 per unit                                                88
     Fidelity VIP II Contrafund - 32,354 accumulation units at $12.357373 per unit                                       400
     Fidelity VIP III Growth Opportunities - 9,523 accumulation units at $11.742360 per unit                             112
     Fidelity VIP III Growth & Income - 69,833 accumulation units at $12.202502 per unit                                 852
     Fidelity VIP Equity-Income - 24,132 accumulation units at $10.626607 per unit                                       256

   Annuitization units:
     Trust Quality Income - 6,383 annuity units at $13.420183 per unit                                                    86
     Trust Money Market - 3,661 annuity units at  $10.319723 per unit                                                     38
     Trust High Yield - 2,504 annuity units at $18.254328 per unit                                                        46
     Trust Stock Index - 3,489 annuity units at $25.505004 per unit                                                       89
     Trust VKAC Growth and Income - 2,405 annuity units at $20.029452 per unit                                            48
     Trust Bond Debenture - 264 annuity units at $12.439290 per unit                                                       3
     Trust Large Cap Research - 1,824 annuity units at $11.357085 per unit                                                21
     Trust Quality Bond - 3,838 annuity units at $10.981198 per unit                                                      42
     Trust Small Cap Stock - 2,555 annuity units at $11.597212 per unit                                                   29
     Trust Large Cap Stock - 10,956 annuity units at  $17.906619 per unit                                                196
     Trust Select Equity - 11,716 annuity units at $15.656564 per unit                                                   183
     Trust International Equity - 2,825 annuity units at $11.879669 per unit                                              33
     Lord Abbett Growth and Income - 33,266 annuity units at $26.263244 per unit                                         874
     GACC Money Market - 8,875 annuity units at $10.294566 per unit                                                       91
                                                                                                                   ----------

           Total net assets                                                                                     $  1,700,542
                                                                                                                   ==========
</TABLE>
See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                               Trust
                                               -----------------------------------------------------------------------
                                                                                     VKAC
                                                                                     Growth
                                               Quality    Money   High     Stock     and        Bond         Developing
                                                Income   Market  Yield     Index     Income     Debenture    Growth
                                               -------------------------  --------  ----------------------------------
<S>                                          <C>          <C>     <C>         <C>      <C>      <C>         <C>
Income -
   dividends                                 $  2,356     784     1,365       468      306      2,261          --
                                               -------  -------- -------  --------  -------- -----------  ------------

Expenses:
   Mortality and expense risk fee                 553     179       394     1,135      621        993          89
   Administrative fee                              66      22        48       136       75        119          10
                                               -------  -------- -------  --------  -------- -----------  ------------

           Total expenses                         619     201       442     1,271      696      1,112          99
                                               -------  -------- -------  --------  -------- -----------  ------------

           Net investment
             income (loss)                      1,737     583       923      (803)    (390)     1,149         (99)
                                               -------  -------- -------  --------  -------- -----------  ------------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                        455      --       135     6,103    1,440         19         (14)
     Realized gain distributions                   --      --        --    15,804    5,687        880           4
                                               -------  -------- -------  --------  -------- -----------  ------------

           Net realized gain (loss)               455      --       135    21,907    7,127        899         (10)
                                               -------  -------- -------  --------  -------- -----------  ------------

Change in unrealized
   appreciation during the year                     6      --      (668)      838      634      1,565         883
                                               -------  -------- -------  --------  -------- -----------  ------------

           Net increase (decrease)
             in net assets from
             operations                      $  2,198     583       390    21,942    7,371      3,613         774
                                               =======  ======== =======  ========  ======== ===========  ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                                    Trust
                                               --------------------------------------------------------------------

                                                                                     Small     Large
                                                   Large Cap      Mid-Cap  Quality    Cap       Cap      Select
                                                    Research     Value      Bond     Stock     Stock     Equity
                                               ---------------  ---------  -------  --------  --------   --------
<S>                                          <C>                     <C>      <C>        <C>      <C>        <C>
Income -
   dividends                                 $           15          13       557        86       120        413
                                               ---------------   --------  -------  --------  --------   --------

Expenses:
   Mortality and expense risk fee                        72         109       326       783       580      1,700
   Administrative fee                                     9          13        39        94        70        204
                                               ---------------  ---------  -------  --------  --------   --------

           Total expenses                                81         122       365       877       650      1,904
                                               ---------------  ---------  -------  --------  --------   --------

           Net investment
             income (loss)                              (66)       (109)      192      (791)     (530)    (1,491)
                                               ---------------  ---------  -------  --------  --------   --------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                                5          (3)       36      (125)       16        210
     Realized gain distributions                         --          --        --     2,193       396      8,232
                                               ---------------  ---------  -------  --------  --------   --------

           Net realized gain (loss)                       5          (3)       36     2,068       412      8,442
                                               ---------------  ---------  -------  --------  --------   --------

Change in unrealized
   appreciation during the year                       1,278         120     1,412    (6,177)   13,680     20,065
                                               ---------------  ---------  -------  --------  --------   --------

           Net increase (decrease)
             in net assets from
             operations                      $        1,217           8     1,640    (4,900)   13,562     27,016
                                               ===============  =========  =======  ========  ========   ========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                           Trust
                                               --------------------------------------------------------
                                                                                               Growth
                                                                             Small               and
                                                 International               Cap      Equity    Income
                                                    Equity       Balanced   Equity    Income    Equity
                                                 -------------  ---------------------------------------
<S>                                          <C>                    <C>       <C>       <C>       <C>
Income -
   dividends                                 $        1,435         46         -        37        29
                                                 -------------  ----------  -------  --------  --------

Expenses:
   Mortality and expense risk fee                     1,007         20          9       23        53
   Administrative fee                                   121          3          1        3         6
                                                 -------------  ----------  -------  --------  --------

           Total expenses                             1,128         23         10       26        59
                                                 -------------  ----------  -------  --------  --------

           Net investment
             income (loss)                              307         23        (10)      11       (30)
                                                 -------------  ----------  -------  --------  --------

Net realized gain (loss)
   on investments:
     Realized gain (loss) on
       sale of fund shares                              310         (1)        (3)       -         7
     Realized gain distributions                         18         41         14       80       160
                                                 -------------  ----------  -------  --------  --------

           Net realized gain (loss)                     328         40         11       80       167
                                                 -------------  ----------  -------  --------  --------

Change in unrealized
   appreciation during the year                       7,969        173         39       49       548
                                                 -------------  ----------  -------  --------  --------

           Net increase (decrease)
             in net assets from
             operations                      $        8,604        236         40      140       685
                                                 =============  ==========  =======  ========  ========
</TABLE>
<TABLE>
<CAPTION>

COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                              Lord Abbett
                                              ------------
                                                Growth         GACC                        Russell
                                                            -----------  ----------------------------------------------
                                                  and         Money      Multi-Style   Aggressive                Core
                                                Income        Market       Equity        Equity       Non-US     Bond
                                                --------    -----------  -----------  ------------  ----------  ------
<S>                                           <C>               <C>           <C>           <C>         <C>      <C>
Income -
   dividends                                  $   9,871           --           54            2           10       294
                                                --------    -----------  -----------  ------------  ----------  -------

Expenses:
   Mortality and expense risk fee                 7,241          144          164           30           57       103
   Administrative fee                               869           17           19            3            7        13
                                                --------    -----------  -----------  ------------  ----------  -------

           Total expenses                         8,110          161          183           33           64       116
                                                --------    -----------  -----------  ------------  ----------  -------

           Net investment
             income (loss)                        1,761         (161)        (129)         (31)         (54)      178
                                                --------    -----------  -----------  ------------  ----------  -------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                        2,081          436            1          (44)           2         1
     Realized gain distributions                 31,739           --           39           26            3         6
                                                --------    -----------  -----------  ------------  ----------  -------

           Net realized gain (loss)              33,820          436           40          (18)           5         7
                                                --------    -----------  -----------  ------------  ----------  -------

Change in unrealized
   appreciation during the year                  26,592          185        3,199           75          412       268
                                                --------    -----------  -----------  ------------  ----------  -------

           Net increase (decrease)
             in net assets from
             operations                       $  62,173          460        3,110           26          363       453
                                                ========    ===========  ===========  ============  ==========  =======
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                 AIM                             Alliance
                                                ---------------------------------------  -------------------------
                                                             Capital      International    Premier     Real Estate
                                                  Value    Appreciation      Equity        Growth      Investment
                                                  -------  -------------  -------------  -----------   -----------
<S>                                           <C>                  <C>           <C>            <C>          <C>
Income -
   dividends                                  $     29             3             18             3            11
                                                ---------  -------------  -------------  -----------   -----------

Expenses:
   Mortality and expense risk fee                   33            12             17            43             9
   Administrative fee                                4             2              2             5             1
                                                ---------  -------------  -------------  -----------   -----------

           Total expenses                           37            14             19            48            10
                                                ---------  -------------  -------------  -----------   -----------

           Net investment
             income (loss)                          (8)          (11)            (1)          (45)            1
                                                ---------  -------------  -------------  -----------   -----------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                         (10)           (3)            (3)           (4)           (2)
     Realized gain distributions                   260            53             --            --             5
                                                ---------  -------------  -------------  -----------   -----------

           Net realized gain (loss)                250            50             (3)           (4)            3
                                                ---------  -------------  -------------  -----------   -----------

Change in unrealized
   appreciation during the year                    668           164             81         1,522          (170)
                                                ---------  -------------  -------------  -----------   -----------

           Net increase (decrease)
             in net assets from
             operations                       $    910           203             77         1,473          (166)
                                                =========  =============  =============  ===========   ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                      Goldman Sachs
                                                           ------------------------------------
                                                 Liberty
                                                ---------    Growth
                                                  Newport      and       International  Global
                                                  Tiger      Income         Equity      Income
                                                ---------  ------------  -------------  -------
<S>                                           <C>                <C>         <C>            <C>
Income -
   dividends                                  $      6           41             --           7
                                                ---------  ------------  -------------  -------

Expenses:
   Mortality and expense risk fee                    2           26              6           1
   Administrative fee                               --            3              1          --
                                                ---------  ------------  -------------  -------

           Total expenses                            2           29              7           1
                                                ---------  ------------  -------------  -------

           Net investment
             income (loss)                           4           12             (7)          6
                                                ---------  ------------  -------------  -------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                         (30)         (12)            --           1
     Realized gain distributions                    --           --             10           2
                                                ---------  ------------  -------------  -------

           Net realized gain (loss)                (30)         (12)            10           3
                                                ---------  ------------  -------------  -------

Change in unrealized
   appreciation during the year                     54         (207)            56          (1)
                                                ---------  ------------  -------------  -------

           Net increase (decrease)
             in net assets from
             operations                       $     28         (207)            59           8
                                                =========  ============  =============  =======
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                                                               MFS
                                                                                                   ----------------------------
                                                                   Kemper
                                             ----------------------------------------------------                      Growth
                                             Dreman High     Small Cap   Small Cap    Government                        with
                                             Return Equity    Growth       Value      Securities    Bond    Research   Income
                                             --------------------------  ----------  ------------  ------- --------------------
<S>                                                  <C>        <C>        <C>              <C>        <C>    <C>      <C>
Income -
   dividends                               $         --           --          --             2         --        1       --
                                             --------------  ----------  ----------  ------------  ------- ------------------

Expenses:
   Mortality and expense risk fee                    --            4          12             2         --       26       34
   Administrative fee                                --            1           1            --         --        3        4
                                             --------------  ----------  ----------  ------------  ------- ------------------

           Total expenses                            --            5          13             2         --       29       38
                                             --------------  ----------  ----------  ------------  ------- ------------------

           Net investment
             income (loss)                           --           (5)        (13)           --         --      (28)     (38)
                                             --------------  ----------  ----------  ------------  ------- ------------------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                           --          (27)         (4)           --         --       (2)      --
     Realized gain distributions                     --           24          12            --         --       18       --
                                             --------------  ----------  ----------  ------------  ------- ------------------

           Net realized gain (loss)                  --           (3)          8            --         --       16       --
                                             --------------  ----------  ----------  ------------  ------- ------------------

Change in unrealized
   appreciation during the year                       1          107        (155)            9          1      481      574
                                             --------------  ----------  ----------  ------------  ------- ------------------

           Net increase (decrease)
             in net assets from
             operations                    $          1           99        (160)            9          1      469      536
                                             ==============  ==========  ==========  ============  ======= ==================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)




                                                                      MFS
                                            --------------------------------------------------
                                                           F&C
                                                         Emerging
                                            Emerging     Markets       High         World
                                             Growth      Equity       Income      Governments
                                            ----------  ----------  ----------  --------------
<S>                                        <C>               <C>         <C>           <C>
Income -
   dividends                               $     --            8          16            --
                                            ----------  ----------  ----------  --------------

Expenses:
   Mortality and expense risk fee                33            4          10            --
   Administrative fee                             4            1           1            --
                                            ----------  ----------  ----------  --------------

           Total expenses                        37            5          11            --
                                            ----------  ----------  ----------  --------------

           Net investment
             income (loss)                      (37)           3           5            --
                                            ----------  ----------  ----------  --------------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                      (11)         (97)         (2)           --
     Realized gain distributions                  9           --           5            --
                                            ----------  ----------  ----------  --------------

           Net realized gain (loss)              (2)         (97)          3            --
                                            ----------  ----------  ----------  --------------

Change in unrealized
   appreciation during the year                 985          (94)        (34)            1
                                            ----------  ----------  ----------  --------------

           Net increase (decrease)
             in net assets from
             operations                    $    946         (188)        (26)            1
                                            ==========  ==========  ==========  ==============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                OPPENHEIMER
                                            -----------------------------------------------------
                                                         GROWTH
                                                           AND         HIGH              STRATEGIC
                                             GROWTH      INCOME       INCOME     BOND      BOND
                                            ----------  ----------  -----------  -----   --------
<S>                                        <C>                 <C>         <C>      <C>      <C>
Income -
   dividends                               $       1           2           4        5        3
                                            ----------  ----------  -----------  -----   --------

Expenses:
   Mortality and expense risk fee                  6          19           5       22        5
   Administrative fee                              1           2          --        2        1
                                            ----------  ----------  -----------  -----   --------

           Total expenses                          7          21           5       24        6
                                            ----------  ----------  -----------  -----   --------

           Net investment
             income (loss)                        (6)        (19)         (1)     (19)      (3)
                                            ----------  ----------  -----------  -----   --------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                        (1)        (37)         (1)      --       --
     Realized gain distributions                   8          39           4        5        2
                                            ----------    --------  -----------  -----   --------

           Net realized gain (loss)                7           2           3        5        2
                                            ----------  ----------  -----------  -----   --------

Change in unrealized
   appreciation during the year                  134         (28)        (15)      95        3
                                            ----------  ----------  -----------  -----   --------

           Net increase (decrease)
             in net assets from
             operations                    $     135         (45)        (13)      81        2
                                            ==========  ==========  ===========  =====   ========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                                  Putnam
                                                   ---------------------------------------------------------------------
                                                    Growth                                              International
                                                      and         New                  International         New
                                                    Income       Value       Vista        Growth        Opportunities
                                                   ----------  ----------  ----------  --------------  -----------------
<S>                                              <C>                  <C>                      <C>
Income -
   dividends                                     $      30            5          --            20              --
                                                   ----------  ----------  ----------  --------------  -----------------

Expenses:
   Mortality and expense risk fee                       68            3           8            33               4
   Administrative fee                                    8           --           1             4              --
                                                   ----------  ----------  ----------  --------------  -----------------

           Total expenses                               76            3           9            37               4
                                                   ----------  ----------  ----------  --------------  -----------------

           Net investment
             income (loss)                             (46)           2          (9)          (17)             (4)
                                                   ----------  ----------  ----------  --------------  -----------------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                              (8)          --          (1)          (39)             24
     Realized gain distributions                       200            2          --            --              --
                                                   ----------  ----------  ----------  --------------  -----------------

           Net realized gain (loss)                    192            2          (1)          (39)             24
                                                   ----------  ----------  ----------  --------------  -----------------

Change in unrealized
   appreciation during the year                        660            6         173           353              40
                                                   ----------  ----------  ----------  --------------  -----------------

           Net increase (decrease)
             in net assets from
             operations                          $     806           10         163           297              60
                                                   ==========  ==========  ==========  ==============  =================
</TABLE>
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                  Templeton                          Fidelity
                                                   -----------------------------------------  ------------------------
                                                                                  Mutual
                                                                  Developing      Shares
                                                   International    Markets     Investments    Growth     Contrafund
                                                   -------------  ------------  ------------  --------   -----------
<S>                                              <C>                    <C>           <C>        <C>          <C>
Income -
   dividends                                     $        --             --            --         --           --
                                                   -------------  ------------  ------------  --------   -----------

Expenses:
   Mortality and expense risk fee                          5              2             4         --            2
   Administrative fee                                      1              1             1         --           --
                                                   -------------  ------------  ------------  --------   -----------

           Total expenses                                  6              3             5         --            2
                                                   -------------  ------------  ------------  --------   -----------

           Net investment
             income (loss)                                (6)            (3)           (5)        --           (2)
                                                   -------------  ------------  ------------  --------   -----------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                                 8             (4)            --         (3)          (2)
     Realized gain distributions                           --            --             --          --          --
                                                   -------------  ------------  ------------  --------   -----------

           Net realized gain (loss)                        8             (4)           --         (3)          (2)
                                                   -------------  ------------  ------------  --------   -----------

Change in unrealized
   appreciation during the year                           48             44            32         12           48
                                                   -------------  ------------  ------------  --------   -----------

           Net increase (decrease)
             in net assets from
             operations                          $        50             37            27          9           44
                                                   =============  ============  ============  ========   ===========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year ended December 31, 1998

(In thousands of dollars)


                                                                 Fidelity
                                                   ------------------------------------
                                                      Growth       Growth &      Equity-
                                                   Opportunities    Income        Income   Total
                                                   --------------  ----------  --------------------
<S>                                              <C>                    <C>        <C>      <C>
Income -
   dividends                                     $        --            --         --       20,737
                                                   --------------  ----------  --------   ---------

Expenses:
   Mortality and expense risk fee                         --             4          1       16,850
   Administrative fee                                     --             1         --        2,023
                                                   --------------  ----------  --------   ---------

           Total expenses                                 --             5          1       18,873
                                                   --------------  ----------  --------   ---------

           Net investment
             income (loss)                                --            (5)        (1)       1,864
                                                   --------------  ----------  --------   ---------

Net realized gain (loss) on investments:
     Realized gain (loss) on
       sale of fund shares                                (2)           (5)        (3)      10,787
     Realized gain distributions                          --            --         --       65,980
                                                   --------------  ----------  --------   ---------

           Net realized gain (loss)                       (2)           (5)        (3)      76,767
                                                   --------------  ----------  --------   ---------

Change in unrealized
   appreciation during the year                           13            94         17       78,917
                                                   --------------  ----------  --------   ---------

           Net increase (decrease)
             in net assets from
             operations                          $        11            84         13      157,548
                                                   ==============  ==========  ========   =========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)




                                                                                         Trust
                                                      ----------------------------------------------------------------------------
                                                                                                   VKAC
                                                                                                  Growth
                                                       Quality   Money        High      Stock      and        Bond      Developing
                                                        Income   Market      Yield      Index     Income    Debenture     Growth
                                                      --------  --------  ---------   --------   ---------  ---------  ------------
<S>                                                 <C>             <C>        <C>       <C>         <C>      <C>          <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                  $   1,737       583        923       (803)       (390)    1,149        (99)
      Net realized gain (loss)                            455        --        135     21,907       7,127       899        (10)
      Change in unrealized
        appreciation during
        the year                                            6        --       (668)       838         634     1,565        883
                                                      --------  --------  ---------   --------   ---------  ---------  -----------

             Net increase (decrease)
               in net assets from
               operations                               2,198       583        390     21,942       7,371     3,613        774
                                                      --------  --------  ---------   --------   ---------  ---------  -----------

Contract transactions:
    Cova payments                                          --        --         --         --          --        --         --
    Cova transfers                                         --        --         --         --          --        --       (112)
    Payments received from contract
      owners                                               21         6         55         69          39    21,396      6,348
    Transfers between sub-accounts
      (including fixed account), net                   (3,399)  (10,098)    (1,392)     3,960       1,244    38,789      6,481
    Transfers for contract benefits
      and terminations                                 (8,833)   (4,210)    (3,514)   (17,021)     (3,490)   (4,147)      (201)
                                                      --------  --------  ---------   --------   ---------  ---------  -----------

             Net increase (decrease) in
               net assets from
               contract transactions                  (12,211)  (14,302)    (4,851)   (12,992)     (2,207)   56,038     12,516
                                                      --------  --------  ---------   --------   ---------  ---------  -----------

             Net increase (decrease)
               in net assets                          (10,013)  (13,719)    (4,461)     8,950       5,164    59,651     13,290

Net assets at beginning of period                      49,103    21,610     33,261     88,637      46,147    50,820      1,565
                                                      --------  --------  ---------   --------   ---------  ---------  -----------

Net assets at end of period                         $  39,090     7,891     28,800     97,587      51,311   110,471     14,855
                                                      ========  ========  =========   ========   =========  =========  ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)




                                                                                Trust
                                                       ----------------------------------------------------------------------------

                                                                                                   Small       Large
                                                         Large Cap        Mid-Cap     Quality       Cap         Cap        Select
                                                          Research        Value        Bond        Stock       Stock       Equity
                                                        -------------  -----------   ----------  ----------  ----------  -----------
<S>                                                 <C>                    <C>          <C>         <C>         <C>        <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                  $          (66)          (109)         192        (791)       (530)      (1,491)
      Net realized gain (loss)                                   5             (3)          36       2,068         412        8,442
      Change in unrealized
        appreciation during
        the year                                             1,278            120        1,412      (6,177)     13,680       20,065
                                                        -------------  -----------   ----------  ----------  ----------  -----------

             Net increase (decrease)
               in net assets from
               operations                                    1,217              8        1,640      (4,900)     13,562       27,016
                                                        -------------  -----------   ----------  ----------  ----------  -----------

Contract transactions:
    Cova payments                                               --             --           --          --          --           --
    Cova transfers                                            (102)          (107)          --          --          --           --
    Payments received from contract
      owners                                                 6,104          7,924        9,698       8,193      18,801       21,003
    Transfers between sub-accounts
      (including fixed account), net                         4,750          7,602       14,372      15,607      29,039       38,783
    Transfers for contract benefits
      and terminations                                        (234)          (317)      (2,058)     (2,424)     (2,022)      (4,555)
                                                        -------------  -----------   ----------  ----------  ----------  -----------

             Net increase (decrease) in
               net assets from
               contract transactions                        10,518         15,102       22,012      21,376      45,818       55,231
                                                        -------------  -----------   ----------  ----------  ----------  -----------

             Net increase (decrease)
               in net assets                                11,735         15,110       23,652      16,476      59,380       82,247

Net assets at beginning of period                            1,233          2,035       15,986      53,169      21,989       97,063
                                                        -------------  -----------   ----------  ----------  ----------  -----------

Net assets at end of period                         $       12,968         17,145       39,638      69,645      81,369      179,310
                                                        =============  ===========   ==========  ==========  ==========  ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                       -----------------------------------------------------------------
                                                                                                                Growth
                                                                                         Small                    and
                                                          International                   Cap        Equity      Income
                                                             Equity          Balanced    Equity      Income      Equity
                                                         ---------------   -----------  ---------  ---------   ----------
<S>                                                 <C>                        <C>         <C>        <C>         <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                  $            307              23         (10)        11         (30)
      Net realized gain (loss)                                   328              40          11         80         167
      Change in unrealized
        appreciation during
        the year                                               7,969             173          39         49         548
                                                         ---------------   -----------  ---------  ---------   ---------

             Net increase (decrease)
               in net assets from
               operations                                      8,604             236          40        140         685
                                                         ---------------   -----------  ---------  ---------   ---------

Contract transactions:
    Cova payments                                                 --              --          --         --          --
    Cova transfers                                                --              --          --         --          --
    Payments received from contract
      owners                                                   8,143           1,408         442      1,820       3,014
    Transfers between sub-accounts
      (including fixed account), net                          18,076           1,373         588        988       2,913
    Transfers for contract benefits
      and terminations                                        (2,949)            (46)        (15)       (42)        (98)
                                                         ---------------   -----------  ---------  ---------   ---------

             Net increase (decrease) in
               net assets from
               contract transactions                          23,270           2,735       1,015      2,766       5,829
                                                         ---------------   -----------  ---------  ---------------------

             Net increase (decrease)
               in net assets                                  31,874           2,971       1,055      2,906       6,514

Net assets at beginning of period                             62,371             401         272        557       1,309
                                                         ---------------   -----------  ---------  ---------   ---------

Net assets at end of period                         $         94,245           3,372       1,327      3,463       7,823
                                                         ===============   ===========  =========  =========   =========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                   Lord Abbett
                                                  ----------------
                                                                       GACC                          Russell
                                                       Growth        ----------   -------------------------------------------------
                                                        and            Money      Multi-Style   Aggressive                  Core
                                                      Income           Market       Equity        Equity      Non-US        Bond
                                                  ----------------   ----------   -----------   ----------   ---------   ----------
<S>                                             <C>                   <C>          <C>           <C>            <C>         <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)              $        1,761          (161)        (129)         (31)           (54)         178
      Realized gain (loss)                              33,820           436           40          (18)             5            7
      Change in unrealized
        appreciation during
        the year                                        26,592           185        3,199           75            412          268
                                                  ----------------   ----------   -----------   ----------   ---------   ----------

             Net increase (decrease)
               in net assets from
               operations                               62,173           460        3,110           26            363          453
                                                  ----------------   ----------   -----------   ----------   ---------   ----------

Contract transactions:
    Cova payments                                           --            --           --           --             --           --
    Cova transfers                                          --            --           --           --             --           --
    Payments received from contract
      owners                                            55,721        35,352       21,870        4,296          8,107       13,098
    Transfers between sub-accounts
      (including fixed account), net                   102,796       (19,753)       4,748        1,041          1,920        3,732
    Transfers for contract benefits
      and terminations                                 (38,987)       (2,913)        (169)         (20)           (74)        (233)
                                                  ----------------   ----------   -----------   ----------   ---------   ----------

             Net increase (decrease) in
               net assets from
               contract transactions                   119,530        12,686       26,449        5,317          9,953       16,597
                                                  ----------------   ----------   -----------   ----------   ---------   ----------

             Net increase (decrease)
               in net assets                           181,703        13,146       29,559        5,343         10,316       17,050

Net assets at beginning of period                      487,500         3,318           --           --             --           --
                                                  ----------------   ----------   -----------   ----------   ---------   ----------

Net assets at end of period                     $      669,203        16,464       29,559        5,343         10,316       17,050
                                                  ================   ==========   ===========   ==========   =========   ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                             AIM                                                   Alliance
                                                  -------------------------------------------------   ------------------------------
                                                                   Capital          International        Premier       Real Estate
                                                   Value        Appreciation           Equity            Growth        Investment
                                                  ----------   ----------------    ----------------   --------------  --------------
<S>                                             <C>                   <C>                  <C>             <C>             <C>
Increase (decrease) in net assets from
  operations:
      Net investment income (loss)              $      (8)              (11)                  (1)            (45)              1
      Realized gain (loss)                            250                50                   (3)             (4)              3
      Change in unrealized
        appreciation during
        the year                                      668               164                   81           1,522            (170)
                                                  ----------   ----------------    ----------------   --------------  --------------

             Net increase (decrease)
               in net assets from
               operations                             910               203                   77           1,473            (166)
                                                  ----------   ----------------    ----------------   --------------  --------------

Contract transactions:
    Cova payments                                      --                --                   --              --              --
    Cova transfers                                     --                --                   --              --              --
    Payments received from contract
      owners                                        4,061             1,431                1,648           6,485           1,193
    Transfers between sub-accounts
      (including fixed account), net                2,030               609                  609           1,828             514
    Transfers for contract benefits
      and terminations                               (185)              (83)                  (9)            (38)            (12)
                                                  ----------   ----------------    ----------------   --------------  --------------

             Net increase (decrease) in
               net assets from
               contract transactions                5,906             1,957                2,248           8,275           1,695
                                                  ----------      -------------    ----------------   --------------  --------------

             Net increase (decrease)
               in net assets                        6,816             2,160                2,325           9,748           1,529

Net assets at beginning of period                      --                --                   --              --              --
                                                  ----------   ----------------    ----------------   --------------  --------------

Net assets at end of period                     $   6,816             2,160                2,325           9,748           1,529
                                                  ==========   ================    ================   ==============  ==============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                                                  Goldman Sachs
                                                                     -----------------------------------------
                                                       Liberty          Growth
                                                    ---------------
                                                       Newport           and       International      Global
                                                        Tiger            Income       Equity          Income
                                                    ---------------  -----------------------------  ----------
<S>                                             <C>                      <C>             <C>            <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)              $             4             12             (7)            6
      Realized gain (loss)                                  (30)           (12)            10             3
      Change in unrealized
        appreciation during
        the year                                             54           (207)            56            (1)
                                                    ---------------  -----------  ----------------  ----------

             Net increase (decrease)
               in net assets from
               operations                                    28           (207)            59             8
                                                    ---------------  -----------  ----------------  ----------

Contract transactions:
    Cova payments                                            --             --             --            --
    Cova transfers                                           --             --             --            --
    Payments received from contract
      owners                                                159          3,067            979           125
    Transfers between sub-accounts
      (including fixed account), net                        108          1,826            255            84
    Transfers for contract benefits
      and terminations                                       --            (52)            (6)          (14)
                                                    ---------------  -----------  ----------------  ----------

             Net increase (decrease) in
               net assets from
               contract transactions                        267          4,841          1,228           195
                                                    ---------------  -----------  ----------------  ----------

             Net increase (decrease)
               in net assets                                295          4,634          1,287           203

Net assets at beginning of period                            --             --             --            --
                                                    ---------------  -----------  ----------------  ----------

Net assets at end of period                     $           295          4,634          1,287           203
                                                    ===============  ===========  ================  ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)




                                                                                                                      MFS
                                                                                                             -----------------------
                                                                              Kemper
                                                    --------------  ---------------------------------------
                                                    Dreman High     Small Cap       Small Cap   Government
                                                    Return Equity    Growth           Value     Securities     Bond     Research
                                                    --------------  ------------  ------------  -----------  ---------  ------------
<S>                                               <C>                    <C>            <C>           <C>         <C>        <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)                $           --          (5)             (13)         --          --          (28)
      Realized gain (loss)                                    --          (3)               8          --          --           16
      Change in unrealized
        appreciation during
        the year                                               1         107             (155)          9           1          481
                                                    --------------  ------------  ------------  -----------  ---------  ------------

             Net increase (decrease)
               in net assets from
               operations                                      1          99             (160)          9           1          469
                                                    --------------  ------------  ------------  -----------  ---------  ------------

Contract transactions:
    Cova payments                                             --          --               --          --          --           --
    Cova transfers                                            --          --               --          --          --           --
    Payments received from contract
      owners                                                  --         630            1,656         503           3        3,760
    Transfers between sub-accounts
      (including fixed account), net                          96         162              670         120         170        1,530
    Transfers for contract benefits
      and terminations                                        --           2              (21)         (2)         --         (101)
                                                    --------------  ------------  ------------  -----------  ---------  ------------

             Net increase (decrease) in
               net assets from
               contract transactions                          96         794            2,305         621         173        5,189
                                                    --------------  ------------  ------------  -----------  ---------  ------------

             Net increase (decrease)
               in net assets                                  97         893            2,145         630         174        5,658

Net assets at beginning of period                             --          --               --          --          --           --
                                                    --------------  ------------  ------------  -----------  ---------  ------------

Net assets at end of period                       $           97         893            2,145         630         174        5,658
                                                    ==============  ============  ============  ===========  =========  ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)




                                                                                     MFS
                                                    -------------------------------------------------------------------------
                                                                                   F&C
                                                        Growth                  Emerging
                                                       with         Emerging     Markets         High            World
                                                        Income      Growth       Equity         Income        Governments
                                                      -----------------------  ------------   ------------  -----------------
<S>                                               <C>                <C>             <C>          <C>                 <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)                $       (38)         (37)            3              5               --
      Realized gain (loss)                                 --           (2)          (97)             3               --
      Change in unrealized
        appreciation during
        the year                                          574          985           (94)           (34)               1
                                                      --------   ------------  ------------   ------------  -----------------

             Net increase (decrease)
               in net assets from
               operations                                 536          946          (188)           (26)               1
                                                      --------   ------------  ------------   ------------  -----------------

Contract transactions:
    Cova payments                                          --           --            --             --               --
    Cova transfers                                         --           --            --             --               --
    Payments received from contract
      owners                                            4,624        5,018           421          1,634                4
    Transfers between sub-accounts
      (including fixed account), net                    1,901        1,216           252            570               17
    Transfers for contract benefits
      and terminations                                    (45)         (38)           (4)           (20)              --
                                                      --------   ------------  ------------   ------------  -----------------

             Net increase (decrease) in
               net assets from
               contract transactions                    6,480        6,196           669          2,184               21
                                                      --------   ------------  ------------   ------------  -----------------

             Net increase (decrease)
               in net assets                            7,016        7,142           481          2,158               22

Net assets at beginning of period                          --           --            --             --               --
                                                      --------   ------------  ------------   ------------  -----------------

Net assets at end of period                       $     7,016        7,142           481          2,158               22
                                                      ========   ============  ============   ============  =================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                                                    OPPENHEIMER
                                                        --------------------------------------------------------------------
                                                                         GROWTH
                                                                           AND           HIGH                   STRATEGIC
                                                           GROWTH        INCOME         INCOME        BOND         BOND
                                                        -------------  ------------   ------------  ---------  -------------
<S>                                               <C>                       <C>             <C>        <C>          <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)                $             (6)           (19)           (1)         (19)          (3)
      Realized gain (loss)                                       7              2             3            5            2
      Change in unrealized
        appreciation during
        the year                                               134            (28)          (15)          95            3
                                                        -------------  ------------   ------------  ---------  -------------

             Net increase (decrease)
               in net assets from
               operations                                      135            (45)          (13)          81            2
                                                        -------------  ------------   ------------  ---------  -------------

Contract transactions:
    Cova payments                                               --             --            --           --           --
    Cova transfers                                              --             --            --           --           --
    Payments received from contract
      owners                                                   838          2,140           517        3,298          725
    Transfers between sub-accounts
      (including fixed account), net                           220            859           281          889          371
    Transfers for contract benefits
      and terminations                                          (4)           (13)           (8)         (34)          (3)
                                                        -------------  ------------   ------------  ---------  -------------

             Net increase (decrease) in
               net assets from
               contract transactions                         1,054          2,986           790        4,153        1,093
                                                        -------------  ------------   ------------  ---------  -------------

             Net increase (decrease)
               in net assets                                 1,189          2,941           777        4,234        1,095

Net assets at beginning of period                               --             --            --           --           --
                                                        -------------  ------------   ------------  ---------  -------------

Net assets at end of period                       $          1,189          2,941           777        4,234        1,095
                                                        =============  ============   ============  =========  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)




                                                                                          Putnam
                                                     ---------------------------------------------------------------------------

                                                        Growth                                                    International
                                                         and             New                    International          New
                                                        Income          Value      Vista            Growth        Opportunities
                                                     -------------   ------------  ----------  ---------------  ------------------
<S>                                                <C>                     <C>       <C>              <C>               <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)                 $         (46)            2          (9)             (17)             (4)
      Net realized gain (loss)                               192             2          (1)             (39)             24
      Change in unrealized
        appreciation during
        the year                                             660             6         173              353              40
                                                     -------------   ------------  ----------  ---------------  ------------------

             Net increase (decrease)
               in net assets from
               operations                                    806            10         163              297              60
                                                     -------------   ------------  ----------  ---------------  ------------------

Contract transactions:
    Cova payments                                             --            --          --               --              --
    Cova transfers                                            --            --          --               --              --
    Payments received from contract
      owners                                               8,705           173       1,241            4,444             423
    Transfers between sub-accounts
      (including fixed account), net                       3,257           259         385            1,511             127
    Transfers for contract benefits
      and terminations                                       (69)           (1)         (4)             (46)             (8)
                                                     -------------   ------------  ----------  ---------------  ------------------

             Net increase (decrease) in
               net assets from
               contract transactions                      11,893           431       1,622            5,909             542
                                                     -------------   ------------  ----------  ---------------  ------------------

             Net increase (decrease)
               in net assets                              12,699           441       1,785            6,206             602

Net assets at beginning of period                             --            --          --               --              --
                                                     -------------   ------------  ----------  ---------------  ------------------

Net assets at end of period                        $      12,699           441       1,785            6,206             602
                                                     =============   ============  ==========  ===============  ==================
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                                             Templeton                              Fidelity
                                                              --------------------------------------------  ----------------------
                                                                                               Mutual
                                                                               Developing      Shares
                                                              International    Markets       Investments     Growth     Contrafund
                                                              -------------  -------------  --------------  --------  -------------
<S>                                                         <C>                     <C>          <C>             <C>         <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                          $          (6)           (3)            (5)          --           (2)
      Net realized gain (loss)                                          8            (4)            --           (3)          (2)
      Change in unrealized
        appreciation during
        the year                                                       48            44             32           12           48
                                                              -------------  -------------  --------------  --------  -------------

             Net increase (decrease)
               in net assets from
               operations                                              50            37             27            9           44
                                                              -------------  -------------  --------------  --------  -------------

Contract transactions:
    Cova payments                                                      --            --             --           --           --
    Cova transfers                                                     --            --             --           --           --
    Payments received from contract
      owners                                                        1,261           509            584           86          330
    Transfers between sub-accounts
      (including fixed account), net                                  201           139            415           (5)          24
    Transfers for contract benefits
      and terminations                                                 (5)           (6)            (5)          (2)           2
                                                              -------------  -------------  --------------  --------  -------------

             Net increase (decrease) in
               net assets from
               contract transactions                                1,457           642            994           79          356
                                                              -------------  -------------  --------------  --------  -------------

             Net increase (decrease)
               in net assets                                        1,507           679          1,021           88          400

Net assets at beginning of period                                      --            --             --           --           --
                                                              -------------  -------------  --------------  --------  -------------

Net assets at end of period                                 $       1,507           679          1,021           88          400
                                                              =============  =============  ==============  ========  =============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1998

(In thousands of dollars)


                                                                              Fidelity
                                                              ----------------------------------------------
                                                                  Growth          Growth &       Equity-
                                                               Opportunities       Income         Income         Total
                                                              ----------------   ------------  -------------  -------------
<S>                                                         <C>                        <C>            <C>        <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                          $          --               (5)            (1)           1,864
      Net realized gain (loss)                                         (2)              (5)            (3)          76,767
      Change in unrealized
        appreciation during
        the year                                                       13               94             17           78,917
                                                              ----------------   ------------  -------------  -------------

             Net increase (decrease)
               in net assets from
               operations                                              11               84             13          157,548
                                                              ----------------   ------------  -------------  -------------

Contract transactions:
    Cova payments                                                      --               --             --               --
    Cova transfers                                                     --               --             --             (321)
    Payments received from contract
      owners                                                          114              435            195          316,347
    Transfers between sub-accounts
      (including fixed account), net                                  (13)             333             51          288,031
    Transfers for contract benefits
      and terminations                                                 --               --             (3)         (99,409)
                                                              ----------------   ------------  -------------  -------------

             Net increase (decrease) in
               net assets from
               contract transactions                                  101              768            243          504,648
                                                              ----------------   ------------  -------------  -------------

             Net increase (decrease)
               in net assets                                          112              852            256          662,196

Net assets at beginning of period                                      --               --             --        1,038,346
                                                              ----------------   ------------  -------------  -------------

Net assets at end of period                                 $         112              852            256        1,700,542
                                                              ================   ============  =============  =============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1997

(In thousands of dollars)


                                                                                    Trust
                                              -------------------------------------------------------------------------------------
                                                                                                  VKAC
                                                                                                 Growth
                                               Quality     Money         High       Stock         and       Bond        Developing
                                               Income      Market       Yield       Index        Income     Debenture    Growth
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------
<S>                                         <C>              <C>          <C>         <C>          <C>       <C>          <C>
Increase (decrease) in net assets from
   operations:
      Net investment income
         (loss)                             $     2,586       1,851        2,603         (73)         (22)    1,266          (2)
      Net realized gain (loss)                      503          --          835      15,992        1,404        35          --
      Change in unrealized
         appreciation during
         the year                                   367          --          351       4,729        6,685     1,687           7
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------

             Net increase (decrease)
                in net assets
                from operations                   3,456       1,851        3,789      20,648        8,067     2,988           5
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------

Contract transactions:
    Cova payments                                    --          --           --          --           --        --         100
    Cova transfers                                   --          --           --          --           --        --          --
    Payments received from
      contract owners                               504      45,236          795       2,638        2,541     8,751         503
    Transfers between sub-
      accounts (including fixed
      account), net                               3,092     (48,066)     (11,222)     (9,170)       5,116    32,608         959
    Transfers for contract
      benefits and terminations                  (9,775)     (8,119)      (2,972)    (14,588)      (1,993)     (978)         (2)
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------

             Net increase
                (decrease) in net
                assets from contract
                transactions                     (6,179)    (10,949)     (13,399)    (21,120)       5,664    40,381       1,560
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------

             Net increase
                (decrease) in net
                assets                           (2,723)     (9,098)      (9,610)       (472)      13,731    43,369       1,565

Net assets at beginning of period                51,826      30,708       42,871      89,109       32,416     7,451          --
                                              ---------- -----------  ----------- -----------  -----------  ----------  -----------

Net assets at end of period                 $    49,103      21,610       33,261      88,637       46,147    50,820       1,565
                                              ========== ===========  =========== ===========  ===========  ==========  ===========
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1997

(In thousands of dollars)


                                                                               TRUST
                                            --------------------------------------------------------------------------------------
                                                                                Small       Large
                                            Large Cap    Mid-Cap   Quality       Cap         Cap        Select      International
                                            Research     Value       Bond       Stock       Stock       Equity         Equity
                                            ---------- ---------  ----------  ---------  -----------  ----------   ---------------
<S>                                       <C>           <C>        <C>        <C>          <C>         <C>            <C>
Increase (decrease) in net assets from
   operations:
      Net investment income
         (loss)                           $      1         --         439       (260)         (59)       (342)           (18)
      Net realized gain (loss)                  --         --         116        135        2,865         331             51
      Change in unrealized
         appreciation during
         the year                                6         40         156      5,990        1,324      12,310            513
                                            ---------  ---------  ----------  ---------  -----------  ----------   ---------------

             Net increase (decrease)
                in net assets
                from operations                  7         40         711      5,865        4,130      12,299            546
                                            ---------  ---------  ----------  ---------  -----------  ----------   ---------------

Contract transactions:
    Cova payments                              100        100          --         --           --          --             --
    Cova transfers                              --         --      (2,144)        --      (15,455)         --             --
    Payments received from
      contract owners                          359        463       2,671      9,550        7,691      19,507         11,213
    Transfers between sub-
      accounts (including fixed
      account), net                            769      1,460      10,203     24,982       10,293      44,654         37,503
    Transfers for contract
      benefits and terminations                 (2)       (28)       (731)    (1,221)        (421)     (1,556)        (1,224)
                                            ---------  ---------  ----------  ---------  -----------  ----------   ---------------

             Net increase
                (decrease) in net
                assets from contract
                transactions                 1,226      1,995       9,999     33,311        2,108      62,605         47,492
                                            ---------  ---------  ----------  ---------  -----------  ----------   ---------------

             Net increase
                (decrease) in net
                assets                       1,233      2,035      10,710     39,176        6,238      74,904         48,038

Net assets at beginning of period               --         --       5,276     13,993       15,751      22,159         14,333
                                            ---------  ---------  ----------  ---------  -----------  ----------   ---------------

Net assets at end of period               $  1,233      2,035      15,986     53,169       21,989      97,063         62,371
                                            =========  =========  ==========  =========  ===========  ==========   ===============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Net Assets

Year ended December 31, 1997

(In thousands of dollars)




                                                            Trust
                                         ---------------------------------------------
                                                                             Growth          Lord Abbett
                                                                                        ---------------------
                                                     Small                    and                               GACC
                                                                                        Growth               ----------
                                                      Cap        Equity      Income       and       Global      Money
                                         Balanced   Equity       Income      Equity     Income      Equity      Market       Total
                                         --------------------   ---------  -----------  ---------  -------   -----------------------
<S>                                    <C>               <C>         <C>        <C>      <C>                   <C>        <C>
Increase (decrease) in net assets
   from operations:
      Net investment income
         (loss)                        $     4            (1)          2           (1)     2,366       (9)       (24)        10,307
      Net realized gain (loss)               4             2           7           11     31,083      (36)        55         53,393
      Change in unrealized
         appreciation during
         the year                           --            (5)         21           18     41,372       (1)        40         75,610
                                         --------  ----------   ---------  -----------  ---------  -------   --------  -------------

             Net increase (decrease)
                in net assets
                from operations              8            (4)         30           28     74,821      (46)        71        139,310
                                         --------  ----------   ---------  -----------  ---------  -------   --------  -------------

Contract transactions:
    Cova payments                            1             1           1            1         --       --         --            304
    Cova transfers                          (1)           (1)         (1)          (1)        --       --         --        (17,603)
    Payments received from
      contract owners                      184           116         219          679     47,264        5      5,197        166,086
    Transfers between sub-
      accounts (including fixed
      account), net                        235           160         309          646     94,311   (2,228)    (1,996)       194,618
    Transfers for contract
      benefits and terminations            (26)           --          (1)         (44)   (23,254)    (114)      (312)       (67,361)
                                         --------  ----------   ---------  -----------  ---------  -------   --------  -------------

             Net increase
                (decrease) in net
                assets from contract
                transactions               393           276         527        1,281    118,321   (2,337)     2,889        276,044
                                         --------  ----------   ---------  -----------  ---------  -------   --------  -------------

             Net increase
                (decrease) in net
                assets                     401           272         557        1,309    193,142   (2,383)     2,960        415,354

Net assets at beginning of period           --            --          --           --    294,358    2,383        358        622,992
                                         --------  ----------   ---------  -----------  ---------  -------   --------  -------------

Net assets at end of period            $   401           272         557        1,309    487,500       --      3,318      1,038,346
                                         ========  ==========   =========  ===========  =========  =======   ========  =============
</TABLE>

See accompanying notes to financial statements.


                        COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997


  (1)   ORGANIZATION

        Cova Variable Annuity Account One (the Separate Account), a unit
        investment trust registered under the Investment Company Act of 1940 as
        amended, was established by Cova Financial Services Life Insurance
        Company (Cova) and exists in accordance with the regulations of the
        Missouri Department of Insurance. The Separate Account is a funding
        vehicle for variable annuity contracts issued by Cova.

<TABLE>
<CAPTION>
        The Separate Account is divided into sub-accounts with the assets of
        each sub-account invested in the corresponding portfolios of the
        following investment companies:

<S>                                                                                  <C>
        Cova Series Trust (Trust)                                                    18 portfolios
        Lord Abbett Series Fund, Inc. (Lord Abbett)                                  1 portfolio
        General American Capital Company (GACC)                                      1 portfolio
        Russell Insurance Funds (Russell)                                            4 portfolios
        AIM Variable Insurance Funds, Inc. (AIM)                                     3 portfolios
        Alliance Variable Products Series Fund, Inc. (Alliance)                      2 portfolios
        Liberty Variable Investment Trust (Liberty)                                  1 portfolio
        Goldman Sachs Variable Insurance Trust (Goldman Sachs)                       3 portfolios
        Investors Fund Series (Kemper)                                               4 portfolios
        MFS Variable Insurance Trust (MFS)                                           7 portfolios
        Oppenheimer Variable Account Funds (Oppenheimer)                             5 portfolios
        Putnam Variable Trust (Putnam)                                               5 portfolios
        Templeton Variable Products Series Fund (Templeton)                          3 portfolios
        Variable Insurance Products Fund, Fund II, and Fund III (Fidelity)           5 portfolios
</TABLE>

        Each investment company is a diversified, open-end, management
        investment company registered under the Investment Company Act of 1940
        as amended. Not all sub-accounts are available for investment depending
        upon the terms of the variable annuity contracts offered for sale by
        Cova.

  (2)   SIGNIFICANT ACCOUNTING POLICIES

        (A)   INVESTMENT VALUATION

              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio shares owned by the sub-accounts. Income from
              dividends and gains from realized gain distributions are recorded
              on the ex-distribution date.

        (B)   REINVESTMENT OF DISTRIBUTIONS

              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolio.

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

        (C)   FEDERAL INCOME TAXES

              The operations of the Separate Account are included in the federal
              income tax return of Cova, which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, Cova believes it will be treated as
              the owner of the Separate Account assets for federal income tax
              purposes and does not expect to incur federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable annuity contracts. Based on this, no
              charge is being made currently to the Separate Account for federal
              income taxes. A charge may be made in future years for any federal
              income taxes that would be attributable to the contracts.

        (D)   ANNUITY RESERVES

              Annuity reserves are computed for contracts in the payout stage
              according to the 1983a Mortality Table. The assumed investment
              return is 3%. The mortality risk is borne by Cova and may result
              in additional transfers to the Separate Account. Conversely, if
              reserves exceed amounts required, transfers may be made from the
              Separate Account to Cova. The charges were not material in 1998.

  (3)   SEPARATE ACCOUNT EXPENSES

        Cova deducts a daily charge from the net assets of the Separate Account
        equivalent to an annual rate of 1.25% for the assumption of mortality
        and expense risks and 0.15% for administrative expenses. 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. The administrative fees cover the cost of establishing
        and maintaining the variable annuity contracts and the Separate Account.

  (4)   CONTRACT FEES

        There are no deductions made from purchase payments for sales fees at
        the time a variable annuity contract is purchased. However, if all or a
        portion of the contract value is withdrawn, a withdrawal fee may be
        assessed and deducted from the contract value or payment to the contract
        owner. 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 the contract value exceeds $5,000, the contract
        owner may make one withdrawal each contract year of up to 10% of the
        aggregate purchase payments (on deposit for more than one year) without
        incurring a surrender fee. In 1998, surrender fees of $436 thousand were
        deducted from the contract values in the Separate Account.

        An annual contract maintenance fee of $30 is imposed on all variable
        annuity contracts with contract values less than $50,000 on their policy
        anniversary. This fee covers the cost of contract administration for the
        previous year and is prorated between the sub-accounts and the fixed
        rate account 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 the available
        sub-accounts of the Separate Account and the fixed rate account offered
        by 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 amount
        transferred, may be deducted from the contract account value. Transfers
        made in the Dollar Cost Averaging program are not subject to the
        transfer fee.

        In 1998, contract maintenance and transfer fees of $478 thousand were
        deducted from the contract values in the 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. Cova reserves the right to deduct
        premium taxes when incurred.

  (5)   SUBSEQUENT EVENT

        On January 8, 1999, the five sub-accounts investing in the Trust
        portfolios managed by Van Kampen American Capital Advisory Corp. (VKAC)
        - Quality Income, Money Market, High Yield, Stock Index, and VKAC Growth
        and Income portfolios - ceased operations and their assets were
        transferred to one new and four existing sub-accounts in accordance with
        the substitution order issued by the Securities and Exchange Commission.

        On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased
        operations and its assets were transferred to the Trust Lord Abbett
        Growth and Income sub-account which commenced operations on January 8,
        1999. The Trust Lord Abbett Growth and Income sub-account invests in the
        Trust Lord Abbett Growth and Income Portfolio which commenced operations
        on January 8, 1999. The Trust Lord Abbett Growth and Income Portfolio is
        managed by Lord Abbett who also manages the Lord Abbett Growth and
        Income Portfolio.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


(6)    UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return and
expense ratios for each sub-account follows:


                                                COMMENCED                                  ACCUMULATION UNIT VALUE
                                                                -----------------------------------------------------------------
                                                operations       1998         1997          1996         1995            1994
                                             --------------  ------------  -----------   -----------  -----------  --------------
<S>                                              <C>         <C>            <C>           <C>          <C>             <C>
       Trust Quality Income*                     12/11/89    $ 17.539854    16.716329     15.540273    15.331971       13.170448
       Trust Money Market*                       06/28/91      12.882171    12.375226     11.879722    11.425133       10.896621
       Trust High Yield*                         12/11/89      23.857965    23.571992     21.422784    19.522535       16.977032
       Trust Stock Index*                        10/31/91      31.522392    24.963514     19.036956    15.773906       11.679303
       Trust VKAC Growth and Income*             05/02/92      24.396666    20.978325     17.008151    14.608904       11.195845
       Trust Bond Debenture                      05/01/96      13.496500    12.881792     11.294930           --              --
       Trust Developing Growth                   08/20/97      11.067854    10.527554            --           --              --
       Trust Large Cap Research                  08/20/97      11.825550     9.899560            --           --              --
       Trust Mid-Cap Value                       08/20/97      10.437949    10.467957            --           --              --
       Trust Quality Bond                        05/01/96      11.914489    11.155126     10.368764           --              --
       Trust Small Cap Stock                     05/01/96      12.582860    13.491466     11.308419           --              --
       Trust Large Cap Stock                     05/01/96      19.428499    14.889462     11.334979           --              --
       Trust Select Equity                       05/01/96      16.987204    14.053502     10.838053           --              --
       Trust International Equity                05/01/96      12.889315    11.462435     10.967004           --              --
       Trust Balanced                            07/01/97      11.767845    10.531920            --           --              --
       Trust Small Cap Equity                    07/01/97      10.238676    10.418047            --           --              --
       Trust Equity Income                       07/01/97      12.068849    11.194166            --           --              --
       Trust Growth and Income Equity            07/01/97      12.188331    10.756082            --           --              --
       Lord Abbett Growth and Income*            12/11/89      34.325425    30.837057     25.089525    21.306277       16.642028
       GACC Money Market                         06/03/96      11.109943    10.667011     10.233546           --              --
       Russell Multi-Style Equity                12/31/97      12.694810    10.000000            --           --              --
       Russell Aggressive Equity                 12/31/97       9.963254    10.000000            --           --              --
       Russell Non-US                            12/31/97      11.142092    10.000000            --           --              --
       Russell Core Bond                         12/31/97      10.591175    10.000000            --           --              --
       AIM Value                                 12/31/97      13.060203    10.000000            --           --              --
       AIM Capital Appreciation                  12/31/97      11.770729    10.000000            --           --              --
       AIM International Equity                  12/31/97      11.391449    10.000000            --           --              --
       Alliance Premier Growth                   12/31/97      14.595485    10.000000            --           --              --
       Alliance Real Estate Investment           12/31/97       7.988435    10.000000            --           --              --
       Liberty Newport Tiger                     12/31/97       9.228765    10.000000            --           --              --
       Goldman Sachs Growth and Income           01/29/98       9.908613           --            --           --              --
       Goldman Sachs International Equity        01/29/98      11.402925           --            --           --              --
       Goldman Sachs Global Income               01/29/98      10.781765           --            --           --              --
       Kemper Dreman High Return Equity          05/15/98      10.487302           --            --           --              --
       Kemper Small Cap Growth                   12/31/97      11.676086    10.000000            --           --              --
       Kemper Small Cap Value                    12/31/97       8.753222    10.000000            --           --              --
       Kemper Government Securities              12/31/97      10.556498    10.000000            --           --              --
       MFS Bond                                  05/15/98      10.491811           --            --           --              --
       MFS Research                              12/31/97      12.172796    10.000000            --           --              --
       MFS Growth with Income                    12/31/97      12.066568    10.000000            --           --              --
       MFS Emerging Growth                       12/31/97      13.233235    10.000000            --           --              --
       MFS / F&C Emerging Markets Equity         12/31/97       6.571830    10.000000            --           --              --
       MFS High Income                           12/31/97       9.845193    10.000000            --           --              --
       MFS World Governments                     12/31/97      10.669943    10.000000            --           --              --
       Oppenheimer Growth                        12/31/97      12.232731    10.000000            --           --              --
       Oppenheimer Growth & Income               12/31/97      10.326519    10.000000            --           --              --
       Oppenheimer High Income                   12/31/97       9.893828    10.000000            --           --              --
       Oppenheimer Bond                          12/31/97      10.533011    10.000000            --           --              --
       Oppenheimer Strategic Bond                12/31/97      10.151332    10.000000            --           --              --
       Putnam Growth and Income                  12/31/97      11.382650    10.000000            --           --              --
       Putnam New Value                          12/31/97      10.483517    10.000000            --           --              --
       Putnam Vista                              12/31/97      11.785702    10.000000            --           --              --
       Putnam International Growth               12/31/97      11.707003    10.000000            --           --              --
       Putnam International New Opportunities    12/31/97      11.402252    10.000000            --           --              --
       Templeton International                   05/01/98       9.144522           --            --           --              --
       Templeton Developing Markets              05/01/98       7.552448           --            --           --              --
       Templeton Mutual Shares Investments       05/01/98       9.630622           --            --           --              --
       Fidelity VIP Growth                       02/17/98      13.077878           --            --           --              --
       Fidelity VIP II Contrafund                02/17/98      12.357373           --            --           --              --
       Fidelity VIP III Growth Opportunities     02/17/98      11.742360           --            --           --              --
       Fidelity VIP III Growth & Income          02/17/98      12.202502           --            --           --              --
       Fidelity VIP Equity-Income                02/17/98      10.626607           --            --           --              --
                                                             ============  ===========   ===========  ===========  ==============
</TABLE>

     * Sub-account ceased operations on January 8, 1999.
    ** Total returns for sub-accounts that commenced operations during the year
       are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


(6)    UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return and
expense ratios for each sub-account follows:


                                                                             NET ASSETS (IN 000'S)
                                                          -------------------------------------------------------------
                                                             1998         1997        1996         1995        1994
                                                          -----------  ----------- -----------  ----------- -----------
<S>                                                    <C>                 <C>         <C>          <C>         <C>
       Trust Quality Income*                           $      39,090       49,103      51,826       41,253      33,933
       Trust Money Market*                                     7,891       21,610      30,708       34,128      75,878
       Trust High Yield*                                      28,800       33,261      42,871       36,512      19,653
       Trust Stock Index*                                     97,587       88,637      89,109       85,762      36,807
       Trust VKAC Growth and Income*                          51,311       46,147      32,416       19,617      10,941
       Trust Bond Debenture                                  110,471       50,820       7,451           --          --
       Trust Developing Growth                                14,855        1,565          --           --          --
       Trust Large Cap Research                               12,968        1,233          --           --          --
       Trust Mid-Cap Value                                    17,145        2,035          --           --          --
       Trust Quality Bond                                     39,638       15,986       5,276           --          --
       Trust Small Cap Stock                                  69,645       53,169      13,993           --          --
       Trust Large Cap Stock                                  81,369       21,989      15,751           --          --
       Trust Select Equity                                   179,310       97,063      22,159           --          --
       Trust International Equity                             94,245       62,371      14,333           --          --
       Trust Balanced                                          3,372          401          --           --          --
       Trust Small Cap Equity                                  1,327          272          --           --          --
       Trust Equity Income                                     3,463          557          --           --          --
       Trust Growth and Income Equity                          7,823        1,309          --           --          --
       Lord Abbett Growth and Income*                        669,203      487,500     294,358      190,630     114,416
       GACC Money Market                                      16,464        3,318         358           --          --
       Russell Multi-Style Equity                             29,559           --          --           --          --
       Russell Aggressive Equity                               5,343           --          --           --          --
       Russell Non-US                                         10,316           --          --           --          --
       Russell Core Bond                                      17,050           --          --           --          --
       AIM Value                                               6,816           --          --           --          --
       AIM Capital Appreciation                                2,160           --          --           --          --
       AIM International Equity                                2,325           --          --           --          --
       Alliance Premier Growth                                 9,748           --          --           --          --
       Alliance Real Estate Investment                         1,529           --          --           --          --
       Liberty Newport Tiger                                     295           --          --           --          --
       Goldman Sachs Growth and Income                         4,634           --          --           --          --
       Goldman Sachs International Equity                      1,287           --          --           --          --
       Goldman Sachs Global Income                               203           --          --           --          --
       Kemper Dreman High Return Equity                           97           --          --           --          --
       Kemper Small Cap Growth                                   893           --          --           --          --
       Kemper Small Cap Value                                  2,145           --          --           --          --
       Kemper Government Securities                              630           --          --           --          --
       MFS Bond                                                  174           --          --           --          --
       MFS Research                                            5,658           --          --           --          --
       MFS Growth with Income                                  7,016           --          --           --          --
       MFS Emerging Growth                                     7,142           --          --           --          --
       MFS / F&C Emerging Markets Equity                         481           --          --           --          --
       MFS High Income                                         2,158           --          --           --          --
       MFS World Governments                                      22           --          --           --          --
       Oppenheimer Growth                                      1,189           --          --           --          --
       Oppenheimer Growth & Income                             2,941           --          --           --          --
       Oppenheimer High Income                                   777           --          --           --          --
       Oppenheimer Bond                                        4,234           --          --           --          --
       Oppenheimer Strategic Bond                              1,095           --          --           --          --
       Putnam Growth and Income                               12,699           --          --           --          --
       Putnam New Value                                          441           --          --           --          --
       Putnam Vista                                            1,785           --          --           --          --
       Putnam International Growth                             6,206           --          --           --          --
       Putnam International New Opportunities                    602           --          --           --          --
       Templeton International                                 1,507           --          --           --          --
       Templeton Developing Markets                              679           --          --           --          --
       Templeton Mutual Shares Investments                     1,021           --          --           --          --
       Fidelity VIP Growth                                        88           --          --           --          --
       Fidelity VIP II Contrafund                                400           --          --           --          --
       Fidelity VIP III Growth Opportunities                     112           --          --           --          --
       Fidelity VIP III Growth & Income                          852           --          --           --          --
       Fidelity VIP Equity-Income                                256           --          --           --          --
                                                          ===========  =========== ===========  =========== ===========
</TABLE>
     * Sub-account ceased operations on January 8, 1999.
    ** Total returns for sub-accounts that commenced operations during the year
       are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997




(6)    UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return and
expense ratios for each sub-account follows:


                                                                                  TOTAL RETURN**
                                                              --------------------------------------------------------
                                                                1998          1997       1996       1995       1994
                                                              ---------     ---------- ---------- ---------- ---------
<S>                                                              <C>            <C>        <C>        <C>       <C>
       Trust Quality Income*                                      4.93 %         7.57       1.36      16.41     (5.70)
       Trust Money Market*                                        4.10           4.17       3.98       4.85      2.70
       Trust High Yield*                                          1.21          10.03       9.73      14.99     (5.79)
       Trust Stock Index*                                        26.27          31.13      20.69      35.06     (1.58)
       Trust VKAC Growth and Income*                             16.30          23.34      16.42      30.49     (6.07)
       Trust Bond Debenture                                       4.77          14.05      11.86         --        --
       Trust Developing Growth                                    5.13           5.28         --         --        --
       Trust Large Cap Research                                  19.46          (1.00)        --         --        --
       Trust Mid-Cap Value                                       (0.29)          4.68         --         --        --
       Trust Quality Bond                                         6.81           7.58       4.76         --        --
       Trust Small Cap Stock                                     (6.74)         19.31       7.57         --        --
       Trust Large Cap Stock                                     30.49          31.36      13.32         --        --
       Trust Select Equity                                       20.88          29.67       7.48         --        --
       Trust International Equity                                12.45           4.52       7.36         --        --
       Trust Balanced                                            11.74           5.32         --         --        --
       Trust Small Cap Equity                                    (1.72)          4.18         --         --        --
       Trust Equity Income                                        7.81          11.94         --         --        --
       Trust Growth and Income Equity                            13.32           7.56         --         --        --
       Lord Abbett Growth and Income*                            11.31          22.91      17.76      28.03      1.32
       GACC Money Market                                          4.15           4.24       2.34         --        --
       Russell Multi-Style Equity                                26.95             --         --         --        --
       Russell Aggressive Equity                                 (0.37)            --         --         --        --
       Russell Non-US                                            11.42             --         --         --        --
       Russell Core Bond                                          5.91             --         --         --        --
       AIM Value                                                 30.60             --         --         --        --
       AIM Capital Appreciation                                  17.71             --         --         --        --
       AIM International Equity                                  13.91             --         --         --        --
       Alliance Premier Growth                                   45.96             --         --         --        --
       Alliance Real Estate Investment                          (20.12)            --         --         --        --
       Liberty Newport Tiger                                     (7.71)            --         --         --        --
       Goldman Sachs Growth and Income                           (0.91)            --         --         --        --
       Goldman Sachs International Equity                        14.03             --         --         --        --
       Goldman Sachs Global Income                                7.82             --         --         --        --
       Kemper Dreman High Return Equity                           4.87             --         --         --        --
       Kemper Small Cap Growth                                   16.76             --         --         --        --
       Kemper Small Cap Value                                   (12.47)            --         --         --        --
       Kemper Government Securities                               5.57             --         --         --        --
       MFS Bond                                                   4.92             --         --         --        --
       MFS Research                                              21.73             --         --         --        --
       MFS Growth with Income                                    20.67             --         --         --        --
       MFS Emerging Growth                                       32.33             --         --         --        --
       MFS / F&C Emerging Markets Equity                        (34.28)            --         --         --        --
       MFS High Income                                           (1.55)            --         --         --        --
       MFS World Governments                                      6.70             --         --         --        --
       Oppenheimer Growth                                        22.33             --         --         --        --
       Oppenheimer Growth & Income                                3.27             --         --         --        --
       Oppenheimer High Income                                   (1.06)            --         --         --        --
       Oppenheimer Bond                                           5.33             --         --         --        --
       Oppenheimer Strategic Bond                                 1.51             --         --         --        --
       Putnam Growth and Income                                  13.83             --         --         --        --
       Putnam New Value                                           4.83             --         --         --        --
       Putnam Vista                                              17.86             --         --         --        --
       Putnam International Growth                               17.07             --         --         --        --
       Putnam International New Opportunities                    14.02             --         --         --        --
       Templeton International                                   (8.55)            --         --         --        --
       Templeton Developing Markets                             (24.48)            --         --         --        --
       Templeton Mutual Shares Investments                       (3.69)            --         --         --        --
       Fidelity VIP Growth                                       30.78             --         --         --        --
       Fidelity VIP II Contrafund                                23.57             --         --         --        --
       Fidelity VIP III Growth Opportunities                     17.42             --         --         --        --
       Fidelity VIP III Growth & Income                          22.03             --         --         --        --
       Fidelity VIP Equity-Income                                 6.27             --         --         --        --
                                                              =========     ========== ========== ========== =========
</TABLE>

     * Sub-account ceased operations on January 8, 1999.
    ** Total returns for sub-accounts that commenced operations during the year
       are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997

(6)    UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return and
expense ratios for each sub-account follows:

                                                                     SEPARATE ACCOUNT EXPENSES
                                                                      TO AVERAGE NET ASSETS**
                                                          ------------------------------------------------
                                                           1998      1997      1996      1995      1994
                                                          --------  --------  --------  --------  --------
<S>                                                          <C>       <C>       <C>       <C>       <C>
       Trust Quality Income*                                 1.40      1.40      1.40      1.40      1.40
       Trust Money Market*                                   1.40      1.40      1.40      1.40      1.40
       Trust High Yield*                                     1.40      1.40      1.40      1.40      1.40
       Trust Stock Index*                                    1.40      1.40      1.40      1.40      1.40
       Trust VKAC Growth and Income*                         1.40      1.40      1.40      1.40      1.40
       Trust Bond Debenture                                  1.40      1.40      1.40        --        --
       Trust Developing Growth                               1.40      1.40        --        --        --
       Trust Large Cap Research                              1.40      1.40        --        --        --
       Trust Mid-Cap Value                                   1.40      1.40        --        --        --
       Trust Quality Bond                                    1.40      1.40      1.40        --        --
       Trust Small Cap Stock                                 1.40      1.40      1.40        --        --
       Trust Large Cap Stock                                 1.40      1.40      1.40        --        --
       Trust Select Equity                                   1.40      1.40      1.40        --        --
       Trust International Equity                            1.40      1.40      1.40        --        --
       Trust Balanced                                        1.40      1.40        --        --        --
       Trust Small Cap Equity                                1.40      1.40        --        --        --
       Trust Equity Income                                   1.40      1.40        --        --        --
       Trust Growth and Income Equity                        1.40      1.40        --        --        --
       Lord Abbett Growth and Income*                        1.40      1.40      1.40      1.40      1.40
       GACC Money Market                                     1.40      1.40      1.40        --        --
       Russell Multi-Style Equity                            1.40        --        --        --        --
       Russell Aggressive Equity                             1.40        --        --        --        --
       Russell Non-US                                        1.40        --        --        --        --
       Russell Core Bond                                     1.40        --        --        --        --
       AIM Value                                             1.40        --        --        --        --
       AIM Capital Appreciation                              1.40        --        --        --        --
       AIM International Equity                              1.40        --        --        --        --
       Alliance Premier Growth                               1.40        --        --        --        --
       Alliance Real Estate Investment                       1.40        --        --        --        --
       Liberty Newport Tiger                                 1.40        --        --        --        --
       Goldman Sachs Growth and Income                       1.40        --        --        --        --
       Goldman Sachs International Equity                    1.40        --        --        --        --
       Goldman Sachs Global Income                           1.40        --        --        --        --
       Kemper Dreman High Return Equity                      1.40        --        --        --        --
       Kemper Small Cap Growth                               1.40        --        --        --        --
       Kemper Small Cap Value                                1.40        --        --        --        --
       Kemper Government Securities                          1.40        --        --        --        --
       MFS Bond                                              1.40        --        --        --        --
       MFS Research                                          1.40        --        --        --        --
       MFS Growth with Income                                1.40        --        --        --        --
       MFS Emerging Growth                                   1.40        --        --        --        --
       MFS / F&C Emerging Markets Equity                     1.40        --        --        --        --
       MFS High Income                                       1.40        --        --        --        --
       MFS World Governments                                 1.40        --        --        --        --
       Oppenheimer Growth                                    1.40        --        --        --        --
       Oppenheimer Growth & Income                           1.40        --        --        --        --
       Oppenheimer High Income                               1.40        --        --        --        --
       Oppenheimer Bond                                      1.40        --        --        --        --
       Oppenheimer Strategic Bond                            1.40        --        --        --        --
       Putnam Growth and Income                              1.40        --        --        --        --
       Putnam New Value                                      1.40        --        --        --        --
       Putnam Vista                                          1.40        --        --        --        --
       Putnam International Growth                           1.40        --        --        --        --
       Putnam International New Opportunities                1.40        --        --        --        --
       Templeton International                               1.40        --        --        --        --
       Templeton Developing Markets                          1.40        --        --        --        --
       Templeton Mutual Shares Investments                   1.40        --        --        --        --
       Fidelity VIP Growth                                   1.40        --        --        --        --
       Fidelity VIP II Contrafund                            1.40        --        --        --        --
       Fidelity VIP III Growth Opportunities                 1.40        --        --        --        --
       Fidelity VIP III Growth & Income                      1.40        --        --        --        --
       Fidelity VIP Equity-Income                            1.40        --        --        --        --
                                                          ========  ========  ========  ========  ========
</TABLE>

     * Sub-account ceased operations on January 8, 1999.
    ** Total returns for sub-accounts that commenced operations during the year
       are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.

<TABLE>
<CAPTION>
                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




(7)    REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION

       The table below summarizes the realized gain (loss) on the sale of fund
       shares and the change in unrealized appreciation for each sub-account
       during the year.

                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)
<S>                                                                      <C>                   <C>
       Realized gain (loss) on sale of fund shares:
          Trust Quality Income:
            Aggregate proceeds from sales of fund shares                 $        13,031         33,851
            Aggregate cost of fund shares redeemed                                12,576         33,348
                                                                           --------------  -------------

               Realized gain (loss)                                      $           455            503
                                                                           ==============  =============

          Trust Money Market:
            Aggregate proceeds from sales of fund shares                 $        14,519         63,852
            Aggregate cost of fund shares redeemed                                14,519         63,852
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Trust High Yield:
            Aggregate proceeds from sales of fund shares                 $         6,314         27,472
            Aggregate cost of fund shares redeemed                                 6,179         26,637
                                                                           --------------  -------------

               Realized gain (loss)                                      $           135            835
                                                                           ==============  =============

          Trust Stock Index:
            Aggregate proceeds from sales of fund shares                 $        23,196         55,951
            Aggregate cost of fund shares redeemed                                17,093         40,242
                                                                           --------------  -------------

               Realized gain (loss)                                      $         6,103         15,709
                                                                           ==============  =============

          Trust VKAC Growth and Income:
            Aggregate proceeds from sales of fund shares                 $         6,244          4,135
            Aggregate cost of fund shares redeemed                                 4,804          3,229
                                                                           --------------  -------------

               Realized gain (loss)                                      $         1,440            906
                                                                           ==============  =============


          Trust Bond Debenture:
            Aggregate proceeds from sales of fund shares                 $         9,489            646
            Aggregate cost of fund shares redeemed                                 9,470            619
                                                                           --------------  -------------

               Realized gain (loss)                                      $            19             27
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Trust Developing Growth:
            Aggregate proceeds from sales of fund shares                 $           138             --
            Aggregate cost of fund shares redeemed                                   152             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (14)            --
                                                                           ==============  =============

          Trust Large Cap Research:
            Aggregate proceeds from sales of fund shares                 $           161              1
            Aggregate cost of fund shares redeemed                                   156              1
                                                                           --------------  -------------

               Realized gain (loss)                                      $             5             --
                                                                           ==============  =============

          Trust Mid-Cap Value:
            Aggregate proceeds from sales of fund shares                 $            82             --
            Aggregate cost of fund shares redeemed                                    85             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============

          Trust Quality Bond:
            Aggregate proceeds from sales of fund shares                 $         1,335          3,837
            Aggregate cost of fund shares redeemed                                 1,299          3,786
                                                                           --------------  -------------

               Realized gain (loss)                                      $            36             51
                                                                           ==============  =============

          Trust Small Cap Stock:
            Aggregate proceeds from sales of fund shares                 $         3,113            513
            Aggregate cost of fund shares redeemed                                 3,238            467
                                                                           --------------  -------------

               Realized gain (loss)                                      $          (125)            46
                                                                           ==============  =============

          Trust Large Cap Stock:
            Aggregate proceeds from sales of fund shares                 $           147          7,686
            Aggregate cost of fund shares redeemed                                   131          6,018
                                                                           --------------  -------------

               Realized gain (loss)                                      $            16          1,668
                                                                           ==============  =============

          Trust Select Equity:
            Aggregate proceeds from sales of fund shares                 $         1,485            305
            Aggregate cost of fund shares redeemed                                 1,275            275
                                                                           --------------  -------------

               Realized gain (loss)                                      $           210             30
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Trust International Equity:
            Aggregate proceeds from sales of fund shares                 $         4,919            616
            Aggregate cost of fund shares redeemed                                 4,609            601
                                                                           --------------  -------------

               Realized gain (loss)                                      $           310             15
                                                                           ==============  =============

          Trust Balanced:
            Aggregate proceeds from sales of fund shares                 $            30             38
            Aggregate cost of fund shares redeemed                                    31             37
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (1)             1
                                                                           ==============  =============

          Trust Small Cap Equity:
            Aggregate proceeds from sales of fund shares                 $            39              2
            Aggregate cost of fund shares redeemed                                    42              2
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============

          Trust Equity Income:
            Aggregate proceeds from sales of fund shares                 $            75              3
            Aggregate cost of fund shares redeemed                                    75              3
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Trust Growth and Income Equity:
            Aggregate proceeds from sales of fund shares                 $           211             34
            Aggregate cost of fund shares redeemed                                   204             33
                                                                           --------------  -------------

               Realized gain (loss)                                      $             7              1
                                                                           ==============  =============

          Lord Abbett Growth and Income:
            Aggregate proceeds from sales of fund shares                 $        12,298          3,701
            Aggregate cost of fund shares redeemed                                10,217          2,859
                                                                           --------------  -------------

               Realized gain (loss)                                      $         2,081            842
                                                                           ==============  =============

          GACC Money Market:
            Aggregate proceeds from sales of fund shares                 $        37,059          2,883
            Aggregate cost of fund shares redeemed                                36,623          2,828
                                                                           --------------  -------------

               Realized gain (loss)                                      $           436             55
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                            (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Russell Multi-Style Equity:
            Aggregate proceeds from sales of fund shares                 $            62             --
            Aggregate cost of fund shares redeemed                                    61             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $             1             --
                                                                           ==============  =============

          Russell Aggressive Equity:
            Aggregate proceeds from sales of fund shares                 $           203             --
            Aggregate cost of fund shares redeemed                                   247             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (44)            --
                                                                           ==============  =============

          Russell Non-US:
            Aggregate proceeds from sales of fund shares                 $            92             --
            Aggregate cost of fund shares redeemed                                    90             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $             2             --
                                                                           ==============  =============

          Russell Core Bond:
            Aggregate proceeds from sales of fund shares                 $           523             --
            Aggregate cost of fund shares redeemed                                   522             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $             1             --
                                                                           ==============  =============

          AIM Value:
            Aggregate proceeds from sales of fund shares                 $           253             --
            Aggregate cost of fund shares redeemed                                   263             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (10)            --
                                                                           ==============  =============

          AIM Capital Appreciation:
            Aggregate proceeds from sales of fund shares                 $            72             --
            Aggregate cost of fund shares redeemed                                    75             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============

          AIM International Equity:
            Aggregate proceeds from sales of fund shares                 $         8,246             --
            Aggregate cost of fund shares redeemed                                 8,249             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Alliance Premier Growth:
            Aggregate proceeds from sales of fund shares                 $            54             --
            Aggregate cost of fund shares redeemed                                    58             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (4)            --
                                                                           ==============  =============

          Alliance Real Estate:
            Aggregate proceeds from sales of fund shares                 $            28             --
            Aggregate cost of fund shares redeemed                                    30             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (2)            --
                                                                           ==============  =============

          Liberty Newport Tiger:
            Aggregate proceeds from sales of fund shares                 $           416             --
            Aggregate cost of fund shares redeemed                                   446             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (30)            --
                                                                           ==============  =============

          Goldman Sachs Growth and Income:
            Aggregate proceeds from sales of fund shares                 $           126             --
            Aggregate cost of fund shares redeemed                                   138             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (12)            --
                                                                           ==============  =============

          Goldman Sachs International:
            Aggregate proceeds from sales of fund shares                 $            29             --
            Aggregate cost of fund shares redeemed                                    29             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Goldman Sachs Global Income:
            Aggregate proceeds from sales of fund shares                 $            17             --
            Aggregate cost of fund shares redeemed                                    16             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $             1             --
                                                                           ==============  =============

          Kemper Dreman High Return Equity:
            Aggregate proceeds from sales of fund shares                 $            --             --
            Aggregate cost of fund shares redeemed                                    --             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                            (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Kemper Small Cap Growth:
            Aggregate proceeds from sales of fund shares                 $         1,008             --
            Aggregate cost of fund shares redeemed                                 1,035             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (27)            --
                                                                           ==============  =============

          Kemper Small Cap Value:
            Aggregate proceeds from sales of fund shares                 $            21             --
            Aggregate cost of fund shares redeemed                                    25             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (4)            --
                                                                           ==============  =============

          Kemper Government Securities:
            Aggregate proceeds from sales of fund shares                 $            17             --
            Aggregate cost of fund shares redeemed                                    17             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          MFS Bond:
            Aggregate proceeds from sales of fund shares                 $            --             --
            Aggregate cost of fund shares redeemed                                    --             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          MFS Research:
            Aggregate proceeds from sales of fund shares                 $           120             --
            Aggregate cost of fund shares redeemed                                   122             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (2)            --
                                                                           ==============  =============

          MFS Growth with Income:
            Aggregate proceeds from sales of fund shares                 $            28             --
            Aggregate cost of fund shares redeemed                                    28             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          MFS Emerging Growth:
            Aggregate proceeds from sales of fund shares                 $           129             --
            Aggregate cost of fund shares redeemed                                   140             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (11)            --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued: MFS / F&C
          Emerging Markets Equity:
            Aggregate proceeds from sales of fund shares                 $         1,059             --
            Aggregate cost of fund shares redeemed                                 1,156             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (97)            --
                                                                           ==============  =============

          MFS High Income:
            Aggregate proceeds from sales of fund shares                 $            61             --
            Aggregate cost of fund shares redeemed                                    63             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (2)            --
                                                                           ==============  =============

          MFS World Governments:
            Aggregate proceeds from sales of fund shares                 $            --             --
            Aggregate cost of fund shares redeemed                                    --             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Oppenheimer Growth:
            Aggregate proceeds from sales of fund shares                 $           187             --
            Aggregate cost of fund shares redeemed                                   188             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (1)            --
                                                                           ==============  =============

          Oppenheimer Growth & Income:
            Aggregate proceeds from sales of fund shares                 $           326             --
            Aggregate cost of fund shares redeemed                                   363             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (37)            --
                                                                           ==============  =============

          Oppenheimer High Income:
            Aggregate proceeds from sales of fund shares                 $            31             --
            Aggregate cost of fund shares redeemed                                    32             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (1)            --
                                                                           ==============  =============

          Oppenheimer Bond:
            Aggregate proceeds from sales of fund shares                 $            49             --
            Aggregate cost of fund shares redeemed                                    49             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Oppenheimer Strategic Bond:
            Aggregate proceeds from sales of fund shares                 $             3             --
            Aggregate cost of fund shares redeemed                                     3             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Putnam Growth and Income:
            Aggregate proceeds from sales of fund shares                 $           294             --
            Aggregate cost of fund shares redeemed                                   302             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (8)            --
                                                                           ==============  =============

          Putnam New Value:
            Aggregate proceeds from sales of fund shares                 $             3             --
            Aggregate cost of fund shares redeemed                                     3             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Putnam Vista:
            Aggregate proceeds from sales of fund shares                 $            27             --
            Aggregate cost of fund shares redeemed                                    28             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (1)            --
                                                                           ==============  =============

          Putnam International Growth:
            Aggregate proceeds from sales of fund shares                 $         4,315             --
            Aggregate cost of fund shares redeemed                                 4,354             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $           (39)            --
                                                                           ==============  =============

          Putnam International New Opportunities:
            Aggregate proceeds from sales of fund shares                 $         2,989             --
            Aggregate cost of fund shares redeemed                                 2,965             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            24             --
                                                                           ==============  =============

          Templeton International:
            Aggregate proceeds from sales of fund shares                 $         6,057             --
            Aggregate cost of fund shares redeemed                                 6,049             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $             8             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Realized gain (loss) on sale of fund shares, continued:
          Templeton Developing Markets:
            Aggregate proceeds from sales of fund shares                 $           357             --
            Aggregate cost of fund shares redeemed                                   361             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (4)            --
                                                                           ==============  =============

          Templeton Mutual Shares Investments:
            Aggregate proceeds from sales of fund shares                 $             7             --
            Aggregate cost of fund shares redeemed                                     7             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            --             --
                                                                           ==============  =============

          Fidelity Growth:
            Aggregate proceeds from sales of fund shares                 $            34             --
            Aggregate cost of fund shares redeemed                                    37             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============

          Fidelity Contrafund:
            Aggregate proceeds from sales of fund shares                 $            17             --
            Aggregate cost of fund shares redeemed                                    19             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (2)            --
                                                                           ==============  =============

          Fidelity Growth Opportunities:
            Aggregate proceeds from sales of fund shares                 $            24             --
            Aggregate cost of fund shares redeemed                                    26             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (2)            --
                                                                           ==============  =============

          Fidelity Growth & Income:
            Aggregate proceeds from sales of fund shares                 $            69             --
            Aggregate cost of fund shares redeemed                                    74             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (5)            --
                                                                           ==============  =============

          Fidelity Equity-Income:
            Aggregate proceeds from sales of fund shares                 $            27             --
            Aggregate cost of fund shares redeemed                                    30             --
                                                                           --------------  -------------

               Realized gain (loss)                                      $            (3)            --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Unrealized appreciation (depreciation):
          Trust Quality Income:
            Appreciation (Depreciation), end of period                   $         1,308          1,302
            Appreciation (Depreciation), beginning of period                       1,302            935
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             6            367
                                                                           ==============  =============

          Trust Money Market:
            Appreciation (Depreciation), end of period                   $            --             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            --             --
                                                                           ==============  =============

          Trust High Yield:
            Appreciation (Depreciation), end of period                   $           174            842
            Appreciation (Depreciation), beginning of period                         842            491
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $          (668)           351
                                                                           ==============  =============

          Trust Stock Index:
            Appreciation (Depreciation), end of period                   $        25,838         25,000
            Appreciation (Depreciation), beginning of period                      25,000         20,271
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           838          4,729
                                                                           ==============  =============

          Trust VKAC Growth & Income:
            Appreciation (Depreciation), end of period                   $        11,521         10,887
            Appreciation (Depreciation), beginning of period                      10,887          4,202
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           634          6,685
                                                                           ==============  =============

          Trust Bond Debenture:
            Appreciation (Depreciation), end of period                   $         3,523          1,958
            Appreciation (Depreciation), beginning of period                       1,958            271
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         1,565          1,687
                                                                           ==============  =============

          Trust Developing Growth:
            Appreciation (Depreciation), end of period                   $           890              7
            Appreciation (Depreciation), beginning of period                           7             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           883              7
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Unrealized appreciation (depreciation), continued:
          Trust Large Cap Research:
            Appreciation (Depreciation), end of period                   $         1,284              6
            Appreciation (Depreciation), beginning of period                           6             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         1,278              6
                                                                           ==============  =============

          Trust Mid-Cap Value:
            Appreciation (Depreciation), end of period                   $           160             40
            Appreciation (Depreciation), beginning of period                          40             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           120             40
                                                                           ==============  =============

          Trust Quality Bond:
            Appreciation (Depreciation), end of period                   $         1,598            186
            Appreciation (Depreciation), beginning of period                         186             30
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         1,412            156
                                                                           ==============  =============

          Trust Small Cap Stock:
            Appreciation (Depreciation), end of period                   $           346          6,523
            Appreciation (Depreciation), beginning of period                       6,523            533
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $        (6,177)         5,990
                                                                           ==============  =============

          Trust Large Cap Stock:
            Appreciation (Depreciation), end of period                   $        16,535          2,855
            Appreciation (Depreciation), beginning of period                       2,855          1,531
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $        13,680          1,324
                                                                           ==============  =============

          Trust Select Equity:
            Appreciation (Depreciation), end of period                   $        33,585         13,520
            Appreciation (Depreciation), beginning of period                      13,520          1,210
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $        20,065         12,310
                                                                           ==============  =============

          Trust International Equity:
            Appreciation (Depreciation), end of period                   $         9,278          1,309
            Appreciation (Depreciation), beginning of period                       1,309            796
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         7,969            513
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Unrealized appreciation (depreciation), continued:
          Trust Balanced:
            Appreciation (Depreciation), end of period                   $           173             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           173             --
                                                                           ==============  =============

          Trust Small Cap Equity:
            Appreciation (Depreciation), end of period                   $            34             (5)
            Appreciation (Depreciation), beginning of period                          (5)            --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            39             (5)
                                                                           ==============  =============

          Trust Equity Income:
            Appreciation (Depreciation), end of period                   $            70             21
            Appreciation (Depreciation), beginning of period                          21             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            49             21
                                                                           ==============  =============

          Trust Growth and Income Equity:
            Appreciation (Depreciation), end of period                   $           566             18
            Appreciation (Depreciation), beginning of period                          18             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           548             18
                                                                           ==============  =============

          Lord Abbett Growth and Income:
            Appreciation (Depreciation), end of period                   $       114,453         87,861
            Appreciation (Depreciation), beginning of period                      87,861         46,489
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $        26,592         41,372
                                                                           ==============  =============

          GACC Money Market:
            Appreciation (Depreciation), end of period                   $           231             46
            Appreciation (Depreciation), beginning of period                          46              6
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           185             40
                                                                           ==============  =============

          Russell Multi-Style Equity:
            Appreciation (Depreciation), end of period                   $         3,199             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         3,199             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Unrealized appreciation (depreciation), continued:
          Russell Aggressive Equity:
            Appreciation (Depreciation), end of period                   $            75             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            75             --
                                                                           ==============  =============

          Russell Non-US:
            Appreciation (Depreciation), end of period                   $           412             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           412             --
                                                                           ==============  =============

          Russell Core Bond:
            Appreciation (Depreciation), end of period                   $           268             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           268             --
                                                                           ==============  =============

          AIM Value:
            Appreciation (Depreciation), end of period                   $           668             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           668             --
                                                                           ==============  =============

          AIM Capital Appreciation:
            Appreciation (Depreciation), end of period                   $           164             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           164             --
                                                                           ==============  =============

          AIM International Equity:
            Appreciation (Depreciation), end of period                   $            81             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            81             --
                                                                           ==============  =============

          Alliance Premier Growth:
            Appreciation (Depreciation), end of period                   $         1,522             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $         1,522             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)

       Unrealized appreciation (depreciation), continued:
          Alliance Real Estate Investment:
            Appreciation (Depreciation), end of period                   $          (170)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $          (170)            --
                                                                           ==============  =============

          Liberty Newport Tiger:
            Appreciation (Depreciation), end of period                   $            54             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            54             --
                                                                           ==============  =============

          Goldman Sachs Growth and Income:
            Appreciation (Depreciation), end of period                   $          (207)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $          (207)            --
                                                                           ==============  =============

          Goldman Sachs International:
            Appreciation (Depreciation), end of period                   $            56             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            56             --
                                                                           ==============  =============

          Goldman Sachs Global Income:
            Appreciation (Depreciation), end of period                   $            (1)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            (1)            --
                                                                           ==============  =============

          Kemper Dreman High Return Equity:
            Appreciation (Depreciation), end of period                   $             1             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             1             --
                                                                           ==============  =============

          Kemper Small Cap Growth:
            Appreciation (Depreciation), end of period                   $           107             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           107             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                           (in thousands of dollars)
       Unrealized appreciation (depreciation), continued:
          Kemper Small Cap Value:
            Appreciation (Depreciation), end of period                   $          (155)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $          (155)            --
                                                                           ==============  =============

          Kemper Government Securities:
            Appreciation (Depreciation), end of period                   $             9             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             9             --
                                                                           ==============  =============

          MFS Bond:
            Appreciation (Depreciation), end of period                   $             1             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             1             --
                                                                           ==============  =============

          MFS Research:
            Appreciation (Depreciation), end of period                   $           481             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           481             --
                                                                           ==============  =============

          MFS Growth with Income:
            Appreciation (Depreciation), end of period                   $           574             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           574             --
                                                                           ==============  =============

          MFS Emerging Growth:
            Appreciation (Depreciation), end of period                   $           985             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           985             --
                                                                           ==============  =============

          MFS / F&C Emerging Markets Equity:
            Appreciation (Depreciation), end of period                   $           (94)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           (94)            --
                                                                           ==============  =============

          MFS High Income:
            Appreciation (Depreciation), end of period                   $           (34)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           (34)            --
                                                                           ==============  =============

                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)

       Unrealized appreciation (depreciation), continued:
          MFS World Governments:
            Appreciation (Depreciation), end of period                   $             1             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             1             --
                                                                           ==============  =============

          Oppenheimer Growth:
            Appreciation (Depreciation), end of period                   $           134             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           134             --
                                                                           ==============  =============

          Oppenheimer Growth & Income:
            Appreciation (Depreciation), end of period                   $           (28)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           (28)            --
                                                                           ==============  =============

          Oppenheimer High Income:
            Appreciation (Depreciation), end of period                   $           (15)            --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           (15)            --
                                                                           ==============  =============

          Oppenheimer Bond:
            Appreciation (Depreciation), end of period                   $            95             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            95             --
                                                                           ==============  =============

          Oppenheimer Strategic Bond:
            Appreciation (Depreciation), end of period                   $             3             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             3             --
                                                                           ==============  =============

          Putnam Growth and Income:
            Appreciation (Depreciation), end of period                   $           660             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           660             --
                                                                           ==============  =============




                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                             (in thousands of dollars)
       Unrealized appreciation (depreciation), continued:
          Putnam New Value:
            Appreciation (Depreciation), end of period                   $             6             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $             6             --
                                                                           ==============  =============

          Putnam Vista:
            Appreciation (Depreciation), end of period                   $           173             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           173             --
                                                                           ==============  =============

          Putnam International Growth:
            Appreciation (Depreciation), end of period                   $           353             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $           353             --
                                                                           ==============  =============

          Putnam International New Opportunities:
            Appreciation (Depreciation), end of period                   $            40             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            40             --
                                                                           ==============  =============

          Templeton International:
            Appreciation (Depreciation), end of period                   $            48             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            48             --
                                                                           ==============  =============

          Templeton Developing Markets:
            Appreciation (Depreciation), end of period                   $            44             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            44             --
                                                                           ==============  =============

          Templeton Mutual Shares Investments:
            Appreciation (Depreciation), end of period                   $            32             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            32             --
                                                                           ==============  =============





                                   COVA VARIABLE ANNUITY ACCOUNT ONE

                                     Notes to Financial Statements

                                      December 31, 1998 and 1997




                                                                               1998            1997
                                                                           --------------  -------------
                                                                              (in thousands of dollars)
       Unrealized appreciation (depreciation), continued:
          Fidelity Growth:
            Appreciation (Depreciation), end of period                   $            12             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            12             --
                                                                           ==============  =============

          Fidelity Contrafund:
            Appreciation (Depreciation), end of period                   $            48             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            48             --
                                                                           ==============  =============

          Fidelity Growth Opportunities:
            Appreciation (Depreciation), end of period                   $            13             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            13             --
                                                                           ==============  =============

          Fidelity Growth & Income:
            Appreciation (Depreciation), end of period                   $            94             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            94             --
                                                                           ==============  =============

          Fidelity Equity-Income:
            Appreciation (Depreciation), end of period                   $            17             --
            Appreciation (Depreciation), beginning of period                          --             --
                                                                           --------------  -------------

               Unrealized appreciation (depreciation)                    $            17             --
                                                                           ==============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


(8)     UNIT TRANSACTIONS

        The change in the number of units is as follows:

                                                                               TRUST
                                     -------------------------------------------------------------------------------------
                                                                                               VKAC
                                       Quality        Money        High        Stock        Growth and          Bond
                                        Income       Market       Yield        Index          Income         Debenture
                                     -------------  ------------ -----------  ----------- ---------------- ---------------
<S>                                     <C>             <C>       <C>          <C>              <C>             <C>
Accumulation phase:
   Unit balance at 12/31/96             3,334,960     2,584,926   2,001,184    4,680,855        1,905,896         659,663
     Cova units purchased                      --            --          --           --               --              --
     Cova units redeemed                       --            --          --           --               --              --
     Contract units purchased              33,059     3,712,455      36,057      125,947          130,796         715,126
     Contract units transferred, net      186,523    (3,871,127)   (492,448)    (604,754)         262,932       2,650,173
     Contract units redeemed             (623,489)     (683,810)   (135,503)    (654,828)        (101,374)        (79,865)
                                     -------------  ------------ -----------  ----------- ---------------- ---------------

   Unit balance at 12/31/97             2,931,053     1,742,444   1,409,290    3,547,220        2,198,250       3,945,097
     Cova units purchased                      --            --          --           --               --              --
     Cova units redeemed                       --            --          --           --               --              --
     Contract units purchased               1,214           491       1,763        2,532            1,131       1,632,919
     Contract units transferred, net     (196,389)     (799,477)    (59,692)     159,577           54,353       2,939,109
     Contract units redeemed             (512,199)     (333,892)   (146,202)    (616,360)        (152,515)       (332,231)
                                     -------------  ------------ -----------  ----------- ---------------- ---------------

   Unit balance at 12/31/98             2,223,679       609,566   1,205,159    3,092,969        2,101,219       8,184,894
                                     =============  ============ ===========  =========== ================ ===============

Annuitization phase:
   Unit balance at 12/31/96                    --            --          --           --               --              --
     Units purchased                        8,913         4,793       2,641        4,293            1,875              --
     Units redeemed                          (844)         (231)       (412)        (196)             (72)             --
                                     -------------  ------------ -----------  ----------- ---------------- ---------------

   Unit balance at 12/31/97                 8,069         4,562       2,229        4,097            1,803              --
     Units purchased                           --            --         798           --              798             272
     Units redeemed                        (1,686)         (901)       (523)        (608)            (196)             (8)
                                     -------------  ------------ -----------  ----------- ---------------- ---------------

   Unit balance at 12/31/98                 6,383         3,661       2,504        3,489            2,405             264
                                     =============  ============ ===========  =========== ================ ===============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997

(8)     UNIT TRANSACTIONS

        The change in the number of units is as follows:

                                                                            Trust
                                            ----------------------------------------------------------------------
                                              Developing         Large Cap         Mid-Cap          Quality
                                                Growth            Research          Value            Bond
                                            ----------------    -------------    -------------    ------------
<S>                                              <C>               <C>              <C>             <C>
Accumulation phase:
   Unit balance at 12/31/96                             --                --               --         508,830
     Cova units purchased                           10,000            10,000           10,000              --
     Cova units redeemed                                --                --               --        (205,846)
     Contract units purchased                       47,968            36,718           45,300         256,670
     Contract units transferred, net                91,012            78,115          141,816         940,454
     Contract units redeemed                          (322)             (274)          (2,730)        (67,027)
                                            ----------------    -------------    -------------    ------------

   Unit balance at 12/31/97                        148,658           124,559          194,386       1,433,081
     Cova units purchased                               --                --               --              --
     Cova units redeemed                           (10,000)          (10,000)         (10,000)             --
     Contract units purchased                      596,000           569,392          755,701         833,031
     Contract units transferred, net               630,230           437,664          736,868       1,236,444
     Contract units redeemed                       (22,687)          (26,695)         (34,402)       (179,213)
                                            ----------------    -------------    -------------    ------------

   Unit balance at 12/31/98                      1,342,201         1,094,920        1,642,553       3,323,343
                                            ================    =============    =============    ============

Annuitization phase:
   Unit balance at 12/31/96                             --                --               --              --
     Units purchased                                    --                --               --              --
     Units redeemed                                     --                --               --              --
                                            ----------------    -------------    -------------    ------------

   Unit balance at 12/31/97                             --                --               --              --
     Units purchased                                    --             2,090               --           3,947
     Units redeemed                                     --              (266)              --            (109)
                                            ----------------    -------------    -------------    ------------

   Unit balance at 12/31/98                             --             1,824               --           3,838
                                            ================    =============    =============    ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


(8)     UNIT TRANSACTIONS

        The change in the number of units is as follows:

                                                                             Trust
                                            ---------------------------------------------------------------------------
                                                 Small Cap         Large Cap          Select            International
                                                   Stock             Stock            Equity              Equity
                                               --------------    --------------    --------------    ------------------
<S>                                                <C>               <C>              <C>                 <C>
Accumulation phase:
   Unit balance at 12/31/96                        1,237,405         1,389,606         2,044,523          1,306,892
     Cova units purchased                                 --                --                --                 --
     Cova units redeemed                                  --        (1,132,414)               --                 --
     Contract units purchased                        786,201           538,054         1,538,506            974,793
     Contract units transferred, net               2,007,064           715,241         3,437,076          3,266,860
     Contract units redeemed                         (90,427)          (36,558)         (116,499)          (107,953)
                                               --------------    --------------    --------------    ------------------

   Unit balance at 12/31/97                        3,940,243         1,473,929         6,903,606          5,440,592
     Cova units purchased                                 --                --                --                 --
     Cova units redeemed                                  --                --                --                 --
     Contract units purchased                        619,802         1,118,109         1,382,912            651,488
     Contract units transferred, net               1,172,828         1,713,122         2,562,725          1,460,450
     Contract units redeemed                        (200,263)         (127,125)         (304,425)          (243,205)
                                               --------------    --------------    --------------    ------------------

   Unit balance at 12/31/98                        5,532,610         4,178,035        10,544,818          7,309,325
                                               ==============    ==============    ==============    ==================

Annuitization phase:
   Unit balance at 12/31/96                               --                --                --                 --
     Units purchased                                     804             3,384             3,617                822
     Units redeemed                                      (31)             (356)             (380)               (32)
                                               --------------    --------------    --------------    ------------------

   Unit balance at 12/31/97                              773             3,028             3,237                790
     Units purchased                                   1,944             9,187             9,682              2,208
     Units redeemed                                     (162)           (1,259)           (1,203)              (173)
                                               --------------    --------------    --------------    ------------------

   Unit balance at 12/31/98                            2,555            10,956            11,716              2,825
                                               ==============    ==============    ==============    ==================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


                                                                  TRUST                             LORD ABBETT           GACC
                                        ------------------------------------------------------    ---------------    --------------
                                                                                   Growth and         Growth
                                                         Small Cap     Equity      Income              and               Money
                                         Balanced        Equity        Income      Equity             Income            Market
                                        ------------  -------------  -----------  ------------   ------------------  --------------
<S>                                         <C>            <C>           <C>        <C>                <C>              <C>
Accumulation phase:
   Unit balance at 12/31/96                      --            --            --          --           11,732,301            34,964
     Cova units purchased                       100           100           100         100                   --                --
     Cova units redeemed                       (100)         (100)         (100)       (100)                  --                --
     Contract units purchased                17,711        10,694        17,814      46,324            1,642,859           509,800
     Contract units transferred, net         22,818        15,454        31,967      79,433            3,230,021          (204,185)
     Contract units redeemed                 (2,450)           --           (56)     (4,084)            (816,777)          (29,528)
                                        ------------  -------------  -----------  ------------   ------------------  --------------

   Unit balance at 12/31/97                  38,079        26,148        49,725     121,673           15,788,404           311,051
     Cova units purchased                        --            --            --          --                   --                --
     Cova units redeemed                         --            --            --          --                   --                --
     Contract units purchased               128,875        44,062       157,967     269,879            1,737,150         3,293,174
     Contract units transferred, net        124,051        61,306        83,645     260,136            3,166,896        (1,834,605)
     Contract units redeemed                 (4,494)       (1,880)       (4,384)     (9,899)          (1,222,057)         (295,883)
                                        ------------  -------------  -----------  ------------   ------------------  --------------

   Unit balance at 12/31/98                 286,511       129,636       286,953     641,789           19,470,393         1,473,737
                                        ============  =============  ===========  ============   ==================  ==============

Annuitization phase:
   Unit balance at 12/31/96                      --            --            --          --                   --                --
     Units purchased                             --            --            --          --               28,068                --
     Units redeemed                              --            --            --          --               (2,022)               --
                                        ------------  -------------  -----------  ------------   ------------------  --------------

   Unit balance at 12/31/97                      --            --            --          --               26,046                --
     Units purchased                             --            --            --          --               10,428             9,003
     Units redeemed                              --            --            --          --               (3,208)             (128)
                                        ------------  -------------  -----------  ------------   ------------------  --------------

   Unit balance at 12/31/98                      --            --            --          --               33,266             8,875
                                        ============  =============  ===========  ============   ==================  ==============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


                                                                   RUSSELL                                  AIM
                                        --------------------------------------------------------------  -------------
                                         Multi-Style         Aggressive                      Core
                                            Equity            Equity          Non-US         Bond         Value
                                        ---------------  -----------------  -----------  -------------  -----------
<S>                                         <C>                 <C>            <C>          <C>            <C>
Accumulation phase:
   Unit balance at 12/31/96                        --                --             --             --           --
     Cova units purchased                          --                --             --             --           --
     Cova units redeemed                           --                --             --             --           --
     Contract units purchased                      --                --             --             --           --
     Contract units transferred, net               --                --             --             --           --
     Contract units redeemed                       --                --             --             --           --
                                        ---------------  -----------------  -----------  -------------  -----------

   Unit balance at 12/31/97                        --                --             --             --           --
     Cova units purchased                          10                10             10             10           10
     Cova units redeemed                          (10)              (10)           (10)           (10)         (10)
     Contract units purchased               1,960,886           438,734        773,431      1,318,370      365,254
     Contract units transferred, net          416,532           107,823        180,088        360,854      177,976
     Contract units redeemed                  (48,988)          (10,279)       (27,727)       (69,373)     (21,340)
                                        ---------------  -----------------  -----------  -------------  -----------

   Unit balance at 12/31/98                 2,328,430           536,278        925,792      1,609,851      521,890
                                        ===============  =================  ===========  =============  ===========

Annuitization phase:
   Unit balance at 12/31/96                        --                --             --             --           --
     Units purchased                               --                --             --             --           --
     Units redeemed                                --                --             --             --           --
                                        ---------------  -----------------  -----------  -------------  -----------

   Unit balance at 12/31/97                        --                --             --             --           --
     Units purchased                               --                --             --             --           --
     Units redeemed                                --                --             --             --           --
                                        ---------------  -----------------  -----------  -------------  -----------

   Unit balance at 12/31/98                         --               --             --             --           --
                                        ===============  =================  ===========  =============  ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997




                                                     AIM                                    ALLIANCE
                                        -------------------------------------  -----------------------------
                                              Capital           International    Premier       Real Estate
                                          Appreciation           Equity          Growth         Investment
                                          ----------------  -----------------  ------------ ----------------
<S>                                             <C>               <C>              <C>           <C>
Accumulation phase:
   Unit balance at 12/31/96                          --                --               --            --
     Cova units purchased                            --                --               --            --
     Cova units redeemed                             --                --               --            --
     Contract units purchased                        --                --               --            --
     Contract units transferred, net                 --                --               --            --
     Contract units redeemed                         --                --               --            --
                                          ----------------  -----------------  ------------ ----------------

   Unit balance at 12/31/97                          --                --               --            --
     Cova units purchased                            10                10               10            10
     Cova units redeemed                            (10)              (10)             (10)          (10)
     Contract units purchased                   134,252           148,215          523,722       136,005
     Contract units transferred, net             57,235            57,321          149,553        58,393
     Contract units redeemed                     (7,999)           (1,464)          (5,421)       (2,987)
                                          ----------------  -----------------  ------------ ----------------

   Unit balance at 12/31/98                     183,488           204,072          667,854       191,411
                                          ================  =================  ============ ================

Annuitization phase:
   Unit balance at 12/31/96                          --                --               --            --
     Units purchased                                 --                --               --            --
     Units redeemed                                  --                --               --            --
                                          ----------------  -----------------  ------------ ----------------

   Unit balance at 12/31/97                          --                --               --            --
     Units purchased                                 --                --               --            --
     Units redeemed                                  --                --               --            --
                                          ----------------  -----------------  ------------ ----------------

   Unit balance at 12/31/98                           --                 --                --             --
                                          ================  =================  ============ ================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997



                                             LIBERTY                           GOLDMAN SACHS                        KEMPER
                                          ------------   ----------------------------------------------------  ------------------
                                                                Growth
                                            Newport              and                                Global          Dreman High
                                             Tiger              Income            International     Income          Return Equity
                                           -----------   ------------------   -------------------------------  ------------------
<S>                                            <C>               <C>                 <C>              <C>              <C>
Accumulation phase:
   Unit balance at 12/31/96                        --                 --                 --               --              --
     Cova units purchased                          --                 --                 --               --              --
     Cova units redeemed                           --                 --                 --               --              --
     Contract units purchased                      --                 --                 --               --              --
     Contract units transferred, net               --                 --                 --               --              --
     Contract units redeemed                       --                 --                 --               --              --
                                           -----------   ------------------   ------------------  -----------  ------------------

   Unit balance at 12/31/97                        --                 --                 --               --              --
     Cova units purchased                          10                 10                 10               10              10
     Cova units redeemed                          (10)               (10)               (10)             (10)             --
     Contract units purchased                  18,873            298,119             89,807           12,114              --
     Contract units transferred, net           13,289            178,567             23,575            8,062           9,213
     Contract units redeemed                     (226)            (9,011)              (558)          (1,343)             --
                                           -----------   ------------------   ------------------  -----------  ------------------

   Unit balance at 12/31/98                    31,936            467,675            112,824           18,833           9,223
                                           ===========   ==================   ==================  ===========  ==================

Annuitization phase:
   Unit balance at 12/31/96                        --                 --                 --               --              --
     Units purchased                               --                 --                 --               --              --
     Units redeemed                                --                 --                 --               --              --
                                           -----------   ------------------   ------------------  -----------  ------------------

   Unit balance at 12/31/97                        --                 --                 --               --              --
     Units purchased                               --                 --                 --               --              --
     Units redeemed                                --                 --                 --               --              --
                                           -----------   ------------------   ------------------  -----------  ------------------

   Unit balance at 12/31/98                         --                  --                  --                --               --
                                           ===========   ==================   ==================  ===========  ==================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997



                                                                             KEMPER                             MFS
                                                -------------------------------------------------   -----------------------------
                                                 Small Cap        Small Cap           Government
                                                   Growth           Value            Securities       Bond        Research
                                                -------------    -------------   ----------------   ----------   ------------
<S>                                                   <C>              <C>             <C>             <C>           <C>
Accumulation phase:
   Unit balance at 12/31/96                               --               --              --              --             --
     Cova units purchased                                 --               --              --              --             --
     Cova units redeemed                                  --               --              --              --             --
     Contract units purchased                             --               --              --              --             --
     Contract units transferred, net                      --               --              --              --             --
     Contract units redeemed                              --               --              --              --             --
                                                -------------    -------------   ----------------   ----------   ------------

   Unit balance at 12/31/97                               --               --              --              --             --
     Cova units purchased                                 10               10              10              10             10
     Cova units redeemed                                 (10)             (10)            (10)             --            (10)
     Contract units purchased                         61,682          178,532          48,334             245        337,107
     Contract units transferred, net                  15,201           69,892          11,575          16,283        137,437
     Contract units redeemed                            (391)          (3,332)           (197)             --         (9,758)
                                                -------------    -------------   ----------------   ----------   ------------

   Unit balance at 12/31/98                           76,492          245,092          59,712          16,538        464,786
                                                =============    =============   ================   ==========   ============

Annuitization phase:
   Unit balance at 12/31/96                               --               --              --              --             --
     Units purchased                                      --               --              --              --             --
     Units redeemed                                       --               --              --              --             --
                                                -------------    -------------   ----------------   ----------   ------------

   Unit balance at 12/31/97                               --               --              --              --             --
     Units purchased                                      --               --              --              --             --
     Units redeemed                                       --               --              --              --             --
                                                -------------    -------------   ----------------   ----------   ------------

   Unit balance at 12/31/98                               --               --              --              --             --
                                                =============    =============   ================   ==========   ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997



                                                                            MFS
                                                -----------------------------------------------------------
                                                                                    F&C
                                                  Growth                         Emerging
                                                   with         Emerging          Markets          High
                                                  Income         Growth           Equity          Income
                                                -----------   --------------   --------------   -----------
<S>                                                <C>              <C>               <C>          <C>
Accumulation phase:
   Unit balance at 12/31/96                             --               --               --            --
     Cova units purchased                               --               --               --            --
     Cova units redeemed                                --               --               --            --
     Contract units purchased                           --               --               --            --
     Contract units transferred, net                    --               --               --            --
     Contract units redeemed                            --               --               --            --
                                                -----------   --------------   --------------   -----------

   Unit balance at 12/31/97                             --               --               --            --
     Cova units purchased                               10               10               10            10
     Cova units redeemed                               (10)             (10)             (10)          (10)
     Contract units purchased                      416,517          438,345           45,159       164,144
     Contract units transferred, net               171,689          106,215           28,739        57,879
     Contract units redeemed                        (6,772)          (4,901)            (727)       (2,814)
                                                -----------   --------------   --------------   -----------

   Unit balance at 12/31/98                        581,434          539,659           73,171       219,209
                                                ===========   ==============   ==============   ===========

Annuitization phase:
   Unit balance at 12/31/96                             --               --               --            --
     Units purchased                                    --               --               --            --
     Units redeemed                                     --               --               --            --
                                                -----------   --------------   --------------   -----------

   Unit balance at 12/31/97                             --               --               --            --
     Units purchased                                    --               --               --            --
     Units redeemed                                     --               --               --            --
                                                -----------   --------------   --------------   -----------

   Unit balance at 12/31/98                             --               --               --            --
                                                ===========   ==============   ==============   ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997



                                            MFS                                Oppenheimer                              Putnam
                                      -------------  --------------------------------------------------------------  -------------
                                                                   Growth                                               Growth
                                           World                    and          High                    Strategic       and
                                        Governments   Growth       Income       Income        Bond         Bond         Income
                                      -------------  ----------  -----------  -----------  -----------  -----------  -------------
<S>                                          <C>        <C>         <C>           <C>         <C>          <C>          <C>
Accumulation phase:
   Unit balance at 12/31/96                     --          --           --           --           --           --             --
     Cova units purchased                       --          --           --           --           --           --             --
     Cova units redeemed                        --          --           --           --           --           --             --
     Contract units purchased                   --          --           --           --           --           --             --
     Contract units transferred, net            --          --           --           --           --           --             --
     Contract units redeemed                    --          --           --           --           --           --             --
                                      -------------  ----------  -----------  -----------  -----------  -----------  -------------

   Unit balance at 12/31/97                     --          --           --           --           --           --             --
     Cova units purchased                       10          10           10           10           10           10             10
     Cova units redeemed                        --         (10)         (10)         (10)         (10)         (10)           (10)
     Contract units purchased                  423      83,004      211,120       51,949      320,045       71,817        820,015
     Contract units transferred, net         1,674      19,949       78,591       27,811       86,123       36,774        304,805
     Contract units redeemed                   (25)     (5,792)      (4,881)      (1,247)      (4,178)        (722)        (9,152)
                                      -------------  ----------  -----------  -----------  -----------  -----------  -------------

   Unit balance at 12/31/98                  2,082      97,161      284,830       78,513      401,990      107,869      1,115,668
                                      =============  ==========  ===========  ===========  ===========  ===========  =============

Annuitization phase:
   Unit balance at 12/31/96                     --          --           --           --           --           --             --
     Units purchased                            --          --           --           --           --           --             --
     Units redeemed                             --          --           --           --           --           --             --
                                          ---------  ----------  -----------  -----------  -----------  -----------  -------------

   Unit balance at 12/31/97                     --          --           --           --           --           --             --
     Units purchased                            --          --           --           --           --           --             --
     Units redeemed                             --          --           --           --           --           --             --
                                      -------------  ----------  -----------  -----------  -----------  -----------  -------------

   Unit balance at 12/31/98                     --          --           --           --           --           --             --
                                      =============  ==========  ===========  ===========  ===========  ===========  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


                                                                                  Putnam
                                               ----------------------------------------------------------------------
                                                                                                     International
                                                  New                             International           New
                                                 Value          Vista             Growth             Opportunities
                                               -----------    -----------   --------------------   ------------------
<S>                                                <C>            <C>               <C>                    <C>
Accumulation phase:
   Unit balance at 12/31/96                            --             --                 --                    --
     Cova units purchased                              --             --                 --                    --
     Cova units redeemed                               --             --                 --                    --
     Contract units purchased                          --             --                 --                    --
     Contract units transferred, net                   --             --                 --                    --
     Contract units redeemed                           --             --                 --                    --
                                               -----------    -----------   --------------------   ------------------

   Unit balance at 12/31/97                            --             --                 --                    --
     Cova units purchased                              10             10                 10                    10
     Cova units redeemed                              (10)           (10)               (10)                  (10)
     Contract units purchased                      16,925        116,318            394,877                38,270
     Contract units transferred, net               25,293         36,195            141,372                14,803
     Contract units redeemed                         (127)        (1,108)            (6,194)                 (264)
                                               -----------    -----------   --------------------   ------------------

   Unit balance at 12/31/98                        42,091        151,405            530,055                52,809
                                               ===========    ===========   ====================   ==================

Annuitization phase:
   Unit balance at 12/31/96                            --             --                 --                    --
     Units purchased                                   --             --                 --                    --
     Units redeemed                                    --             --                 --                    --
                                               -----------    -----------   --------------------   ------------------

   Unit balance at 12/31/97                            --             --                 --                    --
     Units purchased                                   --             --                 --                    --
     Units redeemed                                    --             --                 --                    --
                                               -----------    -----------   --------------------   ------------------

   Unit balance at 12/31/98                             --              --                  --                     --
                                               ===========    ===========   ====================   ==================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997


                                                                         TEMPLETON                            FIDELITY
                                                   -------------------------------------------------------    ----------
                                                                                              Mutual
                                                                           Developing         Shares
                                                     International         Markets          Investments       Growth
                                                   -----------------    --------------   -----------------    ----------
<S>                                                      <C>                 <C>               <C>                <C>
Accumulation phase:
   Unit balance at 12/31/96                                   --                 --                 --               --
     Cova units purchased                                     --                 --                 --               --
     Cova units redeemed                                      --                 --                 --               --
     Contract units purchased                                 --                 --                 --               --
     Contract units transferred, net                          --                 --                 --               --
     Contract units redeemed                                  --                 --                 --               --
                                                   -----------------    --------------   -----------------    ----------

   Unit balance at 12/31/97                                   --                 --                 --               --
     Cova units purchased                                     10                 10                 10               10
     Cova units redeemed                                     (10)               (10)               (10)             (10)
     Contract units purchased                            140,734             72,847             61,499            8,130
     Contract units transferred, net                      26,597             18,743             45,054           (1,021)
     Contract units redeemed                              (2,556)            (1,630)              (518)            (361)
                                                   -----------------    --------------   -----------------    ----------

   Unit balance at 12/31/98                              164,775             89,960            106,035            6,748
                                                   =================    ==============   =================    ==========

Annuitization phase:
   Unit balance at 12/31/96                                   --                 --                 --               --
     Units purchased                                          --                 --                 --               --
     Units redeemed                                           --                 --                 --               --
                                                   -----------------    --------------   -----------------    ----------

   Unit balance at 12/31/97                                   --                 --                 --               --
     Units purchased                                          --                 --                 --               --
     Units redeemed                                           --                 --                 --               --
                                                   -----------------    --------------   -----------------    ----------

   Unit balance at 12/31/98                                    --                  --                  --                --
                                                   =================    ==============   =================    ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1998 and 1997



                                                                      FIDELITY
                                           ---------------------------------------------------------------
                                                                  Growth          Growth &       Equity-
                                               Contrafund         Opportunities    Income        Income
                                           --------------------------------------------------   ----------
<S>                                              <C>               <C>                <C>          <C>
Accumulation phase:
   Unit balance at 12/31/96                          --                --                 --           --
     Cova units purchased                            --                --                 --           --
     Cova units redeemed                             --                --                 --           --
     Contract units purchased                        --                --                 --           --
     Contract units transferred, net                 --                --                 --           --
     Contract units redeemed                         --                --                 --           --
                                           ---------------  ------------------   ------------   ----------

   Unit balance at 12/31/97                          --                --                 --           --
     Cova units purchased                            10                10                 10           10
     Cova units redeemed                            (10)              (10)               (10)         (10)
     Contract units purchased, net               30,391            11,440             53,646       20,381
     Contract units transferred                   2,056            (1,406)            30,141        4,635
     Contract units redeemed                        (93)             (511)           (13,954)        (884)
                                           ---------------  ------------------   ------------   ----------

   Unit balance at 12/31/98                      32,354             9,523             69,833       24,132
                                           ===============  ==================   ============   ==========

Annuitization phase:
   Unit balance at 12/31/96                          --                --                 --           --
     Units purchased                                 --                --                 --           --
     Units redeemed                                  --                --                 --           --
                                           ---------------  ------------------   ------------   ----------

   Unit balance at 12/31/97                          --                --                 --           --
     Units purchased                                 --                --                 --           --
     Units redeemed                                  --                --                 --           --
                                           ---------------  ------------------   ------------   ----------

   Unit balance at 12/31/98                          --                --                 --           --
                                           ===============  ==================   ============   ==========
</TABLE>





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

                        Consolidated Financial Statements

                        December 31, 1998, 1997, and 1996

                   (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, 1998 and
     1997, and the related consolidated statements of income, shareholder's
     equity, and cash flows for each of the years in the three-year period ended
     December 31, 1998. 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, 1998 and 1997, and the results of their operations and their cash flows
     for each of the years in the three-year period ended December 31, 1998, in
     conformity with generally accepted accounting principles.





     March 4, 1999

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

                           Consolidated Balance Sheets

                           December 31, 1998 and 1997


                                       ASSETS                                              1998           1997
                                                                                       -------------  -------------
                                                                                             (IN THOUSANDS)
<S>                                                                                  <C>                 <C>
Investments:
    Debt securities available-for-sale, at fair value (cost of
      $1,375,198 in 1998 and $1,269,362 in 1997)                                     $    1,371,513      1,280,247
    Equity securities, at fair value                                                          9,037             --
    Mortgage loans, net of allowance for potential loan loss
      of $510 in 1998 and $237 in 1997                                                      312,865        348,206
    Policy loans                                                                             26,295         24,228
                                                                                       -------------  -------------

             Total investments                                                            1,719,710      1,652,681


Cash and cash equivalents - interest-bearing                                                 94,770         12,910
Cash - noninterest-bearing                                                                    5,008          3,666
Receivable from sale of securities                                                            5,845          1,870
Accrued investment income                                                                    21,505         20,602
Deferred policy acquisition costs                                                           131,973         84,326
Present value of future profits                                                              42,230         41,486
Goodwill                                                                                     18,585         19,717
Deferred tax asset, net                                                                       4,786          7,933
Receivable from OakRe                                                                       720,904      1,426,261
Due from affiliates                                                                         246,198        127,599
Other assets                                                                                    829          2,184
Separate account assets                                                                   1,832,396      1,108,125
                                                                                       -------------  -------------

             Total assets                                                            $    4,844,739      4,509,360
                                                                                       =============  =============
</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, Continued

                           December 31, 1998 and 1997


                       LIABILITIES AND SHAREHOLDER'S EQUITY                               1998            1997
                                                                                       ------------   -------------
                                                                                             (IN THOUSANDS)
<S>                                                                                  <C>                 <C>
Liabilities:
    Policyholder deposits                                                            $   2,643,124       3,098,287
    Future policy benefits                                                                  54,336          38,361
    Payable on return of collateral on loaned securities                                    25,923              --
    Payable on purchase of securities                                                        1,040           7,261
    Federal and state income taxes payable                                                     446           1,312
    Accounts payable and other liabilities                                                  18,714          21,912
    Future purchase price payable to OakRe                                                   6,976          12,173
    Guaranty fund assessments                                                                9,700           9,700
    Separate account liabilities                                                         1,832,394       1,107,816
                                                                                       ------------   -------------

             Total liabilities                                                           4,592,653       4,296,822
                                                                                       ------------   -------------

Shareholder's equity:
    Common stock, $2 par value.  (Authorized
      5,000,000 shares; issued and outstanding
      2,899,466 shares in 1998 and 1997)                                                      5,799           5,799
    Additional paid-in capital                                                             220,491         191,491
    Retained earnings                                                                       26,410          12,516
    Accumulated other comprehensive
      income - net of tax                                                                     (614)          2,732
                                                                                       ------------   -------------

             Total shareholder's equity                                                    252,086         212,538
                                                                                       ------------   -------------

             Total liabilities and shareholder's equity                              $   4,844,739       4,509,360
                                                                                       ============   =============
</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 Income

                  Years ended December 31, 1998, 1997, and 1996


                                                             1998         1997        1996
                                                          -----------  -----------  ----------
                                                                    (in thousands)
<S>                                                     <C>               <C>          <C>
Revenues:
    Premiums                                            $     23,875        9,368       3,154
    Net investment income                                    127,812      111,661      70,629
    Net realized gains (losses) on sales
      of investments                                          (1,600)         563         472
    Separate account fees                                     20,820       12,455       7,205
    Other income                                               5,372        4,950       3,304
                                                          -----------  -----------  ----------

             Total revenues                                  176,279      138,997      84,764
                                                          -----------  -----------  ----------

Benefits and expenses:
    Interest on policyholder deposits                         93,759       81,129      50,100
    Current and future policy benefits                        25,225       11,496       5,130
    Operating and other expenses                              27,190       21,758      16,557
    Amortization of purchased
      intangible assets                                        3,445        3,668       2,332
    Amortization of deferred policy
      acquisition costs                                        9,393        6,307       4,389
                                                          -----------  -----------  ----------

             Total benefits and expenses                     159,012      124,358      78,508
                                                          -----------  -----------  ----------

             Income before income taxes                       17,267       14,639       6,256
                                                          -----------  -----------  ----------

Income tax expense (benefit):
    Current                                                   (1,576)       1,951       1,740
    Deferred                                                   4,949        3,710         915
                                                          -----------  -----------  ----------

             Total income tax expense                          3,373        5,661       2,655
                                                          -----------  -----------  ----------

             Net income                                 $     13,894        8,978       3,601
                                                          ===========  ===========  ==========
</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, 1998, 1997, and 1996


                                                                              1998          1997         1996
                                                                           -----------   -----------  -----------
                                                                                      (in thousands)
<S>                                                                      <C>                <C>          <C>
Common stock, balance at beginning
    and end of period                                                    $      5,799         5,799        5,799
                                                                           -----------   -----------  -----------

Additional paid-in capital:
    Balance at beginning of period                                            191,491       166,491      129,586
    Capital contribution                                                       29,000        25,000       36,905
                                                                           -----------   -----------  -----------

Balance at end of period                                                      220,491       191,491      166,491
                                                                           -----------   -----------  -----------

Retained earnings (deficit):
    Balance at beginning of period                                             12,516         3,538          (63)
    Net income                                                                 13,894         8,978        3,601
                                                                           -----------   -----------  -----------

Balance at end of period                                                       26,410        12,516        3,538
                                                                           -----------   -----------  -----------

Accumulated other comprehensive income:
    Balance at beginning of period                                              2,732          (784)       2,764
    Change in unrealized appreciation
      (depreciation) of debt and equity
      securities                                                              (14,571)       14,077      (13,915)
    Deferred federal income tax impact                                          1,801        (1,893)       1,910
    Change in deferred policy acquisition costs attributable
      to unrealized depreciation (appreciation)                                 6,996        (5,342)       1,561
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                    2,428        (3,326)       6,896
                                                                           -----------   -----------  -----------

Balance at end of period                                                         (614)        2,732         (784)
                                                                           -----------   -----------  -----------

             Total shareholder's equity                                  $    252,086       212,538      175,044
                                                                           ===========   ===========  ===========

Total comprehensive income:
    Net income                                                           $     13,894         8,978        3,601
    Other comprehensive income (change in net unrealized
      appreciation (depreciation) of debt and equity securities)               (3,346)        3,516       (3,548)
                                                                           -----------   -----------  -----------

             Total comprehensive income                                  $     10,548        12,494           53
                                                                           ===========   ===========  ===========
</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, 1998, 1997, and 1996


                                                                             1998          1997          1996
                                                                         -------------  ------------  ------------
                                                                                             (in thousands)
<S>                                                                    <C>                 <C>           <C>
Reconciliations of net income to net cash provided by
  operating activities:
      Net income                                                       $       13,894         8,978         3,601
      Adjustments to reconcile net income to net
        cash provided by operating activities:
           Increase in future policy benefits                                  15,975         6,019           680
           Increase (decrease) in payables and
             accrued liabilities                                               (3,198)       (1,194)        2,900
           Increase in accrued investment income                                 (903)       (5,591)       (4,778)
           Amortization of intangible assets and                               12,838         9,975         6,721
             deferred policy acquisition costs
           Amortization and accretion of securities
             premiums and discounts                                            (1,767)        1,664         2,751
           Recapture commissions paid to OakRe                                 (5,197)       (4,837)       (4,483)
           Net realized loss (gain) on sale of investments                      1,600          (563)         (472)
           Interest accumulated on policyholder deposits                       93,759        81,129        50,100
           Increase (decrease) in current and
             deferred federal income taxes                                      2,281         5,917          (351)
           Separate account net income                                            (12)       (2,637)       (2,008)
           Commissions and expenses deferred                                  (50,044)      (46,142)      (34,803)
           Other                                                               (3,566)       (3,537)         (578)
                                                                         -------------  ------------  ------------

             Net cash provided by operating activities                         75,660        49,181        19,280
                                                                         -------------  ------------  ------------

Cash flows from investing activities:
    Cash used in the purchase of investment securities                       (733,049)     (809,814)     (715,274)
    Proceeds from investment securities sold and matured                      642,481       382,783       262,083
    Other                                                                      (1,159)       15,400       (14,166)
                                                                         -------------  ------------  ------------

             Net cash used in investing activities                     $      (91,727)     (411,631)     (467,357)
                                                                         -------------  ------------  ------------
</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, Continued

                  Years ended December 31, 1998, 1997, and 1996


                                                                                  1998          1997          1996
                                                                              -------------  ------------  ------------
                                                                                                  (in thousands)
<S>                                                                         <C>                  <C>           <C>
Cash flows from financing activities:
    Policyholder deposits                                                   $    1,014,075       841,174       446,784
    Transfers from OakRe                                                           812,520       637,168       574,010
    Transfer to separate accounts                                                 (789,872)     (450,303)     (126,797)
    Return of policyholder deposits                                               (889,202)     (597,425)     (491,025)
    Proceeds from security collaterals on securities lending                        25,923            --            --
    Transfers to RGA                                                              (103,175)     (120,411)           --
    Capital contributions received                                                  29,000        25,000        20,000
                                                                              -------------  ------------  ------------

             Net cash provided by financing activities                              99,269       335,203       422,972
                                                                              -------------  ------------  ------------

             Increase (decrease) in cash and
               cash equivalents                                                     83,202       (27,247)      (25,105)

Cash and cash equivalents at beginning of period                                    16,576        43,823        62,256
CFLIC contributed cash (note 9)                                                         --            --         6,672
                                                                              -------------  ------------  ------------

Cash and cash equivalents at end of period                                  $       99,778        16,576        43,823
                                                                              =============  ============  ============
</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

                        December 31, 1998, 1997, and 1996



  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

              Cova Financial Services Life Insurance Company (CFSLIC) and
              subsidiaries (the Company) market and service single premium
              deferred annuities, immediate annuities, variable annuities, term
              life, single premium variable universal life, 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. Single premium whole life insurance policies
              provide policy beneficiaries with mortality benefits amounting to
              a multiple, which declines with age, of the original premium.

              Under the deferred fixed 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.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 89%, 73%, and 66% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated and Edward Jones & Company in
              1998, 1997, and 1996, respectively.

              ORGANIZATION

              CFSLIC, formerly Xerox Financial Services Life Insurance Company
              (XFSLIC), is a wholly owned subsidiary of Cova Corporation, a
              subsidiary of General American Life Insurance Company (GALIC), a
              Missouri domiciled life insurance company. When Cova Corporation
              purchased CSFLIC from Xerox Financial Services, Inc. (XFSI), a
              wholly owned subsidiary of Xerox Corporation, it entered into a
              financing reinsurance transaction with OakRe Life Insurance
              Company (OakRe), a subsidiary of XFSLIC, to assume the economic
              benefits and risks of the existing single premium deferred annuity
              deposits (SPDAs) of CFSLIC. Ownership of OakRe was retained by
              XFSI subsequent to the sale of XFSLIC 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 by the end of
              the year 2000, from 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 ended
              December 31, 1998 and 1997.

              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 CFLIC 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)   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, 1998 and 1997 were classified as
              available-for-sale. Securities available-for-sale are carried at
              fair value, with unrealized holding gains and losses reported as
              accumulated other comprehensive income in the shareholder'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 fair 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.

              EQUITY SECURITIES

              Equity securities represent investments in nonredeemable preferred
              stock and common stock warrants. These securities are carried at
              fair value, which is determined primarily through published quotes
              of trading values. Changes to adjust the carrying value are
              reported directly in shareholder's equity. Other-than-temporary
              declines below cost are recorded as realized losses.

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

              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.

              The Company had no impaired loans, and the valuation allowance for
              potential losses on mortgage loans was $510,000 and $237,000, at
              December 31, 1998 and 1997, respectively.

              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

              Separate accounts contain segregated assets of the Company that
              are specifically assigned to variable annuity or life
              policyholders in the separate accounts and are not available to
              other creditors of the Company. The earnings of separate account
              investments are also 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 account and assesses
              withdrawal charges in the event of early withdrawals. Separate
              account 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. The Company's capital investment in the separate
              accounts as of December 31, 1998 and 1997, is presented in note 3.

              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 policy 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 are not recognized currently in
              income but as an offset to the accumulated other comprehensive
              income component of shareholder's 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.

<TABLE>
<CAPTION>
              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.

                                                                      1998          1997          1996
                                                                   ------------  ------------ -------------
                                                                               (IN THOUSANDS)
<S>                                                              <C>                <C>          <C>
Deferred policy acquisition costs, beginning of period           $    84,326        49,833       14,468
Commissions and expenses deferred                                     50,044        46,142       34,803
Amortization                                                          (9,393)       (6,307)      (4,389)
Deferred policy acquisition costs attributable to
    unrealized depreciation (appreciation)                             6,996        (5,342)       1,561
Effects on deferred policy acquisition costs of CFLIC
    consolidation                                                        --             --        3,390
                                                                   ------------  ------------ -------------

Deferred policy acquisition costs, end of period                 $   131,973        84,326       49,833
                                                                   ============  ============ =============
</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

                  The Company established an intangible asset which represents
                  the present value of future profits (PVFP) 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
                  appreciation and depreciation, 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 appreciation and
                  depreciation are not recognized currently in income but as an
                  offset to the accumulated other comprehensive income reflected
                  as a separate component of shareholder's 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 4.8%, 6.2%, 6.9%, 7.3%, and
                  7.1% for the years ended December 31, 1999 through 2003,
                  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
                  PVFP, goodwill, and the future payable. This final allocation
                  and the resulting impact on inception to date amortization was
                  recorded, in its entirety, in 1996.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below. The effects on PVFP of
                  the consolidation of CFLIC (see note 9) with the Company are
                  presented separately.

                                                                  1998          1997          1996
                                                               ------------  ------------ -------------
                                                                           (IN THOUSANDS)
<S>                                                          <C>                 <C>         <C>
PVFP - beginning of period                                   $    41,486         46,389      38,155
Net amortization                                                  (1,684)        (1,577)       (473)
Present value of future profits attributable to unrealized
    depreciation (appreciation)                                    2,428         (3,326)      6,896
Adjustment due to revised push-down purchase accounting
                                                                       --              --         698
Effects on present value of future profits of CFLIC
    consolidation                                                     --             --       1,113
                                                               ------------  ------------ -------------

   PVFP - end of period                                      $    42,230         41,486      46,389
                                                               ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
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.


                                                                    1998         1997         1996
                                                                 -----------  ------------ ------------
                                                                            (IN THOUSANDS)
<S>                                                            <C>               <C>          <C>
Goodwill - beginning of period                                 $    19,717       20,849       23,358
Amortization                                                        (1,132)      (1,132)        (916)
Adjustment due to revised push-down purchase accounting
                                                                         --            --       (3,626)
Effects on goodwill of CFLIC consolidation                              --           --        2,033
                                                                 -----------  ------------ ------------

Goodwill - end of period                                       $    18,585       19,717       20,849
                                                                 ===========  ============ ============
</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 end of
                  the year 2000.


<TABLE>
<CAPTION>
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.

                                                                    1998         1997         1996
                                                                 -----------  ------------  ----------
                                                                            (IN THOUSANDS)
<S>                                                            <C>               <C>          <C>
Future payable - beginning of period                           $    12,173       16,051       23,967
Interest added                                                         629          959          943
Payments to OakRe                                                   (5,826)      (4,837)      (4,483)
Adjustment due to revised push-down purchase
    accounting                                                          --           --       (5,059)
Effects on goodwill of CFLIC consolidation                              --           --          683
                                                                 -----------  ------------ -----------

Future payable - end of period                                 $     6,976       12,173       16,051
                                                                 ===========  ============ ===========
</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 was revalued based upon fair market values. The
              principal effect of the election was to establish a tax asset on
              the tax-basis consolidated 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, 1998 was 5.86%.

              FUTURE POLICY BENEFITS

              Reserves are held for future policy 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. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              OTHER INCOME

              Other income consists primarily of policy surrender charges,
              servicing fee from OakRe for administrating their policies, and
              advisory fees received from GALIC for advisory services rendered
              on their individual annuity products.

              FEDERAL INCOME TAXES

              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
              consolidated financial statement carrying amount of existing
              assets and liabilities and their respective tax bases and
              operating loss and tax credit carryforwards. 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 valuation
                   -  Amortization of deferred policy acquisition costs
                   -  Amortization of present value of future profits
                   -  Recoverability of goodwill

              The fair 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 policy 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 PVFP is based on
              estimates of long-term future profits from existing policies when
              the Company was purchased by GALIC and policies recaptured from
              OakRe. 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.

              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, 1998.

              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 consolidated
                  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 3 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
                  5 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, 1998 and 1997, the cash
                  surrender value of policyholder deposits was approximately
                  $103.2 million and $151.5 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

              Effective in December 1998, the Company entered into a financing
              reinsurance agreement with GALIC. The reinsurance agreement
              provides that the Company will reinsurance a block of annuity
              business issued by GALIC on a 36% coinsurance basis. The Company
              recognized income and a corresponding receivable for $1.6 million
              related to the reinsurance agreement.

              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 were approximately $219
              million and $120 million and are reflected as policyholder
              deposits in the consolidated balance sheets at December 31, 1998
              and 1997, respectively.

              RECENTLY ADOPTED ACCOUNTING STANDARDS

              On January 1, 1998, SFAS No. 125, Accounting for Transfers and
              Servicing of Financial Assets and Extinguishments of Liabilities,
              became fully effective. Previously, the Financial Accounting
              Standards Board (the FASB) had deferred until that date certain
              provisions of SFAS No. 125 pertaining to repurchase agreements,
              securities lending, and similar financing transactions. As a
              result of adopting the deferred provisions of SFAS No. 125, the
              Company has recognized on its December 31, 1998 consolidated
              balance sheet cash of approximately $25,923,000 related to
              collateral controlled on securities lending transactions and a
              corresponding obligation to return such collateral at the
              termination of such transactions. Restatement of prior period
              financial statements is not permitted.

              In June 1997, the Financial Accounting Standards Board issued SFAS
              No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes
              standards for the reporting and display of comprehensive income
              and its components in the financial statements. SFAS No. 130 is
              effective for the fiscal year beginning after December 15, 1997.
              Reclassification of financial statements for earlier periods
              provided is required for comparative purposes. The Company has
              elected to adopt SFAS No. 130 in 1998. The adoption of SFAS No.
              130 has no impact on the Company's consolidated net income or
              shareholder's equity. The Company's only component of accumulated
              other comprehensive income relates to unrealized appreciation and
              depreciation on debt and equity securities.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, was issued in June 1998. SFAS No. 133 requires all
              derivative instruments to be recorded on the balance sheet at
              estimated fair value. The Company's present accounting policies
              would apply such accounting treatment only to marketable
              securities as defined under SFAS No. 115, Accounting for Certain
              Investments in Debt and Equity Securities, and to off-balance
              sheet derivative instruments. SFAS No. 133 will broaden the
              definition of derivative instruments to include all classes of
              financial assets and liabilities. It also will require separate
              disclosure of identifiable derivative instruments embedded in
              hybrid securities. Change in the fair value of derivative
              instruments is to be recorded each period either in current
              earnings or other comprehensive income, depending on whether a
              derivative is designed as part of a hedge transaction and, if it
              is, on the type of hedge transaction.

              SFAS No. 133 is effective for the Company beginning January 1,
              2000. The Company's management is currently evaluating the impact
              of SFAS No. 133; at present, the management does not believe it
              will have a material effect on the Company's consolidated
              financial position or results of operations.

              OTHER

              Certain 1997 and 1996 amounts have been reclassified to conform to
              the 1998 presentation.

<TABLE>
<CAPTION>
  (3)  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, 1998 and
       1997, are as follows:

                                                                       1998
                                   -----------------------------------------------------------------------------
                                                       GROSS          GROSS         ESTIMATED
                                     AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                       COST            GAINS          LOSSES          VALUE           VALUE
                                   --------------  -------------- --------------- --------------- --------------
                                                                  (IN THOUSANDS)
<S>                              <C>                    <C>           <C>            <C>             <C>
Debt securities:
    U.S. Government
       treasuries                $       28,288            249            (84)          28,453          28,453
    Collateralized mortgage
    obligations                         303,577          3,067         (1,571)         305,073         305,073
    Corporate, state,
    municipalities, and
    political subdivisions            1,043,333         19,736        (25,082)       1,037,987       1,037,987
                                   --------------  -------------- --------------- --------------- --------------

        Total debt securities         1,375,198         23,052        (26,737)       1,371,513       1,371,513

Equity securities                         9,037             --             --            9,037           9,037
Mortgage loans (net)                    312,865         17,500             --          330,365         312,865
Policy loans                             26,295             --             --           26,295          26,295
                                   --------------  -------------- --------------- --------------- --------------

        Total investments        $    1,723,395         40,552        (26,737)       1,737,210       1,719,710
                                   ==============  ============== =============== =============== ==============

Company's beneficial interest
    in separate accounts
                                 $            2             --             --                2               2
                                   ==============  ============== =============== =============== ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                       1997
                                   -----------------------------------------------------------------------------
                                                       GROSS          GROSS         ESTIMATED
                                     AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                       COST            GAINS          LOSSES          VALUE           VALUE
                                   --------------  -------------- --------------- --------------- --------------
                                                                  (IN THOUSANDS)
<S>                              <C>                    <C>            <C>           <C>             <C>
Debt securities:
    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 (net)                    348,206         24,346             --          372,552         348,206
Policy loans                             24,228             --             --           24,228          24,228
                                   --------------  -------------- --------------- --------------- --------------

        Total investments        $    1,641,796         43,838         (8,607)       1,677,027       1,652,681
                                   ==============  ============== =============== =============== ==============

Company's beneficial interest
    in separate accounts
                                 $          300              9             --              309             309
                                   ==============  ============== =============== =============== ==============
</TABLE>

<TABLE>
<CAPTION>
The amortized cost and estimated fair value of debt securities at December 31,
1998, 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.

                                                             1998
                                                  ------------------------------
                                                                   ESTIMATED
                                                   AMORTIZED         FAIR
                                                      COST          VALUE
                                                  --------------  --------------
                                                        (IN THOUSANDS)
<S>                                             <C>                  <C>
Less than one year                              $       55,653          54,942
Due after one year through five years                  504,712         498,469
Due after five years through ten years                 390,086         392,828
Due after ten years                                    121,170         120,201
Mortgage-backed securities                             303,577         305,073
                                                  --------------  --------------

              Total                             $    1,375,198       1,371,513
                                                  ==============  ==============
</TABLE>

        At December 31, 1998, approximately 89.8% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 10.2% noninvestment grade debt securities, 7.4%
        are rated as BB, 2.4% are rated as B, and 0.4% 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, 1998 had market values totaling
        $25,247,750. Cash of $25,923,295 was held as collateral to secure this
        agreement.
        Income on the Company's security lending program in 1998 was immaterial.

        The Company had two impaired debt securities, of which one became
        nonincome producing on December 31, 1998. All debt securities were
        income producing at December 31, 1997.

<TABLE>
<CAPTION>
The components of investment income, realized capital gains (losses), and
unrealized appreciation (depreciation) are as follows:
                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>               <C>           <C>
Income on debt securities                                              $    94,876        84,203       53,632
Income on short-term investments                                             2,720         2,265        2,156
Income on interest rate swaps                                                   71            43           --
Income on policy loans                                                       1,980         1,852        1,454
Interest on mortgage loans                                                  28,650        24,890       13,633
Income on separate account investments                                          13         2,637          772
Loss on derivatives                                                             --        (2,035)      (1,640)
Miscellaneous interest                                                       1,644          (258)       1,773
                                                                         ------------  ------------ -------------

              Total investment income                                      129,954       113,597       71,780

Investment expenses                                                         (2,142)       (1,936)      (1,151)
                                                                         ------------  ------------ -------------

              Net investment income                                    $   127,812       111,661       70,629

Net realized capital gains (losses) are as follows:
    Debt securities                                                    $    (1,600)          537          469
    Mortgage loans                                                              --            27            4
    Short-term investments                                                      --            (1)          (1)
                                                                         ------------  ------------ -------------

              Net realized gains (losses) on investments               $    (1,600)          563          472
                                                                         ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>                <C>          <C>
Unrealized appreciation (depreciation) are as follows:
    Debt securities                                                    $   (3,685)        10,885       (3,192)
    Effects on deferred acquisition costs
       amortization                                                         3,215         (3,781)       1,561
    Effects on PVFP amortization                                             (473)        (2,901)         425
                                                                         ------------  ------------ -------------

         Unrealized appreciation (depreciation)
           before income tax                                                 (943)         4,203       (1,206)

    Unrealized income tax benefit (expense)                                   329         (1,471)         422
                                                                         ------------  ------------ -------------

         Net unrealized appreciation (depreciation)
           on investments                                              $     (614)         2,732         (784)
                                                                         ============  ============ =============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $486,264,174. Gross gains of $5,102,040 and
        gross losses of $6,601,099 were realized on those sales. Included in
        these amounts were $1,002,539 of gross gains and $6,011,305 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1998 impairment adjustment totaling
        approximately $100,000 related to two debt securities held by the
        Company.

        Proceeds from sales, redemptions, and paydowns 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, redemptions, and paydowns 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.

        Securities  with a  carrying  value of  approximately  $6,400,000  at
        December 31,  1998 were  deposited  with government authorities as
        required by law.

  (4)   SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        The Company does not have any individual security that exceeds 10% of
        shareholder's equity at December 31, 1998 and 1997.

  (5)   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

        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 fair value monthly with the change in value reflected in unrealized
        appreciation/depreciation. Upon disposition, a realized gain or loss is
        recognized accordingly, except when the disposition closes a hedge. In
        this instance, 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

              At December 31, 1998, the Company had two outstanding interest
              rate swap agreements which expire at 2002 and 2003. Under the
              agreements, the Company receives a fixed rate of 6.63% and 6.70%
              on a notional amount of $7 and $8 million, respectively, and pays
              a floating rate based on London Interbank Offered Rate (LIBOR).
              The estimated fair value of the agreements at December 31, 1998
              was a net unrealized gain of approximately $0.6 million which is
              recognized in the accompanying consolidated balance sheet.

              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 LIBOR. At December 31, 1997, the
              estimated fair value of the agreement was immaterial.

              Under interest rate swaps, the Company agrees with counterparties
              to exchange, at specific 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 statement of income.

              FUTURES

              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 contracts were held during 1998. The
              Company recorded $-0-, $2,035,309, and $1,639,717 of losses from
              terminated contracts as a component of net investment income
              during 1998, 1997 and 1996, respectively. The Company also
              recorded gains of $-0-, $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
              1998, 1997, and 1996, respectively.

              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 utilized futures on the S&P 500 index in 1997.
              Upon entering into futures contracts, the Company maintains, in a
              segregated account with its custodian, securities with a value
              equal to an agreed upon portion of the notional 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 with the related income
              or loss reflected in the consolidated statement of income as a
              contra to changes in fair value of the hedged securities.

              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.
              It is the Company's policy to deal only with highly rated
              companies.

<TABLE>
<CAPTION>
  (6)   COMPREHENSIVE INCOME

The components of comprehensive income are as follows:

                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>                <C>          <C>
Net income                                                             $    13,894         8,978        3,601
                                                                         ------------  ------------ -------------
Other comprehensive income (loss), before tax -
    unrealized appreciation (depreciation) of debt and
       equity securities arising during period:
          Unrealized holding appreciation (depreciation)
              of debt and equity securities                                (12,971)       13,514      (14,387)
          Adjustment to deferred acquisition costs
              attributable to unrealized
              (appreciation) depreciation                                    6,228        (5,128)       1,614
          Adjustment to PVFP attributable to unrealized
              (appreciation) depreciation                                    2,161        (3,193)       7,130
                                                                         ------------  ------------ -------------

               Total unrealized appreciation (depreciation)
                  arising during period                                     (4,582)        5,193       (5,643)

    Less reclassification adjustments for realized (gains) losses
       included in net income:
          Adjustment for (gains) losses included in
              net realized gains (losses) on sales
              of investments                                                 1,600          (563)        (472)
          Adjustment for (gains) losses included in
              amortization of PVFP                                            (768)          214           53
          Adjustment for (gains) losses included in
              amortization of deferred acquisition costs                      (267)          133          234
                                                                         ------------  ------------ -------------

               Total reclassification adjustments for (gains)
                  losses included in net income                                565          (216)        (185)
                                                                         ------------  ------------ -------------

               Other comprehensive income (loss) before related
                  income tax expense (benefit)                              (5,147)        5,409       (5,458)

Related income tax expense (benefit)                                        (1,801)        1,893       (1,910)
                                                                         ------------  ------------ -------------

               Other comprehensive income (loss), net of tax                (3,346)        3,516       (3,548)
                                                                         ------------  ------------ -------------

               Comprehensive income                                    $    10,548        12,494           53
                                                                         ============  ============ =============
</TABLE>

  (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 1998, 1997, and 1996, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1998, 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 $0.2 million of state
        income tax recoveries.

<TABLE>
<CAPTION>
Income taxes are recorded in the consolidated statement of income and directly
in certain shareholder's equity accounts. Income tax expense for the years ended
December 31 is allocated as follows:

                                                              1998          1997          1996
                                                           ------------  ------------ -------------
                                                                       (IN THOUSANDS)
<S>                                                      <C>               <C>           <C>
Statements of income:
    Operating income (excluding realized
       investment gains and losses)                      $    3,906        5,464         2,493
    Realized investment gains (losses)                         (533)         197           162
                                                           ------------  ------------ -------------

         Income tax expense (benefit)
           included in the consolidated
           statements of income                               3,373        5,661         2,655

Shareholder's equity -
    change in deferred federal income
       taxes related to unrealized
       appreciation (depreciation)
       on securities                                         (1,801)       1,893        (1,910)
                                                           ------------  ------------ -------------

         Total income tax expense                        $    1,572        7,554           745
                                                           ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
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:
                                                          1998                 1997                1996
                                                   ------------------   ------------------- --------------------
                                                                          (IN THOUSANDS)
<S>                                             <C>            <C>   <C>         <C>      <C>           <C>
Computed expected tax expense                   $    6,043     35.0% $    5,124  35.0%    $   2,190     35.0%
State income taxes, net                                 (8)      --         (33) (0.2)           77      1.2
Amortization of intangible assets                      396      2.3         396   2.7           320      5.1
Dividend received deduction - separate
    account                                         (3,183)   (18.5)         --    --            --      --
Other                                                  125      0.7         174   1.2            68      1.1
                                                   --------- --------   -------- ---------- --------- ----------

             Total                              $    3,373     19.5% $    5,661  38.7%    $   2,655     42.4%
                                                   ========= ========   ======== ========== ========= ==========
</TABLE>

<TABLE>
<CAPTION>
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1998 and
1997 follows:
                                                                            1998         1997
                                                                         -----------  ------------
                                                                              (IN THOUSANDS)
<S>                                                                    <C>               <C>
Deferred tax assets:
    Policy reserves                                                    $    31,003       25,312
    Liability for commissions on recapture                                   2,896        4,715
    Tax basis of intangible assets purchased                                 5,351        5,791
    DAC "Proxy Tax"                                                         20,619       14,594
    Other deferred tax assets                                                2,690           31
                                                                         -----------  ------------

              Total deferred tax assets                                     62,559       50,443
                                                                         -----------  ------------

Deferred tax liabilities:
    PVFP                                                                    11,013        9,734
    Unrealized (depreciation) appreciation on investments                     (330)       1,472
    Deferred policy acquisition costs                                       46,190       29,514
    Other deferred tax liabilities                                             900        1,790
                                                                         -----------  ------------

              Total deferred tax liabilities                                57,773       42,510
                                                                         -----------  ------------

              Net deferred tax assets                                  $     4,786        7,933
                                                                         ===========  ============
</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

        On December 31, 1997, CLMC and Navisys Incorporated, affiliated
        companies, purchased certain assets of Johnson & Higgins/Kirke Van
        Orsdel, Inc. (J&H/KVI), an unaffiliated Delaware corporation, for
        $2,500,000. The purchased assets are the administrative and service
        systems that provide the marketing, underwriting, claims, and
        administrative functions for the Company's life and annuity products. On
        January 1, 1998, the purchased assets of J&H/KVI were merged into Cova
        Life Administrative Service Company (CLASC). Navisys Incorporated
        purchased 51% of CLASC, the remaining 49% was purchased by CLMC.

        The Company has entered into management, operations, and servicing
        agreements with its affiliated companies. The affiliated companies are
        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. CLASC provides
        various services for the Company including underwriting, claims, and
        administrative functions. Expenses and fees paid to affiliated companies
        in 1998, 1997, and 1996 for the Company were $20,923,330, $9,400,517,
        and $6,618,303, respectively.

        In 1998 and 1997, the Company received approximately $3.2 million and
        $1.1 million, respectively, in advisory fees from GALIC related to
        advisory services on GALIC's individual annuity products.

        On December 31, 1996, Cova Corporation transferred its ownership of
        CFLIC 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 flows 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 consolidated 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 shareholder's equity to the net purchase price. Statutory
        accounting does not recognize the purchase method of accounting.

<TABLE>
<CAPTION>
        As of December 31, the differences between statutory capital and surplus
        and shareholder's equity determined in conformity with GAAP are as
        follows:

                                                                 1998          1997
                                                              -------------  -------------
                                                                    (IN THOUSANDS)
<S>                                                        <C>                  <C>
Statutory capital and surplus                              $      104,740        90,439
Reconciling items:
    GAAP investment valuation reserves                               (510)         (237)
    Statutory asset valuation reserve                              19,206        18,301
    Statutory interest maintenance reserve                          5,983         3,080
    GAAP investment adjustments to fair value                      (3,685)       10,885
    GAAP deferred policy acquisition costs                        131,973        84,326
    GAAP basis policy reserves                                    (52,305)      (39,921)
    GAAP deferred federal income taxes (net)                        4,786         7,933
    GAAP guarantee assessment adjustment                           (9,700)       (9,700)
    GAAP goodwill                                                  18,373        19,457
    GAAP present value of future profits                           42,230        41,486
    GAAP future purchase price payable                             (6,976)      (12,173)
    Other                                                          (2,029)       (1,338)
                                                              -------------  -------------

          GAAP shareholder's equity                        $      252,086       212,538
                                                              =============  =============
</TABLE>


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

                   Notes to Consolidated Financial Statements

                        December 31, 1998, 1997, and 1996




        Statutory  net losses for  CFSLIC  for the years  ended
        December 31,  1998,  1997,  and 1996 were  $2,830,105,
        $9,816,357, and $13,575,788, 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
        1998 statutory net loss and the Company's negative earned surplus at
        December 31, 1998, no dividends are permissible in 1999 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,
        1998, the Company's total adjusted capital and authorized control level
        RBC were $123,947,126 and $27,386,910, 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 1998, 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.

        In November 1998, the National Organization of Life and Health Guaranty
        Associations 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
        $9,700,000 in future assessments on insolvencies that occurred before
        December 31, 1998. 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 $9,700,000. The Company paid
        approximately $1,500,000, $3,000,000, and $2,000,000 in guaranty fund
        assessments in 1998, 1997, and 1996, respectively. These payments were
        substantially reimbursed by OakRe. 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 1998 were not material.

(12)    SUBSEQUENT EVENT

        On January 31, 1999, the Company modified its financing reinsurance
        agreement with RGA related to the Company's certain single premium
        deferred annuity products. Under the modified financing reinsurance
        agreement, the Company will no longer reinsure any new single premium
        deferred annuity product policies with RGA.




                                    PART C
                              OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

a.         Financial Statements
________________________________________________________________________

The following financial statements of the Separate Account are included
in Part B hereof:

     1.  Statement of Assets and Liabilities - June 30, 1999 (unaudited).
     2.  Statement of Operations - Six Months ended June 30, 1999 (unaudited).
     3.  Statement of Changes in Net Assets - Six Months ended June 30, 1999
         (unaudited).

     4.  Notes to Financial Statements - June 30, 1999 (unaudited).
     5.  Independent Auditors' Report.
     6.  Statement of Assets and Liabilities as of December 31, 1998.
     7.  Statement of Operations for the year ended December 31, 1998.
     8.  Statements of Changes in Net Assets for the years ended
         December 31, 1998 and 1997.
     9.  Notes to Financial Statements - December 31, 1998 and 1997.

The following consolidated financial statements of the Company are
included in Part B hereof:

     1.  Independent Auditors' Report.

     2.  Consolidated Balance Sheets as of December 31, 1998 and 1997.

     3.  Consolidated Statements of Income for the years ended December 31,
         1998, 1997  and 1996.

     4.  Consolidated Statements of Shareholder's Equity for the
         years ended December 31, 1998, 1997, and 1996.

     5.  Consolidated Statements of Cash Flows for the years ended
         December 31, 1998, 1997, and 1996.

     6.  Notes to Consolidated Financial Statements - December 31,
         1998, 1997, and 1996.

b.         Exhibits
           ---------------------------------------------------------------

       1.  Resolution of Board of Directors of the Company authorizing the
           establishment of the Variable Account.**

       2.  Not Applicable.

       3.(i)  Form of Principal Underwriter's Agreement. +
         (ii) Form of Selling Agreement. +

       4.(i) Individual Flexible Purchase Payment Deferred Variable Annuity
             Contract.***

         (ii)Death Benefit Rider***

        (iii)Rider - Nursing Home Waiver***

          (iv)Death Benefit Endorsements**

          (v) Charitable Remainder Trust Endorsement**

       5.  Application for Variable Annuity. +

       6.(i)   Copy of Articles of Incorporation of the Company.***
         (ii)  Copy of the Bylaws of the Company.***

       7.  Not Applicable.

       8.(i)  Form of Fund Participation Agreement among MFS Variable Insurance
              Trust, Cova Financial Services Life Insurance Company and
              Massachusetts Financial Services Company+

        (ii)  Form of Fund Participation Agreement among Cova Financial
              Services Life Insurance Company, Cova Life Sales Company,
              Alliance Capital Management LP and Alliance Fund Distributors,
              Inc.+

        (iii) Form of Fund Participation Agreement among Oppenheimer Variable
              Account Funds, OppenheimerFunds, Inc. and Cova Financial Services
              Life Insurance Company++

        (iv)  Form of Fund Participation Agreement among Putnam Variable Trust,
              Putnam Mutual Funds Corp. and Cova Financial Services Life
              Insurance Company++

        (v)   Form of Fund Participation Agreement by and among AIM Variable
              Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
              Services Life Insurance Company, on behalf of itself and its
              Separate Accounts, and Cova Life Sales Company++

        (vi)  Form of Fund Participation Agreement among Investors Fund Series,
              Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc.
              and Cova Financial Services Life Insurance Company++

       (vii)  Form of Participation Agreement by and between Goldman Sachs
              Variable Insurance Trust, Goldman, Sachs & Co. and Cova Financial
              Services Life Insurance Company++

       (viii) Form of Participation Agreement among Russell Insurance Funds,
              Russell Fund Distributors, Inc. and Cova Financial Services Life
              Insurance Company++

        (ix)  Form of Participation Agreement among Liberty Variable Investment
              Trust, Liberty Financial Investments, Inc. and Cova Financial
              Services Life Insurance Company++

        (x)   Form of Participation Agreement among Templeton Variable Products
              Series Fund, Franklin Templeton Distributors, Inc. and Cova
              Financial Services Life Insurance Company**

       9.  Opinion and Consent of Counsel.

      10.  Consent of Independent Auditors.

      11.  Not Applicable.

      12.  Agreement Governing Contribution.**

      13.  Calculation of Performance Information

      14.  Company Organizational Chart.***

      27.  Not Applicable

     ***Incorporated by reference to Registrant's Form N-4 (File Nos. 333-34741
     and 811-05200) electronically filed on August 29, 1997.

     +Incorporated by reference to Registrants Pre-Effective Amendment No. 1
     to Form N-4 electronically filed on November 19, 1997.

     ++Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
     electronically filed on January 26, 1998.

     **Incorporated by reference to Registrant's  Post-Effective Amendment No. 4
     (File Nos. 333-34741 and 811-05200) electronically field on April 30, 1999.

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:


<TABLE>
<CAPTION>
<S>                               <C>
Name and Principal                Positions and Offices
 Business Address                 with Depositor
_______________________________   ____________________________________
Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Barber                    Director
13045 Tesson Ferry Road
St. Louis, MO 63128

William P. Boscow                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Connie A. Doern                   Vice President
4700 Westown Parkway
West Des Moines, IA 50266

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Executive Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market St.
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Lisa O. Kirchner                  Vice President
4700 Westown Parkway
West Des Moines, IA 50266

James W. Koeger                   Assistant Treasurer
700 Market Street
St. Louis, MO 63101

William C. Mair                   Vice President
One Tower Lane, Suite 3000        and Director
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market St.
St. Louis, MO 63101

Mark E. Reynolds                  Executive Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Myron H. Sandberg                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Schaus                    Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Bernard J. Spaulding              Senior Vice President and General
One Tower Lane, Suite 3000        Counsel
Oakbrook Terrace, IL 60181-4644

Joann T. Tanaka                   Senior Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Patricia M. Wersching             Assistant Treasurer
700 Market Street
St. Louis, MO 63101

Peter L. Witkewiz                 Vice President and Controller
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644
</TABLE>


ITEM 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
           REGISTRANT

A company  organizational  chart was filed in  Registrant's  Form N-4 (File Nos.
333-34741 and 811-05200) filed August 29, 1997 as Exhibit 14 and is incorporated
herein by reference.


ITEM 27.   NUMBER OF CONTRACT OWNERS

As of November 9, 1999 there were 1223 Qualified Contract Owners and 4772
Non-Qualified Contract Owners.

ITEM 28.   INDEMNIFICATION

The Bylaws of the Company (Article IV, Section 1) provide that:

Each person who is or was a director,  officer or employee of the corporation or
is or was serving at the request of the  corporation  as a director,  officer or
employee of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person) shall be indemnified  by the  corporation as of right to the full extent
permitted or authorized  by the laws of the State of Missouri,  as now in effect
and as hereafter amended, against any liability,  judgment, fine, amount paid in
settlement, cost and expenses (including attorney's fees) asserted or threatened
against and  incurred  by such  person in his  capacity as or arising out of his
status as a director,  officer or employee of the  corporation  or if serving at
the request of the  corporation,  as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
indemnification  provided by this bylaw  provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under  any  agreement,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  and shall not limit in any way any right which the  corporation  may
have to make  different or further  indemnification  with respect to the same or
different persons or classes of persons.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

ITEM 29.   PRINCIPAL UNDERWRITERS

     (a) Cova Life Sales Company is the principal  underwriter for the following
investment companies (other than Registrant):

Cova Variable Annuity Account Five
First Cova Variable Annuity Account One
Cova Variable Life Account One
Cova Variable Life Account Five
Cova Variable Annuity Account Four
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
Security Equity Separate Account 26
Security Equity Separate Account 27

     (b) Cova Life Sales Company is the principal underwriter for the Contracts.
The following persons are the officers and directors of Cova Life Sales Company.
The principal  business address for each officer and director of Cova Life Sales
Company is One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

<TABLE>
<CAPTION>
<S>                 <C>
Name and Principal  Positions and Offices
 Business Address   with Underwriter
- ------------------  --------------------------
Lorry J. Stensrud     Director

Patricia E. Gubbe     President, Chief Compliance Officer
                       and Director

William C. Mair       Director

Philip A. Haley       Vice President

Shari Ruecker         Vice President

Mark E. Reynolds      Treasurer

James W. Koeger       Assistant Treasurer

Bernard J. Spaulding  Secretary
</TABLE>


     (c)  Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

William Flory,  whose address is One Tower Lane, Suite 3000,  Oakbrook  Terrace,
Illinois  60181-4644  maintains  physical  possession of the accounts,  books or
documents of the Variable  Account required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules promulgated thereunder.

ITEM 31.   MANAGEMENT SERVICES

Not Applicable.

ITEM 32.     UNDERTAKINGS

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant  hereby  undertakes  to deliver any  Statement of Additional
Information and any financial statement required to be made available under this
Form promptly upon written or oral request.

     d. Cova  Financial  Services  Life  Insurance  Company  ("Company")  hereby
represents that the fees and charges  deducted under the Contracts  described in
the  Prospectus,  in the  aggregate,  are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                               REPRESENTATIONS

     The Company  hereby  represents  that it is relying upon a No Action Letter
issued to the  American  Council  of Life  Insurance  dated  November  28,  1988
(Commission ref.  IP-6-88) and that the following  provisions have been complied
with:

     1. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11)  in each  registration  statement,  including the
prospectus, used in connection with the offer of the contract;

     2. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11) in any sales  literature  used in connection with
the offer of the contract;

     3. Instruct sales  representatives who solicit participants to purchase the
contract  specifically to bring the redemption  restrictions  imposed by Section
403(b)(11) to the attention of the potential participants;

     4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (1)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.


                                  SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement  to be signed  on its  behalf,  in the City of  Oakbrook
Terrace, and State of Illinois on this 9th day of November, 1999.

<TABLE>
<CAPTION>
<S>                                   <C>
                                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                      (Registrant)


                                 By:  COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY


                                 By: /S/ LORRY J. STENSRUD
                                      ____________________________________
                                       Lorry J. Stensrud


                                      COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY
                                      Depositor

                                 By:   /S/ LORRY J. STENSRUD
                                      ____________________________________
                                       Lorry J. Stensrud
</TABLE>


As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.


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

- ----------------------  Chairman of the Board     ------
Richard A. Liddy        and Director               Date

/s/LORRY J. STENSRUD    President and Director    11/8/99
- ----------------------                            ------
Lorry J. Stensrud                                  Date

/s/J. ROBERT HOPSON     Director                  11/9/99
- ----------------------                            ------
J. Robert Hopson                                   Date

William C. Mair*        Director                  11/8/99
- ----------------------                            ------
William C. Mair                                    Date

E. Thomas Hughes, Jr.*  Treasurer and Director    11/8/99
- ----------------------                            ------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  11/8/99
- ----------------------                            ------
Matthew P. McCauley                                Date

John W. Barber*         Director                  11/8/99
- ----------------------                            ------
John W. Barber                                     Date

/s/MARK E. REYNOLDS     Director                  11/9/99
- ----------------------                            ------
Mark E. Reynolds                                   Date


/s/J. TERRI TANAKA                                11/9/99
- ----------------------  Director                  ------
J. Terri Tanaka                                    Date


/s/PETER L. WITKEWIZ                              11/9/99
- ---------------------- Controller                 ------
Peter L. Witkewiz                                  Date
</TABLE>




                                  *By:/s/LORRY J. STENSRUD
                                      ____________________________________
                                      Lorry J. Stensrud, Attorney-in-Fact



                              INDEX TO EXHIBITS

EXHIBIT NO.
EX-99.B9     Opinion and Consent of Counsel
EX-99.B10    Consent of Independent Auditors
EX-99.B13    Calculation of Performance Information

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

November 12, 1999


Board of Directors
Cova Financial Services Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

RE:  Opinion of Counsel - Cova Variable Annuity Account One

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and  Exchange   Commission  of  a  Post-Effective   Amendment  to  a
Registration  Statement on Form N-4 for the Individual Flexible Purchase Payment
Deferred  Variable  Annuity  Contracts  (the  "Contracts")  to be issued by Cova
Financial  Services  Life  Insurance  Company  and its  separate  account,  Cova
Variable Annuity Account One.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

     1. Cova Variable  Annuity  Account One is a Unit  Investment  Trust as that
term is defined  in  Section  4(2) of the  Investment  Company  Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange Commission,
pursuant to Section 8(a) of the Act.

     2. Upon the acceptance of purchase  payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus  contained in the Registration
Statement and upon  compliance  with  applicable  law, such an Owner will have a
legally-issued,  fully  paid,  non-assessable  contractual  interest  under such
Contract.

You may use  this  opinion  letter,  or a copy  thereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Statement of Additional  Information  which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By: /s/RAYMOND A. O'HARA III
    -----------------------------
    Raymond A. O'Hara III



CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Cova Financial Services Life Insurance Company

We consent to the use of our reports on the consolidated financial statements
of Cova Financial Services Life Insurance Company and subsidiaries (the
Company) dated March 4, 1999, and on the financial statements of the sub-
accounts of Cova Variable Annuity Account One dated March 1, 1999, and to
the reference to our firm under the heading "Experts" in the Statement of
Additional Information in the Post-Effective Amendment No. 5 to the
Registration Statement (Form N-4, No. 333-34741) of Cova Variable Annuity
Account One.

                                                    /S/ KPMG LLP

Chicago, Illinois
November 10, 1999


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Standard 1 Year Performance Data- Part I
As of 6/30/99

                                              Date  Transaction     Amount         Unit      Unit Balance Transaction     Unit
                                                                                  Value        Before        Units       Balance
                                                                                             Transaction                  After
                                                                                                                       Transaction

Cova Series Trust Bond Debenture
<S>                                      <C>  <C>                    <C>          <C>                         <C>          <C>
                                         6/30/1998 purchase          1,000.00     13.512812            -      74.0038      74.0038
                                         6/30/1999 annual fee           (1.00)    13.536168      74.0038      (0.0739)     73.9299
                                         6/30/1999 surrender fee       (45.00)    13.536168      73.9299      (3.3244)     70.6055
General American Capital Company Money Market
                                         6/30/1998 purchase          1,000.00     10.891338            -      91.8161      91.8161
                                         6/30/1999 annual fee           (1.04)    11.299196      91.8161      (0.0920)     91.7241
                                         6/30/1999 surrender fee       (45.00)    11.299196      91.7241      (3.9826)     87.7415
Cova Series Trust Developing Growth
                                         6/30/1998 purchase          1,000.00     11.313738            -      88.3881      88.3881
                                         6/30/1999 annual fee           (1.12)    12.724192      88.3881      (0.0880)     88.3001
                                         6/30/1999 surrender fee       (45.00)    12.724192      88.3001      (3.5366)     84.7635
Cova Series Trust Large Cap Research
                                         6/30/1998 purchase          1,000.00     11.344054            -      88.1519      88.1519
                                         6/30/1999 annual fee           (1.17)    13.320553      88.1519      (0.0878)     88.0641
                                         6/30/1999 surrender fee       (45.00)    13.320553      88.0641      (3.3782)     84.6859
Cova Series Trust Mid-Cap Value
                                         6/30/1998 purchase          1,000.00     11.209641            -      89.2089      89.2089
                                         6/30/1999 annual fee           (1.03)    11.560414      89.2089      (0.0891)     89.1198
                                         6/30/1999 surrender fee       (45.00)    11.560414      89.1198      (3.8926)     85.2272
Cova Series Trust Quality Bond
                                         6/30/1998 purchase          1,000.00     11.525607            -      86.7633      86.7633
                                         6/30/1999 annual fee           (1.00)    11.582126      86.7633      (0.0863)     86.6770
                                         6/30/1999 surrender fee       (45.00)    11.582126      86.6770      (3.8853)     82.7917
Cova Series Trust Small Cap Stock
                                         6/30/1998 purchase          1,000.00     14.018877            -      71.3324      71.3324
                                         6/30/1999 annual fee           (0.95)    13.249386      71.3324      (0.0717)     71.2607
                                         6/30/1999 surrender fee       (45.00)    13.249386      71.2607      (3.3964)     67.8643
Cova Series Trust Large Cap Stock
                                         6/30/1998 purchase          1,000.00     17.659381            -      56.6271      56.6271
                                         6/30/1999 annual fee           (1.23)    21.760453      56.6271      (0.0565)     56.5706
                                         6/30/1999 surrender fee       (45.00)    21.760453      56.5706      (2.0680)     54.5026
Cova Series Trust Select Equity
                                         6/30/1998 purchase          1,000.00     15.795533            -      63.3090      63.3090
                                         6/30/1999 annual fee           (1.19)    18.786819      63.3090      (0.0633)     63.2457
                                         6/30/1999 surrender fee       (45.00)    18.786819      63.2457      (2.3953)     60.8504
Cova Series Trust International Equity
                                         6/30/1998 purchase          1,000.00     13.059689            -      76.5715      76.5715
                                         6/30/1999 annual fee           (1.04)    13.530211      76.5715      (0.0769)     76.4946
                                         6/30/1999 surrender fee       (45.00)    13.530211      76.4946      (3.3259)     73.1687
Russell Multi-Style Equity
                                         6/30/1998 purchase          1,000.00     11.950204            -      83.6806      83.6806
                                         6/30/1999 annual fee           (1.18)    14.136244      83.6806      (0.0835)     83.5971
                                         6/30/1999 surrender fee       (45.00)    14.136244      83.5971      (3.1833)     80.4138
Russell Aggressive Equity
                                         6/30/1998 purchase          1,000.00     10.629243            -      94.0801      94.0801
                                         6/30/1999 annual fee           (0.94)     9.994595      94.0801      (0.0941)     93.9860
                                         6/30/1999 surrender fee       (45.00)     9.994595      93.9860      (4.5024)     89.4836
Russell Non-U.S.
                                         6/30/1998 purchase          1,000.00     11.200649            -      89.2805      89.2805
                                         6/30/1999 annual fee           (1.06)    11.843135      89.2805      (0.0895)     89.1910
                                         6/30/1999 surrender fee       (45.00)    11.843135      89.1910      (3.7997)     85.3913
Russell Core Bond
                                         6/30/1998 purchase          1,000.00     10.315688            -      96.9397      96.9397
                                         6/30/1999 annual fee           (1.01)    10.400162      96.9397      (0.0971)     96.8426
                                         6/30/1999 surrender fee       (45.00)    10.400162      96.8426      (4.3269)     92.5157
AIM V.I. Value
                                         6/30/1998 purchase          1,000.00     11.764796            -      84.9993      84.9993
                                         6/30/1999 annual fee           (1.26)    14.842562      84.9993      (0.0849)     84.9144
                                         6/30/1999 surrender fee       (45.00)    14.842562      84.9144      (3.0318)     81.8826
AIM V.I. Capital Appreciation
                                         6/30/1998 purchase          1,000.00     11.210744            -      89.2001      89.2001
                                         6/30/1999 annual fee           (1.14)    12.802441      89.2001      (0.0890)     89.1111
                                         6/30/1999 surrender fee       (45.00)    12.802441      89.1111      (3.5150)     85.5961
AIM V.I. International Equity
                                         6/30/1998 purchase          1,000.00     11.800847            -      84.7397      84.7397
                                         6/30/1999 annual fee           (1.00)    11.814369      84.7397      (0.0846)     84.6551
                                         6/30/1999 surrender fee       (45.00)    11.814369      84.6551      (3.8089)     80.8462
Alliance Premier Growth
                                         6/30/1998 purchase          1,000.00     12.751717            -      78.4208      78.4208
                                         6/30/1999 annual fee           (1.29)    16.395203      78.4208      (0.0787)     78.3421
                                         6/30/1999 surrender fee       (45.00)    16.395203      78.3421      (2.7447)     75.5974

Alliance Real Estate Investment
                                         6/30/1998 purchase          1,000.00      9.295588            -     107.5779     107.5779
                                         6/30/1999 annual fee           (0.90)     8.410331     107.5779      (0.1070)    107.4709
                                         6/30/1999 surrender fee       (45.00)     8.410331     107.4709      (5.3506)    102.1203
Liberty Newport Tiger Fund, Variable Series
                                         6/30/1998 purchase          1,000.00      7.316828            -     136.6712     136.6712
                                         6/30/1999 annual fee           (1.62)    11.850543     136.6712      (0.1367)    136.5345
                                         6/30/1999 surrender fee       (45.00)    11.850543     136.5345      (3.7973)    132.7372
Goldman Sachs Growth and Income
                                         6/30/1998 purchase          1,000.00     10.776200            -      92.7971      92.7971
                                         6/30/1999 annual fee           (1.01)    10.866470      92.7971      (0.0929)     92.7042
                                         6/30/1999 surrender fee       (45.00)    10.866470      92.7042      (4.1412)     88.5630
Goldman Sachs International Equity
                                         6/30/1998 purchase          1,000.00     11.429119            -      87.4958      87.4958
                                         6/30/1999 annual fee           (1.02)    11.628506      87.4958      (0.0877)     87.4081
                                         6/30/1999 surrender fee       (45.00)    11.628506      87.4081      (3.8698)     83.5383
Goldman Sachs Global Income
                                         6/30/1998 purchase          1,000.00     10.297894            -      97.1072      97.1072
                                         6/30/1999 annual fee           (1.02)    10.551525      97.1072      (0.0967)     97.0105
                                         6/30/1999 surrender fee       (45.00)    10.551525      97.0105      (4.2648)     92.7457
Kemper Small Cap Growth
                                         6/30/1998 purchase          1,000.00     11.245417            -      88.9251      88.9251
                                         6/30/1999 annual fee           (1.07)    12.075969      88.9251      (0.0886)     88.8365
                                         6/30/1999 surrender fee       (45.00)    12.075969      88.8365      (3.7264)     85.1101
Kemper Small Cap Value
                                         6/30/1998 purchase          1,000.00     10.160018            -      98.4250      98.4250
                                         6/30/1999 annual fee           (0.91)     9.212540      98.4250      (0.0988)     98.3262
                                         6/30/1999 surrender fee       (45.00)     9.212540      98.3262      (4.8846)     93.4416
Kemper Government Securities
                                         6/30/1998 purchase          1,000.00     10.264104            -      97.4269      97.4269
                                         6/30/1999 annual fee           (1.02)    10.486805      97.4269      (0.0973)     97.3296
                                         6/30/1999 surrender fee       (45.00)    10.486805      97.3296      (4.2911)     93.0385
MFS Research
                                         6/30/1998 purchase          1,000.00     11.808504            -      84.6847      84.6847
                                         6/30/1999 annual fee           (1.11)    13.158217      84.6847      (0.0844)     84.6003
                                         6/30/1999 surrender fee       (45.00)    13.158217      84.6003      (3.4199)     81.1804
MFS Growth with Income
                                         6/30/1998 purchase          1,000.00     11.535562            -      86.6885      86.6885
                                         6/30/1999 annual fee           (1.10)    12.683197      86.6885      (0.0867)     86.6018
                                         6/30/1999 surrender fee       (45.00)    12.683197      86.6018      (3.5480)     83.0538

MFS Emerging Growth
                                         6/30/1998 purchase          1,000.00     12.073075            -      82.8289      82.8289
                                         6/30/1999 annual fee           (1.23)    14.825001      82.8289      (0.0830)     82.7459
                                         6/30/1999 surrender fee       (45.00)    14.825001      82.7459      (3.0354)     79.7105
MFS / Foreign & Colonial Emerging Markets Equity
                                         6/30/1998 purchase          1,000.00      8.675954            -     115.2611     115.2611
                                         6/30/1999 annual fee           (0.92)     7.986146     115.2611      (0.1152)    115.1459
                                         6/30/1999 surrender fee       (45.00)     7.986146     115.1459      (5.6348)    109.5111
MFS High Income
                                         6/30/1998 purchase          1,000.00     10.396518            -      96.1860      96.1860
                                         6/30/1999 annual fee           (0.99)    10.262353      96.1860      (0.0965)     96.0895
                                         6/30/1999 surrender fee       (45.00)    10.262353      96.0895      (4.3850)     91.7045
MFS Global Governments
                                         6/30/1998 purchase          1,000.00     10.172638            -      98.3029      98.3029
                                         6/30/1999 annual fee           (1.01)    10.290122      98.3029      (0.0982)     98.2047
                                         6/30/1999 surrender fee       (45.00)    10.290122      98.2047      (4.3731)     93.8316
Oppenheimer Capital Appreciation
                                         6/30/1998 purchase          1,000.00     11.627266            -      86.0047      86.0047
                                         6/30/1999 annual fee           (1.21)    14.069924      86.0047      (0.0860)     85.9187
                                         6/30/1999 surrender fee       (45.00)    14.069924      85.9187      (3.1983)     82.7204
Oppenheimer Main Street Growth & Income
                                         6/30/1998 purchase          1,000.00     11.232688            -      89.0259      89.0259
                                         6/30/1999 annual fee           (1.05)    11.756598      89.0259      (0.0893)     88.9366
                                         6/30/1999 surrender fee       (45.00)    11.756598      88.9366      (3.8276)     85.1090
Oppenheimer High Income
                                         6/30/1998 purchase          1,000.00     10.407015            -      96.0890      96.0890
                                         6/30/1999 annual fee           (0.98)    10.198942      96.0890      (0.0961)     95.9929
                                         6/30/1999 surrender fee       (45.00)    10.198942      95.9929      (4.4122)     91.5807
Oppenheimer Bond
                                         6/30/1998 purchase          1,000.00     10.323456            -      96.8668      96.8668
                                         6/30/1999 annual fee           (1.00)    10.283438      96.8668      (0.0972)     96.7696
                                         6/30/1999 surrender fee       (45.00)    10.283438      96.7696      (4.3760)     92.3936
Oppenheimer Strategic Bond
                                         6/30/1998 purchase          1,000.00     10.263162            -      97.4359      97.4359
                                         6/30/1999 annual fee           (0.98)    10.094897      97.4359      (0.0971)     97.3388
                                         6/30/1999 surrender fee       (45.00)    10.094897      97.3388      (4.4577)     92.8811
Putnam VT Growth and Income
                                         6/30/1998 purchase          1,000.00     10.917315            -      91.5976      91.5976
                                         6/30/1999 annual fee           (1.15)    12.503038      91.5976      (0.0920)     91.5056
                                         6/30/1999 surrender fee       (45.00)    12.503038      91.5056      (3.5991)     87.9065

Putnam VT New Value
                                         6/30/1998 purchase          1,000.00     10.313419            -      96.9611      96.9611
                                         6/30/1999 annual fee           (1.15)    11.899961      96.9611      (0.0966)     96.8645
                                         6/30/1999 surrender fee       (45.00)    11.899961      96.8645      (3.7815)     93.0830
Putnam VT Vista
                                         6/30/1998 purchase          1,000.00     11.611220            -      86.1236      86.1236
                                         6/30/1999 annual fee           (1.14)    13.199054      86.1236      (0.0864)     86.0372
                                         6/30/1999 surrender fee       (45.00)    13.199054      86.0372      (3.4093)     82.6279
Putnam VT International Growth
                                         6/30/1998 purchase          1,000.00     11.897017            -      84.0547      84.0547
                                         6/30/1999 annual fee           (1.10)    13.062217      84.0547      (0.0842)     83.9705
                                         6/30/1999 surrender fee       (45.00)    13.062217      83.9705      (3.4451)     80.5254
Putnam VT International New Opportunities
                                         6/30/1998 purchase          1,000.00     11.552897            -      86.5584      86.5584
                                         6/30/1999 annual fee           (1.17)    13.536626      86.5584      (0.0864)     86.4720
                                         6/30/1999 surrender fee       (45.00)    13.536626      86.4720      (3.3243)     83.1477
Templeton International
                                         6/30/1998 purchase          1,000.00      9.637200            -     103.7646     103.7646
                                         6/30/1999 annual fee           (1.04)    10.014949     103.7646      (0.1038)    103.6608
                                         6/30/1999 surrender fee       (45.00)    10.014949     103.6608      (4.4933)     99.1675
Templeton Developing Markets
                                         6/30/1998 purchase          1,000.00      7.369957            -     135.6860     135.6860
                                         6/30/1999 annual fee           (1.46)    10.737070     135.6860      (0.1360)    135.5500
                                         6/30/1999 surrender fee       (45.00)    10.737070     135.5500      (4.1911)    131.3589
Templeton Mutual Shares Investments
                                         6/30/1998 purchase          1,000.00      9.509571            -     105.1572     105.1572
                                         6/30/1999 annual fee           (1.16)    11.009906     105.1572      (0.1054)    105.0518
                                         6/30/1999 surrender fee       (45.00)    11.009906     105.0518      (4.0872)    100.9646
</TABLE>


<TABLE>
<CAPTION>
  Account      Account
   Value        Value
  Before        After
Transaction  Transaction

<S>             <C>
          -     1,000.00
   1,001.73     1,000.73
   1,000.73       955.73

          -     1,000.00
   1,037.45     1,036.41
   1,036.41       991.41

          -     1,000.00
   1,124.67     1,123.55
   1,123.55     1,078.55

          -     1,000.00
   1,174.23     1,173.06
   1,173.06     1,128.06

          -     1,000.00
   1,031.29     1,030.26
   1,030.26       985.26

          -     1,000.00
   1,004.90     1,003.90
   1,003.90       958.90

          -     1,000.00
     945.11       944.16
     944.16       899.16

          -     1,000.00
   1,232.23     1,231.00
   1,231.00     1,186.00

          -     1,000.00
   1,189.37     1,188.19
   1,188.19     1,143.19

          -     1,000.00
   1,036.03     1,034.99
   1,034.99       989.99

          -     1,000.00
   1,182.93     1,181.75
   1,181.75     1,136.75

          -     1,000.00
     940.29       939.35
     939.35       894.35

          -     1,000.00
   1,057.36     1,056.30
   1,056.30     1,011.30

          -     1,000.00
   1,008.19     1,007.18
   1,007.18       962.18

          -     1,000.00
   1,261.61     1,260.35
   1,260.35     1,215.35

          -     1,000.00
   1,141.98     1,140.84
   1,140.84     1,095.84

          -     1,000.00
   1,001.15     1,000.15
   1,000.15       955.15

          -     1,000.00
   1,285.72     1,284.43
   1,284.43     1,239.43


          -     1,000.00
     904.77       903.87
     903.87       858.87

          -     1,000.00
   1,619.63     1,618.01
   1,618.01     1,573.01

          -     1,000.00
   1,008.38     1,007.37
   1,007.37       962.37

          -     1,000.00
   1,017.45     1,016.43
   1,016.43       971.43

          -     1,000.00
   1,024.63     1,023.61
   1,023.61       978.61

          -     1,000.00
   1,073.86     1,072.79
   1,072.79     1,027.79

          -     1,000.00
     906.74       905.83
     905.83       860.83

          -     1,000.00
   1,021.70     1,020.68
   1,020.68       975.68

          -     1,000.00
   1,114.30     1,113.19
   1,113.19     1,068.19

          -     1,000.00
   1,099.49     1,098.39
   1,098.39     1,053.39


          -     1,000.00
   1,227.94     1,226.71
   1,226.71     1,181.71

          -     1,000.00
     920.49       919.57
     919.57       874.57

          -     1,000.00
     987.09       986.10
     986.10       941.10

          -     1,000.00
   1,011.55     1,010.54
   1,010.54       965.54

          -     1,000.00
   1,210.08     1,208.87
   1,208.87     1,163.87

          -     1,000.00
   1,046.64     1,045.59
   1,045.59     1,000.59

          -     1,000.00
     980.01       979.03
     979.03       934.03

          -     1,000.00
     996.12       995.12
     995.12       950.12

          -     1,000.00
     983.61       982.63
     982.63       937.63

          -     1,000.00
   1,145.25     1,144.10
   1,144.10     1,099.10


          -     1,000.00
   1,153.83     1,152.68
   1,152.68     1,107.68

          -     1,000.00
   1,136.75     1,135.61
   1,135.61     1,090.61

          -     1,000.00
   1,097.94     1,096.84
   1,096.84     1,051.84

          -     1,000.00
   1,171.71     1,170.54
   1,170.54     1,125.54

          -     1,000.00
   1,039.20     1,038.16
   1,038.16       993.16

          -     1,000.00
   1,456.87     1,455.41
   1,455.41     1,410.41

          -     1,000.00
   1,157.77     1,156.61
   1,156.61     1,111.61
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Standard 1 Year Performance- Part I
As of  6/30/1999

                   Sub-Account                          Total       Account     Unit Value     Initial     Inception   Days Since
                                                       Return        Value       6/30/1999   Investment      Date       Inception

<S>                                                                                                          <C> <C>           <C>
Cova Series Trust Lord Abbett Growth and Income                                                              1/8/1999          173
Cova Series Trust Bond Debenture                          -4.43%        955.73    13.536168     1,000.00     5/1/1996        1,155
General American Capital Company Money Market             -0.86%        991.41    11.299196     1,000.00     6/3/1996        1,122
Cova Series Trust Developing Growth                        7.85%      1,078.55    12.724192     1,000.00    8/20/1997          679
Cova Series Trust Large Cap Research                      12.81%      1,128.06    13.320553     1,000.00    8/20/1997          679
Cova Series Trust Mid-Cap Value                           -1.47%        985.26    11.560414     1,000.00    8/20/1997          679
Cova Series Trust Quality Bond                            -4.11%        958.90    11.582126     1,000.00     5/1/1996        1,155
Cova Series Trust Small Cap Stock                        -10.08%        899.16    13.249386     1,000.00     5/1/1996        1,155
Cova Series Trust Large Cap Stock                         18.60%      1,186.00    21.760453     1,000.00     5/1/1996        1,155
Cova Series Trust Select Equity                           14.32%      1,143.19    18.786819     1,000.00     5/1/1996        1,155
Cova Series Trust International Equity                    -1.00%        989.99    13.530211     1,000.00     5/1/1996        1,155
Russell Multi-Style Equity                                13.68%      1,136.75    14.136244     1,000.00   12/31/1997          546
Russell Aggressive Equity                                -10.57%        894.35     9.994595     1,000.00   12/31/1997          546
Russell Non-U.S.                                           1.13%      1,011.30    11.843135     1,000.00   12/31/1997          546
Russell Core Bond                                         -3.78%        962.18    10.400162     1,000.00   12/31/1997          546
AIM V.I. Value                                            21.54%      1,215.35    14.842562     1,000.00   12/31/1997          546
AIM V.I. Capital Appreciation                              9.58%      1,095.84    12.802441     1,000.00   12/31/1997          546
AIM V.I. International Equity                             -4.49%        955.15    11.814369     1,000.00   12/31/1997          546
Alliance Premier Growth                                   23.94%      1,239.43    16.395203     1,000.00   12/31/1997          546
Alliance Real Estate Investment                          -14.11%        858.87     8.410331     1,000.00   12/31/1997          546
Liberty Newport Tiger Fund, Variable Series               57.30%      1,573.01    11.850543     1,000.00   12/31/1997          546
Goldman Sachs Growth and Income                           -3.76%        962.37    10.866470     1,000.00    1/29/1998          517
Goldman Sachs International Equity                        -2.86%        971.43    11.628506     1,000.00    1/29/1998          517
Goldman Sachs Global Income                               -2.14%        978.61    10.551525     1,000.00    1/29/1998          517
Kemper Small Cap Growth                                    2.78%      1,027.79    12.075969     1,000.00   12/31/1997          546
Kemper Small Cap Value                                   -13.92%        860.83     9.212540     1,000.00   12/31/1997          546
Kemper Government Securities                              -2.43%        975.68    10.486805     1,000.00   12/31/1997          546
MFS Research                                               6.82%      1,068.19    13.158217     1,000.00   12/31/1997          546
MFS Growth with Income                                     5.34%      1,053.39    12.683197     1,000.00   12/31/1997          546
MFS Emerging Growth                                       18.17%      1,181.71    14.825001     1,000.00   12/31/1997          546
MFS /  Foreign & Colonial Emerging Markets Equity        -12.54%        874.57     7.986146     1,000.00   12/31/1997          546
MFS High Income                                           -5.89%        941.10    10.262353     1,000.00   12/31/1997          546
MFS Global Governments                                    -3.45%        965.54    10.290122     1,000.00   12/31/1997          546
Oppenheimer Capital Appreciation                          16.39%      1,163.87    14.069924     1,000.00   12/31/1997          546
Oppenheimer Main Street Growth & Income                    0.06%      1,000.59    11.756598     1,000.00   12/31/1997          546
Oppenheimer High Income                                   -6.60%        934.03    10.198942     1,000.00   12/31/1997          546
Oppenheimer Bond                                          -4.99%        950.12    10.283438     1,000.00   12/31/1997          546
Oppenheimer Strategic Bond                                -6.24%        937.63    10.094897     1,000.00   12/31/1997          546
Putnam VT Growth and Income                                9.91%      1,099.10    12.503038     1,000.00   12/31/1997          546
Putnam VT New Value                                       10.77%      1,107.68    11.899961     1,000.00   12/31/1997          546
Putnam VT Vista                                            9.06%      1,090.61    13.199054     1,000.00   12/31/1997          546
Putnam VT International Growth                             5.18%      1,051.84    13.062217     1,000.00   12/31/1997          546
Putnam VT International New Opportunities                 12.55%      1,125.54    13.536626     1,000.00   12/31/1997          546
Franklin Small Cap Investments                                                                               3/1/1999          121
Templeton International                                   -0.68%        993.16    10.014949     1,000.00     5/1/1998          425
Templeton Developing Markets                              41.04%      1,410.41    10.737070     1,000.00     5/1/1998          425
Templeton Mutual Shares Investments                       11.16%      1,111.61    11.009906     1,000.00     5/1/1998          425
</TABLE>






<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Standard Since Inception Performance Data- Part I
As of 6/30/99

                                              Date  Transaction     Amount         Unit      Unit Balance Transaction     Unit
                                                                                  Value        Before        Units       Balance
                                                                                             Transaction                  After
                                                                                                                       Transaction

Cova Series Trust Lord Abbett Growth and Income
<S>                                       <C> <C>                    <C>          <C>                         <C>          <C>
                                          1/8/1999 purchase          1,000.00     35.903757            -      27.8522      27.8522
                                         6/30/1999 annual fee           (1.09)    39.095065      27.8522      (0.0279)     27.8243
                                         6/30/1999 surrender fee       (50.00)    39.095065      27.8243      (1.2789)     26.5454
Cova Series Trust Bond Debenture
                                          5/1/1996 purchase          1,000.00     10.097690            -      99.0326      99.0326
                                          5/1/1997 annual fee           (1.14)    11.516923      99.0326      (0.0990)     98.9336
                                          5/1/1998 annual fee           (1.34)    13.535615      98.9336      (0.0990)     98.8346
                                         6/30/1999 annual fee           (1.34)    13.536168      98.8346      (0.0990)     98.7356
                                         6/30/1999 surrender fee       (45.00)    13.536168      98.7356      (3.3244)     95.4112
General American Capital Company  Money Market
                                          6/3/1996 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          6/3/1997 annual fee           (1.04)    10.410578     100.0000      (0.0999)     99.9001
                                          6/3/1998 annual fee           (1.08)    10.858145      99.9001      (0.0995)     99.8006
                                         6/30/1999 annual fee           (1.13)    11.299196      99.8006      (0.1000)     99.7006
                                         6/30/1999 surrender fee       (45.00)    11.299196      99.7006      (3.9826)     95.7180
Cova Series Trust Developing Growth
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee           (0.98)     9.823023     100.0000      (0.0998)     99.9002
                                         6/30/1999 annual fee           (1.27)    12.724192      99.9002      (0.0998)     99.8004
                                         6/30/1999 surrender fee       (45.00)    12.724192      99.8004      (3.5366)     96.2638
Cova Series Trust Large Cap Research
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee           (1.05)    10.537316     100.0000      (0.0996)     99.9004
                                         6/30/1999 annual fee           (1.33)    13.320553      99.9004      (0.0998)     99.8006
                                         6/30/1999 surrender fee       (45.00)    13.320553      99.8006      (3.3782)     96.4224
Cova Series Trust Mid-Cap Value
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee           (0.99)     9.919404     100.0000      (0.0998)     99.9002
                                         6/30/1999 annual fee           (1.15)    11.560414      99.9002      (0.0995)     99.8007
                                         6/30/1999 surrender fee       (45.00)    11.560414      99.8007      (3.8926)     95.9081

Cova Series Trust Quality Bond
                                          5/1/1996 purchase          1,000.00      9.897228            -     101.0384     101.0384
                                          5/1/1997 annual fee           (1.05)    10.405141     101.0384      (0.1009)    100.9375
                                          5/1/1998 annual fee           (1.15)    11.356198     100.9375      (0.1013)    100.8362
                                         6/30/1999 annual fee           (1.17)    11.582126     100.8362      (0.1010)    100.7352
                                         6/30/1999 surrender fee       (45.00)    11.582126     100.7352      (3.8853)     96.8499
Cova Series Trust Small Cap Stock
                                          5/1/1996 purchase          1,000.00     10.512560            -      95.1243      95.1243
                                          5/1/1997 annual fee           (0.99)    10.358427      95.1243      (0.0956)     95.0287
                                          5/1/1998 annual fee           (1.42)    14.969970      95.0287      (0.0949)     94.9338
                                         6/30/1999 annual fee           (1.26)    13.249386      94.9338      (0.0951)     94.8387
                                         6/30/1999 surrender fee       (45.00)    13.249386      94.8387      (3.3964)     91.4423
Cova Series Trust Large Cap Stock
                                          5/1/1996 purchase          1,000.00     10.003025            -      99.9698      99.9698
                                          5/1/1997 annual fee           (1.22)    12.198198      99.9698      (0.1000)     99.8698
                                          5/1/1998 annual fee           (1.75)    17.502632      99.8698      (0.1000)     99.7698
                                         6/30/1999 annual fee           (2.17)    21.760453      99.7698      (0.0997)     99.6701
                                         6/30/1999 surrender fee       (45.00)    21.760453      99.6701      (2.0680)     97.6021
Cova Series Trust Select Equity
                                          5/1/1996 purchase          1,000.00     10.083890            -      99.1681      99.1681
                                          5/1/1997 annual fee           (1.14)    11.445501      99.1681      (0.0996)     99.0685
                                          5/1/1998 annual fee           (1.60)    16.125129      99.0685      (0.0992)     98.9693
                                         6/30/1999 annual fee           (1.86)    18.786819      98.9693      (0.0990)     98.8703
                                         6/30/1999 surrender fee       (45.00)    18.786819      98.8703      (2.3953)     96.4750
Cova Series Trust International Equity
                                          5/1/1996 purchase          1,000.00     10.214899            -      97.8962      97.8962
                                          5/1/1997 annual fee           (1.09)    11.135715      97.8962      (0.0979)     97.7983
                                          5/1/1998 annual fee           (1.28)    13.138587      97.7983      (0.0974)     97.7009
                                         6/30/1999 annual fee           (1.32)    13.530211      97.7009      (0.0976)     97.6033
                                         6/30/1999 surrender fee       (45.00)    13.530211      97.6033      (3.3259)     94.2774
Russell Multi-Style Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.27)    12.694810     100.0000      (0.1000)     99.9000
                                         6/30/1999 annual fee           (1.41)    14.136244      99.9000      (0.0997)     99.8003
                                         6/30/1999 surrender fee       (45.00)    14.136244      99.8003      (3.1833)     96.6170
Russell Aggressive Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.00)     9.963254     100.0000      (0.1004)     99.8996
                                         6/30/1999 annual fee           (1.00)     9.994595      99.8996      (0.1001)     99.7995
                                         6/30/1999 surrender fee       (45.00)     9.994595      99.7995      (4.5024)     95.2971

Russell Non-U.S.
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.11)    11.142092     100.0000      (0.0996)     99.9004
                                         6/30/1999 annual fee           (1.18)    11.843135      99.9004      (0.0996)     99.8008
                                         6/30/1999 surrender fee       (45.00)    11.843135      99.8008      (3.7997)     96.0011
Russell Core Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.06)    10.591175     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (1.04)    10.400162      99.8999      (0.1000)     99.7999
                                         6/30/1999 surrender fee       (45.00)    10.400162      99.7999      (4.3269)     95.4730
AIM V.I. Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.31)    13.060203     100.0000      (0.1003)     99.8997
                                         6/30/1999 annual fee           (1.48)    14.842562      99.8997      (0.0997)     99.8000
                                         6/30/1999 surrender fee       (45.00)    14.842562      99.8000      (3.0318)     96.7682
AIM V.I. Capital Appreciation
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.18)    11.770729     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.28)    12.802441      99.8998      (0.1000)     99.7998
                                         6/30/1999 surrender fee       (45.00)    12.802441      99.7998      (3.5150)     96.2848
AIM V.I. International Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.14)    11.391449     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (1.18)    11.814369      99.8999      (0.0999)     99.8000
                                         6/30/1999 surrender fee       (45.00)    11.814369      99.8000      (3.8089)     95.9911
Alliance Premier Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.46)    14.595485     100.0000      (0.1000)     99.9000
                                         6/30/1999 annual fee           (1.64)    16.395203      99.9000      (0.1000)     99.8000
                                         6/30/1999 surrender fee       (45.00)    16.395203      99.8000      (2.7447)     97.0553
Alliance Real Estate Investment
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.80)     7.988435     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (0.84)     8.410331      99.8999      (0.0999)     99.8000
                                         6/30/1999 surrender fee       (45.00)     8.410331      99.8000      (5.3506)     94.4494
Liberty Newport Tiger Fund, Variable Series
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.92)     9.228765     100.0000      (0.0997)     99.9003
                                         6/30/1999 annual fee           (1.18)    11.850543      99.9003      (0.0996)     99.8007
                                         6/30/1999 surrender fee       (45.00)    11.850543      99.8007      (3.7973)     96.0034

Goldman Sachs Growth and Income
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee           (1.00)     9.973396     100.0000      (0.1003)     99.8997
                                         6/30/1999 annual fee           (1.09)    10.866470      99.8997      (0.1003)     99.7994
                                         6/30/1999 surrender fee       (45.00)    10.866470      99.7994      (4.1412)     95.6582
Goldman Sachs International Equity
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee           (1.16)    11.581610     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.16)    11.628506      99.8998      (0.0998)     99.8000
                                         6/30/1999 surrender fee       (45.00)    11.628506      99.8000      (3.8698)     95.9302
Goldman Sachs Global Income
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee           (1.09)    10.874138     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.05)    10.551525      99.8998      (0.0995)     99.8003
                                         6/30/1999 surrender fee       (45.00)    10.551525      99.8003      (4.2648)     95.5355
Kemper Small Cap Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.17)    11.676086     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.21)    12.075969      99.8998      (0.1002)     99.7996
                                         6/30/1999 surrender fee       (45.00)    12.075969      99.7996      (3.7264)     96.0732
Kemper Small Cap Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.88)     8.753222     100.0000      (0.1005)     99.8995
                                         6/30/1999 annual fee           (0.92)     9.212540      99.8995      (0.0999)     99.7996
                                         6/30/1999 surrender fee       (45.00)     9.212540      99.7996      (4.8846)     94.9150
Kemper Government Securities
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.06)    10.556498     100.0000      (0.1004)     99.8996
                                         6/30/1999 annual fee           (1.05)    10.486805      99.8996      (0.1001)     99.7995
                                         6/30/1999 surrender fee       (45.00)    10.486805      99.7995      (4.2911)     95.5084
MFS Research
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.22)    12.172796     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.31)    13.158217      99.8998      (0.0996)     99.8002
                                         6/30/1999 surrender fee       (45.00)    13.158217      99.8002      (3.4199)     96.3803
MFS Growth with Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.21)    12.066568     100.0000      (0.1003)     99.8997
                                         6/30/1999 annual fee           (1.27)    12.683197      99.8997      (0.1001)     99.7996
                                         6/30/1999 surrender fee       (45.00)    12.683197      99.7996      (3.5480)     96.2516

MFS Emerging Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.32)    13.233235     100.0000      (0.0997)     99.9003
                                         6/30/1999 annual fee           (1.48)    14.825001      99.9003      (0.0998)     99.8005
                                         6/30/1999 surrender fee       (45.00)    14.825001      99.8005      (3.0354)     96.7651
MFS / Foreign & Colonial Emerging Markets Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.66)     6.571830     100.0000      (0.1004)     99.8996
                                         6/30/1999 annual fee           (0.80)     7.986146      99.8996      (0.1002)     99.7994
                                         6/30/1999 surrender fee       (45.00)     7.986146      99.7994      (5.6348)     94.1646
MFS High Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.98)     9.845193     100.0000      (0.0995)     99.9005
                                         6/30/1999 annual fee           (1.03)    10.262353      99.9005      (0.1004)     99.8001
                                         6/30/1999 surrender fee       (45.00)    10.262353      99.8001      (4.3850)     95.4151
MFS Global Governments
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.07)    10.669943     100.0000      (0.1003)     99.8997
                                         6/30/1999 annual fee           (1.03)    10.290122      99.8997      (0.1001)     99.7996
                                         6/30/1999 surrender fee       (45.00)    10.290122      99.7996      (4.3731)     95.4265
Oppenheimer Capital Appreciation
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.22)    12.232731     100.0000      (0.0997)     99.9003
                                         6/30/1999 annual fee           (1.41)    14.069924      99.9003      (0.1002)     99.8001
                                         6/30/1999 surrender fee       (45.00)    14.069924      99.8001      (3.1983)     96.6018
Oppenheimer Main Street Growth & Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.03)    10.326519     100.0000      (0.0997)     99.9003
                                         6/30/1999 annual fee           (1.17)    11.756598      99.9003      (0.0995)     99.8008
                                         6/30/1999 surrender fee       (45.00)    11.756598      99.8008      (3.8276)     95.9732
Oppenheimer High Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.99)     9.893828     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (1.02)    10.198942      99.8999      (0.1000)     99.7999
                                         6/30/1999 surrender fee       (45.00)    10.198942      99.7999      (4.4122)     95.3877
Oppenheimer Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (0.99)     9.893828     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (1.03)    10.283438      99.8999      (0.1002)     99.7997
                                         6/30/1999 surrender fee       (45.00)    10.283438      99.7997      (4.3760)     95.4237

Oppenheimer Strategic Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.02)    10.151332     100.0000      (0.1005)     99.8995
                                         6/30/1999 annual fee           (1.01)    10.094897      99.8995      (0.1001)     99.7994
                                         6/30/1999 surrender fee       (45.00)    10.094897      99.7994      (4.4577)     95.3417
Putnam VT Growth and Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.14)    11.382650     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.25)    12.503038      99.8998      (0.1000)     99.7998
                                         6/30/1999 surrender fee       (45.00)    12.503038      99.7998      (3.5991)     96.2007
Putnam VT New Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.05)    10.483517     100.0000      (0.1002)     99.8998
                                         6/30/1999 annual fee           (1.19)    11.899961      99.8998      (0.1000)     99.7998
                                         6/30/1999 surrender fee       (45.00)    11.899961      99.7998      (3.7815)     96.0183
Putnam VT Vista
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.18)    11.785702     100.0000      (0.1001)     99.8999
                                         6/30/1999 annual fee           (1.32)    13.199054      99.8999      (0.1000)     99.7999
                                         6/30/1999 surrender fee       (45.00)    13.199054      99.7999      (3.4093)     96.3906
Putnam VT International Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.17)    11.707003     100.0000      (0.0999)     99.9001
                                         6/30/1999 annual fee           (1.30)    13.062217      99.9001      (0.0995)     99.8006
                                         6/30/1999 surrender fee       (45.00)    13.062217      99.8006      (3.4451)     96.3555
Putnam International New Opportunities
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee           (1.14)    11.402252     100.0000      (0.1000)     99.9000
                                         6/30/1999 annual fee           (1.35)    13.536626      99.9000      (0.0997)     99.8003
                                         6/30/1999 surrender fee       (45.00)    13.536626      99.8003      (3.3243)     96.4760
Franklin Small Cap Investments
                                          3/1/1999 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         6/30/1999 annual fee           (1.21)    12.110248     100.0000      (0.0999)     99.9001
                                         6/30/1999 surrender fee       (50.00)    12.110248      99.9001      (4.1287)     95.7714
Templeton International
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee           (1.00)     9.996786     100.0000      (0.1000)     99.9000
                                         6/30/1999 annual fee           (1.00)    10.014949      99.9000      (0.0999)     99.8001
                                         6/30/1999 surrender fee       (45.00)    10.014949      99.8001      (4.4933)     95.3068


Templeton Developing Markets
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee           (1.00)     9.972042     100.0000      (0.1003)     99.8997
                                         6/30/1999 annual fee           (1.07)    10.737070      99.8997      (0.0997)     99.8000
                                         6/30/1999 surrender fee       (45.00)    10.737070      99.8000      (4.1911)     95.6089
Templeton Mutual Shares Investments
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee           (1.07)    10.747701     100.0000      (0.0996)     99.9004
                                         6/30/1999 annual fee           (1.10)    11.009906      99.9004      (0.0999)     99.8005
                                         6/30/1999 surrender fee       (45.00)    11.009906      99.8005      (4.0872)     95.7133
</TABLE>


<TABLE>
<CAPTION>
  Account      Account
   Value        Value
  Before        After
Transaction  Transaction

<S>             <C>
          -     1,000.00
   1,088.88     1,087.79
   1,087.79     1,037.79

          -     1,000.00
   1,140.55     1,139.41
   1,339.13     1,337.79
   1,337.84     1,336.50
   1,336.50     1,291.50

          -     1,000.00
   1,041.06     1,040.02
   1,084.73     1,083.65
   1,127.67     1,126.54
   1,126.54     1,081.54

          -     1,000.00
     982.30       981.32
   1,271.15     1,269.88
   1,269.88     1,224.88

          -     1,000.00
   1,053.73     1,052.68
   1,330.73     1,329.40
   1,329.40     1,284.40

          -     1,000.00
     991.94       990.95
   1,154.89     1,153.74
   1,153.74     1,108.74


          -     1,000.00
   1,051.32     1,050.27
   1,146.27     1,145.12
   1,167.90     1,166.73
   1,166.73     1,121.73

          -     1,000.00
     985.34       984.35
   1,422.58     1,421.16
   1,257.81     1,256.55
   1,256.55     1,211.55

          -     1,000.00
   1,219.45     1,218.23
   1,747.98     1,746.23
   2,171.04     2,168.87
   2,168.87     2,123.87

          -     1,000.00
   1,135.03     1,133.89
   1,597.49     1,595.89
   1,859.32     1,857.46
   1,857.46     1,812.46

          -     1,000.00
   1,090.14     1,089.05
   1,284.93     1,283.65
   1,321.91     1,320.59
   1,320.59     1,275.59

          -     1,000.00
   1,269.48     1,268.21
   1,412.21     1,410.80
   1,410.80     1,365.80

          -     1,000.00
     996.33       995.33
     998.46       997.46
     997.46       952.46


          -     1,000.00
   1,114.21     1,113.10
   1,183.13     1,181.95
   1,181.95     1,136.95

          -     1,000.00
   1,059.12     1,058.06
   1,038.98     1,037.94
   1,037.94       992.93

          -     1,000.00
   1,306.02     1,304.71
   1,482.77     1,481.29
   1,481.29     1,436.29

          -     1,000.00
   1,177.07     1,175.89
   1,278.96     1,277.68
   1,277.68     1,232.68

          -     1,000.00
   1,139.14     1,138.00
   1,180.25     1,179.07
   1,179.07     1,134.07

          -     1,000.00
   1,459.55     1,458.09
   1,637.88     1,636.24
   1,636.24     1,591.24

          -     1,000.00
     798.84       798.04
     840.19       839.35
     839.35       794.35

          -     1,000.00
     922.88       921.96
   1,183.87     1,182.69
   1,182.69     1,137.69


          -     1,000.00
     997.34       996.34
   1,085.56     1,084.47
   1,084.47     1,039.47

          -     1,000.00
   1,158.16     1,157.00
   1,161.69     1,160.52
   1,160.52     1,115.52

          -     1,000.00
   1,087.41     1,086.32
   1,054.10     1,053.05
   1,053.05     1,008.05

          -     1,000.00
   1,167.61     1,166.44
   1,206.39     1,205.18
   1,205.18     1,160.18

          -     1,000.00
     875.32       874.44
     920.33       919.41
     919.41       874.41

          -     1,000.00
   1,055.65     1,054.59
   1,047.63     1,046.58
   1,046.58     1,001.58

          -     1,000.00
   1,217.28     1,216.06
   1,314.50     1,313.19
   1,313.19     1,268.19

          -     1,000.00
   1,206.66     1,205.45
   1,267.05     1,265.78
   1,265.78     1,220.78


          -     1,000.00
   1,323.32     1,322.00
   1,481.02     1,479.54
   1,479.54     1,434.54

          -     1,000.00
     657.18       656.52
     797.81       797.01
     797.01       752.01

          -     1,000.00
     984.52       983.54
   1,025.21     1,024.18
   1,024.18       979.18

          -     1,000.00
   1,066.99     1,065.92
   1,027.98     1,026.95
   1,026.95       981.95

          -     1,000.00
   1,223.27     1,222.05
   1,405.59     1,404.18
   1,404.18     1,359.18

          -     1,000.00
   1,032.65     1,031.62
   1,174.49     1,173.32
   1,173.32     1,128.32

          -     1,000.00
     989.38       988.39
   1,018.87     1,017.85
   1,017.85       972.85

          -     1,000.00
     989.38       988.39
   1,027.31     1,026.28
   1,026.28       981.28


          -     1,000.00
   1,015.13     1,014.11
   1,008.48     1,007.46
   1,007.46       962.46

          -     1,000.00
   1,138.27     1,137.12
   1,249.05     1,247.80
   1,247.80     1,202.80

          -     1,000.00
   1,048.35     1,047.30
   1,188.80     1,187.61
   1,187.61     1,142.61

          -     1,000.00
   1,178.57     1,177.39
   1,318.58     1,317.26
   1,317.26     1,272.26

          -     1,000.00
   1,170.70     1,169.53
   1,304.92     1,303.62
   1,303.62     1,258.62

          -     1,000.00
   1,140.23     1,139.08
   1,352.31     1,350.96
   1,350.96     1,305.96

          -     1,000.00
   1,211.02     1,209.81
   1,209.81     1,159.82

          -     1,000.00
     999.68       998.68
   1,000.49       999.49
     999.49       954.49



          -     1,000.00
     997.20       996.20
   1,072.63     1,071.56
   1,071.56     1,026.56

          -     1,000.00
   1,074.77     1,073.70
   1,099.89     1,098.79
   1,098.79     1,053.79
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Standard Since Inception Performance- Part I
As of 6/30/99

                   Sub-Account                                    Annualized     Account     Unit Value     Initial     Inception
                                                                    Return        Value       6/30/1999   Investment      Date

<S>                                                           <C>       <C>        <C>         <C>           <C>          <C> <C>
Cova Series Trust Lord Abbett Growth and Income               (1)       3.78%      1,037.79    39.095065     1,000.00     1/8/1999
Cova Series Trust Bond Debenture                                        8.41%      1,291.50    13.536168     1,000.00     5/1/1996
General American Capital Company Money Market                           2.58%      1,081.54    11.299196     1,000.00     6/3/1996
Cova Series Trust Developing Growth                                    11.50%      1,224.88    12.724192     1,000.00    8/20/1997
Cova Series Trust Large Cap Research                                   14.38%      1,284.40    13.320553     1,000.00    8/20/1997
Cova Series Trust Mid-Cap Value                                         5.70%      1,108.74    11.560414     1,000.00    8/20/1997
Cova Series Trust Quality Bond                                          3.69%      1,121.73    11.582126     1,000.00     5/1/1996
Cova Series Trust Small Cap Stock                                       6.25%      1,211.55    13.249386     1,000.00     5/1/1996
Cova Series Trust Large Cap Stock                                      26.85%      2,123.87    21.760453     1,000.00     5/1/1996
Cova Series Trust Select Equity                                        20.66%      1,812.46    18.786819     1,000.00     5/1/1996
Cova Series Trust International Equity                                  7.99%      1,275.59    13.530211     1,000.00     5/1/1996
Russell Multi-Style Equity                                             23.17%      1,365.80    14.136244     1,000.00   12/31/1997
Russell Aggressive Equity                                              -3.20%        952.46     9.994595     1,000.00   12/31/1997
Russell Non-U.S.                                                        8.96%      1,136.95    11.843135     1,000.00   12/31/1997
Russell Core Bond                                                      -0.47%        992.93    10.400162     1,000.00   12/31/1997
AIM V.I. Value                                                         27.38%      1,436.29    14.842562     1,000.00   12/31/1997
AIM V.I. Capital Appreciation                                          15.01%      1,232.68    12.802441     1,000.00   12/31/1997
AIM V.I. International Equity                                           8.77%      1,134.07    11.814369     1,000.00   12/31/1997
Alliance Premier Growth                                                36.41%      1,591.24    16.395203     1,000.00   12/31/1997
Alliance Real Estate Investment                                       -14.27%        794.35     8.410331     1,000.00   12/31/1997
Liberty Newport Tiger Fund, Variable Series                             9.01%      1,137.69    11.850543     1,000.00   12/31/1997
Goldman Sachs Growth and Income                                         2.77%      1,039.47    10.866470     1,000.00    1/29/1998
Goldman Sachs International Equity                                      8.02%      1,115.52    11.628506     1,000.00    1/29/1998
Goldman Sachs Global Income                                             0.57%      1,008.05    10.551525     1,000.00    1/29/1998
Kemper Small Cap Growth                                                10.44%      1,160.18    12.075969     1,000.00   12/31/1997
Kemper Small Cap Value                                                 -8.58%        874.41     9.212540     1,000.00   12/31/1997
Kemper Government Securities                                            0.11%      1,001.58    10.486805     1,000.00   12/31/1997
MFS Research                                                           17.21%      1,268.19    13.158217     1,000.00   12/31/1997
MFS Growth with Income                                                 14.27%      1,220.78    12.683197     1,000.00   12/31/1997
MFS Emerging Growth                                                    27.28%      1,434.54    14.825001     1,000.00   12/31/1997
MFS /  Foreign & Colonial Emerging Markets Equity                     -17.35%        752.01     7.986146     1,000.00   12/31/1997
MFS High Income                                                        -1.40%        979.18    10.262353     1,000.00   12/31/1997
MFS Global Governments                                                 -1.21%        981.95    10.290122     1,000.00   12/31/1997
Oppenheimer Capital Appreciation                                       22.77%      1,359.18    14.069924     1,000.00   12/31/1997
Oppenheimer Main Street Growth & Income                                 8.41%      1,128.32    11.756598     1,000.00   12/31/1997
Oppenheimer High Income                                                -1.82%        972.85    10.198942     1,000.00   12/31/1997
Oppenheimer Bond                                                       -1.26%        981.28    10.283438     1,000.00   12/31/1997
Oppenheimer Strategic Bond                                             -2.53%        962.46    10.094897     1,000.00   12/31/1997
Putnam VT Growth and Income                                            13.14%      1,202.80    12.503038     1,000.00   12/31/1997
Putnam VT New Value                                                     9.32%      1,142.61    11.899961     1,000.00   12/31/1997
Putnam VT Vista                                                        17.47%      1,272.26    13.199054     1,000.00   12/31/1997
Putnam VT International Growth                                         16.62%      1,258.62    13.062217     1,000.00   12/31/1997
Putnam VT International New Opportunities                              19.54%      1,305.96    13.536626     1,000.00   12/31/1997
Franklin Small Cap Investments                                (1)      15.98%      1,159.82    12.110248     1,000.00     3/1/1999
Templeton International                                                -3.92%        954.49    10.014949     1,000.00     5/1/1998
Templeton Developing Markets                                            2.28%      1,026.56    10.737070     1,000.00     5/1/1998
Templeton Mutual Shares Investments                                     4.60%      1,053.79    11.009906     1,000.00     5/1/1998
<FN>
(1)  Return is not annualized for periods less than 1 year.
</FN>
</TABLE>


<TABLE>
<CAPTION>
Days Since
 Inception
<S>     <C>
        173
      1,156
      1,122
        680
        680
        680
      1,156
      1,156
      1,156
      1,156
      1,156
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        517
        517
        517
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        121
        425
        425
        425
<FN>
(1)  Return is not annualized for periods less than 1 year.
</FN>
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Non-Standard 1Year Performance Data- Part I
As of 6/30/99

                                              Date  Transaction     Amount         Unit      Unit Balance Transaction     Unit
                                                                                  Value        Before        Units       Balance
                                                                                             Transaction                  After
                                                                                                                       Transaction

Cova Series Trust Bond Debenture
<S>                                      <C>  <C>                    <C>          <C>                         <C>          <C>
                                         6/30/1998 purchase          1,000.00     13.512812            -      74.0038      74.0038
                                         6/30/1999 annual fee                     13.536168      74.0038            -      74.0038
                                         6/30/1999 surrender fee                  13.536168      74.0038            -      74.0038
General American Capital Company Money Market
                                         6/30/1998 purchase          1,000.00     10.891338            -      91.8161      91.8161
                                         6/30/1999 annual fee                     11.299196      91.8161            -      91.8161
                                         6/30/1999 surrender fee                  11.299196      91.8161            -      91.8161
Cova Series Trust Developing Growth
                                         6/30/1998 purchase          1,000.00     11.313738            -      88.3881      88.3881
                                         6/30/1999 annual fee                     12.724192      88.3881            -      88.3881
                                         6/30/1999 surrender fee                  12.724192      88.3881            -      88.3881
Cova Series Trust Large Cap Research
                                         6/30/1998 purchase          1,000.00     11.344054            -      88.1519      88.1519
                                         6/30/1999 annual fee                     13.320553      88.1519            -      88.1519
                                         6/30/1999 surrender fee                  13.320553      88.1519            -      88.1519
Cova Series Trust Mid-Cap Value
                                         6/30/1998 purchase          1,000.00     11.209641            -      89.2089      89.2089
                                         6/30/1999 annual fee                     11.560414      89.2089            -      89.2089
                                         6/30/1999 surrender fee                  11.560414      89.2089            -      89.2089
Cova Series Trust Quality Bond
                                         6/30/1998 purchase          1,000.00     11.525607            -      86.7633      86.7633
                                         6/30/1999 annual fee                     11.582126      86.7633            -      86.7633
                                         6/30/1999 surrender fee                  11.582126      86.7633            -      86.7633
Cova Series Trust Small Cap Stock
                                         6/30/1998 purchase          1,000.00     14.018877            -      71.3324      71.3324
                                         6/30/1999 annual fee                     13.249386      71.3324            -      71.3324
                                         6/30/1999 surrender fee                  13.249386      71.3324            -      71.3324
Cova Series Trust Large Cap Stock
                                         6/30/1998 purchase          1,000.00     17.659381            -      56.6271      56.6271
                                         6/30/1999 annual fee                     21.760453      56.6271            -      56.6271
                                         6/30/1999 surrender fee                  21.760453      56.6271            -      56.6271
Cova Series Trust Select Equity
                                         6/30/1998 purchase          1,000.00     15.795533            -      63.3090      63.3090
                                         6/30/1999 annual fee                     18.786819      63.3090            -      63.3090
                                         6/30/1999 surrender fee                  18.786819      63.3090            -      63.3090
Cova Series Trust International Equity
                                         6/30/1998 purchase          1,000.00     13.059689            -      76.5715      76.5715
                                         6/30/1999 annual fee                     13.530211      76.5715            -      76.5715
                                         6/30/1999 surrender fee                  13.530211      76.5715            -      76.5715
Russell Multi-Style Equity
                                         6/30/1998 purchase          1,000.00     11.950204            -      83.6806      83.6806
                                         6/30/1999 annual fee                     14.136244      83.6806            -      83.6806
                                         6/30/1999 surrender fee                  14.136244      83.6806            -      83.6806
Russell Aggressive Equity
                                         6/30/1998 purchase          1,000.00     10.629243            -      94.0801      94.0801
                                         6/30/1999 annual fee                      9.994595      94.0801            -      94.0801
                                         6/30/1999 surrender fee                   9.994595      94.0801            -      94.0801
Russell Non-U.S.
                                         6/30/1998 purchase          1,000.00     11.200649            -      89.2805      89.2805
                                         6/30/1999 annual fee                     11.843135      89.2805            -      89.2805
                                         6/30/1999 surrender fee                  11.843135      89.2805            -      89.2805
Russell Core Bond
                                         6/30/1998 purchase          1,000.00     10.315688            -      96.9397      96.9397
                                         6/30/1999 annual fee                     10.400162      96.9397            -      96.9397
                                         6/30/1999 surrender fee                  10.400162      96.9397            -      96.9397
AIM V.I. Value
                                         6/30/1998 purchase          1,000.00     11.764796            -      84.9993      84.9993
                                         6/30/1999 annual fee                     14.842562      84.9993            -      84.9993
                                         6/30/1999 surrender fee                  14.842562      84.9993            -      84.9993
AIM V.I. Capital Appreciation
                                         6/30/1998 purchase          1,000.00     11.210744            -      89.2001      89.2001
                                         6/30/1999 annual fee                     12.802441      89.2001            -      89.2001
                                         6/30/1999 surrender fee                  12.802441      89.2001            -      89.2001
AIM V.I. International Equity
                                         6/30/1998 purchase          1,000.00     11.800847            -      84.7397      84.7397
                                         6/30/1999 annual fee                     11.814369      84.7397            -      84.7397
                                         6/30/1999 surrender fee                  11.814369      84.7397            -      84.7397
Alliance Premier Growth
                                         6/30/1998 purchase          1,000.00     12.751717            -      78.4208      78.4208
                                         6/30/1999 annual fee                     16.395203      78.4208            -      78.4208
                                         6/30/1999 surrender fee                  16.395203      78.4208            -      78.4208

Alliance Real Estate Investment
                                         6/30/1998 purchase          1,000.00      9.295588            -     107.5779     107.5779
                                         6/30/1999 annual fee                      8.410331     107.5779            -     107.5779
                                         6/30/1999 surrender fee                   8.410331     107.5779            -     107.5779
Liberty Newport Tiger Fund, Variable Series
                                         6/30/1998 purchase          1,000.00      7.316828            -     136.6712     136.6712
                                         6/30/1999 annual fee                     11.850543     136.6712            -     136.6712
                                         6/30/1999 surrender fee                  11.850543     136.6712            -     136.6712
Goldman Sachs Growth and Income
                                         6/30/1998 purchase          1,000.00     10.776200            -      92.7971      92.7971
                                         6/30/1999 annual fee                     10.866470      92.7971            -      92.7971
                                         6/30/1999 surrender fee                  10.866470      92.7971            -      92.7971
Goldman Sachs International Equity
                                         6/30/1998 purchase          1,000.00     11.429119            -      87.4958      87.4958
                                         6/30/1999 annual fee                     11.628506      87.4958            -      87.4958
                                         6/30/1999 surrender fee                  11.628506      87.4958            -      87.4958
Goldman Sachs Global Income
                                         6/30/1998 purchase          1,000.00     10.297894            -      97.1072      97.1072
                                         6/30/1999 annual fee                     10.551525      97.1072            -      97.1072
                                         6/30/1999 surrender fee                  10.551525      97.1072            -      97.1072
Kemper Small Cap Growth
                                         6/30/1998 purchase          1,000.00     11.245417            -      88.9251      88.9251
                                         6/30/1999 annual fee                     12.075969      88.9251            -      88.9251
                                         6/30/1999 surrender fee                  12.075969      88.9251            -      88.9251
Kemper Small Cap Value
                                         6/30/1998 purchase          1,000.00     10.160018            -      98.4250      98.4250
                                         6/30/1999 annual fee                      9.212540      98.4250            -      98.4250
                                         6/30/1999 surrender fee                   9.212540      98.4250            -      98.4250
Kemper Government Securities
                                         6/30/1998 purchase          1,000.00     10.264104            -      97.4269      97.4269
                                         6/30/1999 annual fee                     10.486805      97.4269            -      97.4269
                                         6/30/1999 surrender fee                  10.486805      97.4269            -      97.4269
MFS Research
                                         6/30/1998 purchase          1,000.00     11.808504            -      84.6847      84.6847
                                         6/30/1999 annual fee                     13.158217      84.6847            -      84.6847
                                         6/30/1999 surrender fee                  13.158217      84.6847            -      84.6847
MFS Growth with Income
                                         6/30/1998 purchase          1,000.00     11.535562            -      86.6885      86.6885
                                         6/30/1999 annual fee                     12.683197      86.6885            -      86.6885
                                         6/30/1999 surrender fee                  12.683197      86.6885            -      86.6885

MFS Emerging Growth
                                         6/30/1998 purchase          1,000.00     12.073075            -      82.8289      82.8289
                                         6/30/1999 annual fee                     14.825001      82.8289            -      82.8289
                                         6/30/1999 surrender fee                  14.825001      82.8289            -      82.8289
MFS / Foreign & Colonial Emerging Markets Equity
                                         6/30/1998 purchase          1,000.00      8.675954            -     115.2611     115.2611
                                         6/30/1999 annual fee                      7.986146     115.2611            -     115.2611
                                         6/30/1999 surrender fee                   7.986146     115.2611            -     115.2611
MFS High Income
                                         6/30/1998 purchase          1,000.00     10.396518            -      96.1860      96.1860
                                         6/30/1999 annual fee                     10.262353      96.1860            -      96.1860
                                         6/30/1999 surrender fee                  10.262353      96.1860            -      96.1860
MFS Global Governments
                                         6/30/1998 purchase          1,000.00     10.172638            -      98.3029      98.3029
                                         6/30/1999 annual fee                     10.290122      98.3029            -      98.3029
                                         6/30/1999 surrender fee                  10.290122      98.3029            -      98.3029
Oppenheimer Capital Appreciation
                                         6/30/1998 purchase          1,000.00     11.627266            -      86.0047      86.0047
                                         6/30/1999 annual fee                     14.069924      86.0047            -      86.0047
                                         6/30/1999 surrender fee                  14.069924      86.0047            -      86.0047
Oppenheimer Main Street Growth & Income
                                         6/30/1998 purchase          1,000.00     11.232688            -      89.0259      89.0259
                                         6/30/1999 annual fee                     11.756598      89.0259            -      89.0259
                                         6/30/1999 surrender fee                  11.756598      89.0259            -      89.0259
Oppenheimer High Income
                                         6/30/1998 purchase          1,000.00     10.407015            -      96.0890      96.0890
                                         6/30/1999 annual fee                     10.198942      96.0890            -      96.0890
                                         6/30/1999 surrender fee                  10.198942      96.0890            -      96.0890
Oppenheimer Bond
                                         6/30/1998 purchase          1,000.00     10.323456            -      96.8668      96.8668
                                         6/30/1999 annual fee                     10.283438      96.8668            -      96.8668
                                         6/30/1999 surrender fee                  10.283438      96.8668            -      96.8668
Oppenheimer Strategic Bond
                                         6/30/1998 purchase          1,000.00     10.263162            -      97.4359      97.4359
                                         6/30/1999 annual fee                     10.094897      97.4359            -      97.4359
                                         6/30/1999 surrender fee                  10.094897      97.4359            -      97.4359
Putnam VT Growth and Income
                                         6/30/1998 purchase          1,000.00     10.917315            -      91.5976      91.5976
                                         6/30/1999 annual fee                     12.503038      91.5976            -      91.5976
                                         6/30/1999 surrender fee                  12.503038      91.5976            -      91.5976

Putnam VT New Value
                                         6/30/1998 purchase          1,000.00     10.313419            -      96.9611      96.9611
                                         6/30/1999 annual fee                     11.899961      96.9611            -      96.9611
                                         6/30/1999 surrender fee                  11.899961      96.9611            -      96.9611
Putnam VT Vista
                                         6/30/1998 purchase          1,000.00     11.611220            -      86.1236      86.1236
                                         6/30/1999 annual fee                     13.199054      86.1236            -      86.1236
                                         6/30/1999 surrender fee                  13.199054      86.1236            -      86.1236
Putnam VT International Growth
                                         6/30/1998 purchase          1,000.00     11.897017            -      84.0547      84.0547
                                         6/30/1999 annual fee                     13.062217      84.0547            -      84.0547
                                         6/30/1999 surrender fee                  13.062217      84.0547            -      84.0547
Putnam VT International New Opportunities
                                         6/30/1998 purchase          1,000.00     11.552897            -      86.5584      86.5584
                                         6/30/1999 annual fee                     13.536626      86.5584            -      86.5584
                                         6/30/1999 surrender fee                  13.536626      86.5584            -      86.5584
Templeton International
                                         6/30/1998 purchase          1,000.00      9.637200            -     103.7646     103.7646
                                         6/30/1999 annual fee                     10.014949     103.7646            -     103.7646
                                         6/30/1999 surrender fee                  10.014949     103.7646            -     103.7646
Templeton Developing Markets
                                         6/30/1998 purchase          1,000.00      7.369957            -     135.6860     135.6860
                                         6/30/1999 annual fee                     10.737070     135.6860            -     135.6860
                                         6/30/1999 surrender fee                  10.737070     135.6860            -     135.6860
Templeton Mutual Shares Investments
                                         6/30/1998 purchase          1,000.00      9.509571            -     105.1572     105.1572
                                         6/30/1999 annual fee                     11.009906     105.1572            -     105.1572
                                         6/30/1999 surrender fee                  11.009906     105.1572            -     105.1572
</TABLE>

<TABLE>
<CAPTION>
  Account      Account
   Value        Value
  Before        After
Transaction  Transaction

<S>             <C>
          -     1,000.00
   1,001.73     1,001.73
   1,001.73     1,001.73

          -     1,000.00
   1,037.45     1,037.45
   1,037.45     1,037.45

          -     1,000.00
   1,124.67     1,124.67
   1,124.67     1,124.67

          -     1,000.00
   1,174.23     1,174.23
   1,174.23     1,174.23

          -     1,000.00
   1,031.29     1,031.29
   1,031.29     1,031.29

          -     1,000.00
   1,004.90     1,004.90
   1,004.90     1,004.90

          -     1,000.00
     945.11       945.11
     945.11       945.11

          -     1,000.00
   1,232.23     1,232.23
   1,232.23     1,232.23

          -     1,000.00
   1,189.37     1,189.37
   1,189.37     1,189.37

          -     1,000.00
   1,036.03     1,036.03
   1,036.03     1,036.03

          -     1,000.00
   1,182.93     1,182.93
   1,182.93     1,182.93

          -     1,000.00
     940.29       940.29
     940.29       940.29

          -     1,000.00
   1,057.36     1,057.36
   1,057.36     1,057.36

          -     1,000.00
   1,008.19     1,008.19
   1,008.19     1,008.19

          -     1,000.00
   1,261.61     1,261.61
   1,261.61     1,261.61

          -     1,000.00
   1,141.98     1,141.98
   1,141.98     1,141.98

          -     1,000.00
   1,001.15     1,001.15
   1,001.15     1,001.15

          -     1,000.00
   1,285.72     1,285.72
   1,285.72     1,285.72


          -     1,000.00
     904.77       904.77
     904.77       904.77

          -     1,000.00
   1,619.63     1,619.63
   1,619.63     1,619.63

          -     1,000.00
   1,008.38     1,008.38
   1,008.38     1,008.38

          -     1,000.00
   1,017.45     1,017.45
   1,017.45     1,017.45

          -     1,000.00
   1,024.63     1,024.63
   1,024.63     1,024.63

          -     1,000.00
   1,073.86     1,073.86
   1,073.86     1,073.86

          -     1,000.00
     906.74       906.74
     906.74       906.74

          -     1,000.00
   1,021.70     1,021.70
   1,021.70     1,021.70

          -     1,000.00
   1,114.30     1,114.30
   1,114.30     1,114.30

          -     1,000.00
   1,099.49     1,099.49
   1,099.49     1,099.49


          -     1,000.00
   1,227.94     1,227.94
   1,227.94     1,227.94

          -     1,000.00
     920.49       920.49
     920.49       920.49

          -     1,000.00
     987.09       987.09
     987.09       987.09

          -     1,000.00
   1,011.55     1,011.55
   1,011.55     1,011.55

          -     1,000.00
   1,210.08     1,210.08
   1,210.08     1,210.08

          -     1,000.00
   1,046.64     1,046.64
   1,046.64     1,046.64

          -     1,000.00
     980.01       980.01
     980.01       980.01

          -     1,000.00
     996.12       996.12
     996.12       996.12

          -     1,000.00
     983.61       983.61
     983.61       983.61

          -     1,000.00
   1,145.25     1,145.25
   1,145.25     1,145.25


          -     1,000.00
   1,153.83     1,153.83
   1,153.83     1,153.83

          -     1,000.00
   1,136.75     1,136.75
   1,136.75     1,136.75

          -     1,000.00
   1,097.94     1,097.94
   1,097.94     1,097.94

          -     1,000.00
   1,171.71     1,171.71
   1,171.71     1,171.71

          -     1,000.00
   1,039.20     1,039.20
   1,039.20     1,039.20

          -     1,000.00
   1,456.87     1,456.87
   1,456.87     1,456.87

          -     1,000.00
   1,157.77     1,157.77
   1,157.77     1,157.77
</TABLE>

<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Non-Standard 1Year Performance- Part I
As of 6/30/99

                          Sub-Account                     Total       Account     Unit Value     Initial     Inception   Days Since
                                                         Return        Value        6/30/99    Investment      Date       Inception

<S>                                                                                                            <C> <C>           <C>
Cova Series Trust Lord Abbett Growth and Income                                                                1/8/1999          173
Cova Series Trust Bond Debenture                             0.17%      1,001.73    13.536168     1,000.00     5/1/1996        1,156
General American Capital Company Money Market                3.75%      1,037.45    11.299196     1,000.00     6/3/1996        1,122
Cova Series Trust Developing Growth                         12.47%      1,124.67    12.724192     1,000.00    8/20/1997          680
Cova Series Trust Large Cap Research                        17.42%      1,174.23    13.320553     1,000.00    8/20/1997          680
Cova Series Trust Mid-Cap Value                              3.13%      1,031.29    11.560414     1,000.00    8/20/1997          680
Cova Series Trust Quality Bond                               0.49%      1,004.90    11.582126     1,000.00     5/1/1996        1,156
Cova Series Trust Small Cap Stock                           -5.49%        945.11    13.249386     1,000.00     5/1/1996        1,156
Cova Series Trust Large Cap Stock                           23.22%      1,232.23    21.760453     1,000.00     5/1/1996        1,156
Cova Series Trust Select Equity                             18.94%      1,189.37    18.786819     1,000.00     5/1/1996        1,156
Cova Series Trust International Equity                       3.60%      1,036.03    13.530211     1,000.00     5/1/1996        1,156
Russell Multi-Style Equity                                  18.29%      1,182.93    14.136244     1,000.00   12/31/1997          546
Russell Aggressive Equity                                   -5.97%        940.29     9.994595     1,000.00   12/31/1997          546
Russell Non-U.S.                                             5.74%      1,057.36    11.843135     1,000.00   12/31/1997          546
Russell Core Bond                                            0.82%      1,008.19    10.400162     1,000.00   12/31/1997          546
AIM V.I. Value                                              26.16%      1,261.61    14.842562     1,000.00   12/31/1997          546
AIM V.I. Capital Appreciation                               14.20%      1,141.98    12.802441     1,000.00   12/31/1997          546
AIM V.I. International Equity                                0.11%      1,001.15    11.814369     1,000.00   12/31/1997          546
Alliance Premier Growth                                     28.57%      1,285.72    16.395203     1,000.00   12/31/1997          546
Alliance Real Estate Investment                             -9.52%        904.77     8.410331     1,000.00   12/31/1997          546
Liberty Newport Tiger Fund, Variable Series                 61.96%      1,619.63    11.850543     1,000.00   12/31/1997          546
Goldman Sachs Growth and Income                              0.84%      1,008.38    10.866470     1,000.00    1/29/1998          517
Goldman Sachs International Equity                           1.75%      1,017.45    11.628506     1,000.00    1/29/1998          517
Goldman Sachs Global Income                                  2.46%      1,024.63    10.551525     1,000.00    1/29/1998          517
Kemper Small Cap Growth                                      7.39%      1,073.86    12.075969     1,000.00   12/31/1997          546
Kemper Small Cap Value                                      -9.33%        906.74     9.212540     1,000.00   12/31/1997          546
Kemper Government Securities                                 2.17%      1,021.70    10.486805     1,000.00   12/31/1997          546
MFS Research                                                11.43%      1,114.30    13.158217     1,000.00   12/31/1997          546
MFS Growth with Income                                       9.95%      1,099.49    12.683197     1,000.00   12/31/1997          546
MFS Emerging Growth                                         22.79%      1,227.94    14.825001     1,000.00   12/31/1997          546
MFS /  Foreign & Colonial Emerging Markets Equity           -7.95%        920.49     7.986146     1,000.00   12/31/1997          546
MFS High Income                                             -1.29%        987.09    10.262353     1,000.00   12/31/1997          546
MFS Global Governments                                       1.15%      1,011.55    10.290122     1,000.00   12/31/1997          546
Oppenheimer Capital Appreciation                            21.01%      1,210.08    14.069924     1,000.00   12/31/1997          546
Oppenheimer Main Street Growth & Income                      4.66%      1,046.64    11.756598     1,000.00   12/31/1997          546
Oppenheimer High Income                                     -2.00%        980.01    10.198942     1,000.00   12/31/1997          546
Oppenheimer Bond                                            -0.39%        996.12    10.283438     1,000.00   12/31/1997          546
Oppenheimer Strategic Bond                                  -1.64%        983.61    10.094897     1,000.00   12/31/1997          546
Putnam VT Growth and Income                                 14.53%      1,145.25    12.503038     1,000.00   12/31/1997          546
Putman VT New Value                                         15.38%      1,153.83    11.899961     1,000.00   12/31/1997          546
Putnam VT Vista                                             13.68%      1,136.75    13.199054     1,000.00   12/31/1997          546
Putnam VT International Growth                               9.79%      1,097.94    13.062217     1,000.00   12/31/1997          546
Putnam VT International New Opportunities                   17.17%      1,171.71    13.536626     1,000.00   12/31/1997          546
Franklin Small Cap Investments                                                                                 3/1/1999          121
Templeton International                                      3.92%      1,039.20    10.014949     1,000.00     5/1/1998          425
Templeton Developing Markets                                45.69%      1,456.87    10.737070     1,000.00     5/1/1998          425
Templeton Mutual Shares Investments                         15.78%      1,157.77    11.009906     1,000.00     5/1/1998          425
</TABLE>




<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Non-Standard Since Inception Performance Data-Part I
As of 6/30/99

                                              Date  Transaction     Amount         Unit      Unit Balance Transaction     Unit
                                                                                  Value        Before        Units       Balance
                                                                                             Transaction                  After
                                                                                                                       Transaction
Cova Series Trust Lord Abbett Growth and Income
<S>                                       <C> <C>                    <C>          <C>                         <C>          <C>
                                          1/8/1999 purchase          1,000.00     35.903757            -      27.8522      27.8522
                                         6/30/1999 annual fee                     39.095065      27.8522            -      27.8522
                                         6/30/1999 surrender fee                  39.095065      27.8522            -      27.8522
Cova Series Trust Bond Debenture
                                          5/1/1996 purchase          1,000.00     10.097690            -      99.0326      99.0326
                                          5/1/1997 annual fee                     11.516923      99.0326            -      99.0326
                                          5/1/1998 annual fee                     13.535615      99.0326            -      99.0326
                                         6/30/1999 annual fee                     13.536168      99.0326            -      99.0326
                                         6/30/1999 surrender fee                  13.536168      99.0326            -      99.0326
General American Capital Company Money Market
                                          6/3/1996 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          6/3/1997 annual fee                     10.410578     100.0000            -     100.0000
                                          6/3/1998 annual fee                     10.858145     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.299196     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.299196     100.0000            -     100.0000
Cova Series Trust Developing Growth
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee                      9.823023     100.0000            -     100.0000
                                         6/30/1999 annual fee                     12.724192     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.724192     100.0000            -     100.0000
Cova Series Trust Large Cap Research
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee                     10.537316     100.0000            -     100.0000
                                         6/30/1999 annual fee                     13.320553     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  13.320553     100.0000            -     100.0000
Cova Series Trust Mid-Cap Value
                                         8/20/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         8/20/1998 annual fee                      9.919404     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.560414     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.560414     100.0000            -     100.0000


Cova Series Trust Quality Bond
                                          5/1/1996 purchase          1,000.00      9.897228            -     101.0384     101.0384
                                          5/1/1997 annual fee                     10.405141     101.0384            -     101.0384
                                          5/1/1998 annual fee                     11.356198     101.0384            -     101.0384
                                         6/30/1999 annual fee                     11.582126     101.0384            -     101.0384
                                         6/30/1999 surrender fee                  11.582126     101.0384            -     101.0384
Cova Series Trust Small Cap Stock
                                          5/1/1996 purchase          1,000.00     10.512560            -      95.1243      95.1243
                                          5/1/1997 annual fee                     10.358427      95.1243            -      95.1243
                                          5/1/1998 annual fee                     14.969970      95.1243            -      95.1243
                                         6/30/1999 annual fee                     13.249386      95.1243            -      95.1243
                                         6/30/1999 surrender fee                  13.249386      95.1243            -      95.1243
Cova Series Trust Large Cap Stock
                                          5/1/1996 purchase          1,000.00     10.003025            -      99.9698      99.9698
                                          5/1/1997 annual fee                     12.198198      99.9698            -      99.9698
                                          5/1/1998 annual fee                     17.502632      99.9698            -      99.9698
                                         6/30/1999 annual fee                     21.760453      99.9698            -      99.9698
                                         6/30/1999 surrender fee                  21.760453      99.9698            -      99.9698
Cova Series Trust Select Equity
                                          5/1/1996 purchase          1,000.00     10.083890            -      99.1681      99.1681
                                          5/1/1997 annual fee                     11.445501      99.1681            -      99.1681
                                          5/1/1998 annual fee                     16.125129      99.1681            -      99.1681
                                         6/30/1999 annual fee                     18.786819      99.1681            -      99.1681
                                         6/30/1999 surrender fee                  18.786819      99.1681            -      99.1681
Cova Series Trust International Equity
                                          5/1/1996 purchase          1,000.00     10.214899            -      97.8962      97.8962
                                          5/1/1997 annual fee                     11.135715      97.8962            -      97.8962
                                          5/1/1998 annual fee                     13.138587      97.8962            -      97.8962
                                         6/30/1999 annual fee                     13.530211      97.8962            -      97.8962
                                         6/30/1999 surrender fee                  13.530211      97.8962            -      97.8962
Russell Multi-Style Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     12.694810     100.0000            -     100.0000
                                         6/30/1999 annual fee                     14.136244     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  14.136244     100.0000            -     100.0000
Russell Aggressive Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      9.963254     100.0000            -     100.0000
                                         6/30/1999 annual fee                      9.994595     100.0000            -     100.0000
                                         6/30/1999 surrender fee                   9.994595     100.0000            -     100.0000

Russell Non-U.S.
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.142092     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.843135     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.843135     100.0000            -     100.0000
Russell Core Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.591175     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.400162     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.400162     100.0000            -     100.0000
AIM V.I. Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     13.060203     100.0000            -     100.0000
                                         6/30/1999 annual fee                     14.842562     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  14.842562     100.0000            -     100.0000
AIM V.I. Capital Appreciation
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.770729     100.0000            -     100.0000
                                         6/30/1999 annual fee                     12.802441     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.802441     100.0000            -     100.0000
AIM V.I. International Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.391449     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.814369     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.814369     100.0000            -     100.0000
Alliance Premier Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     14.595485     100.0000            -     100.0000
                                         6/30/1999 annual fee                     16.395203     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  16.395203     100.0000            -     100.0000
Alliance Real Estate Investment
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      7.988435     100.0000            -     100.0000
                                         6/30/1999 annual fee                      8.410331     100.0000            -     100.0000
                                         6/30/1999 surrender fee                   8.410331     100.0000            -     100.0000
Liberty Newport Tiger Fund, Variable Series
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      9.228765     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.850543     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.850543     100.0000            -     100.0000

Goldman Sachs Growth and Income
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee                      9.973396     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.866470     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.866470     100.0000            -     100.0000
Goldman Sachs International Equity
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee                     11.581610     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.628506     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.628506     100.0000            -     100.0000
Goldman Sachs Global Income
                                         1/29/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         1/29/1999 annual fee                     10.874138     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.551525     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.551525     100.0000            -     100.0000
Kemper Small Cap Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.676086     100.0000            -     100.0000
                                         6/30/1999 annual fee                     12.075969     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.075969     100.0000            -     100.0000
Kemper Small Cap Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      8.753222     100.0000            -     100.0000
                                         6/30/1999 annual fee                      9.212540     100.0000            -     100.0000
                                         6/30/1999 surrender fee                   9.212540     100.0000            -     100.0000
Kemper Government Securities
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.556498     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.486805     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.486805     100.0000            -     100.0000
MFS Research
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     12.172796     100.0000            -     100.0000
                                         6/30/1999 annual fee                     13.158217     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  13.158217     100.0000            -     100.0000
MFS Growth with Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     12.066568     100.0000            -     100.0000
                                         6/30/1999 annual fee                     12.683197     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.683197     100.0000            -     100.0000

MFS Emerging Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     13.233235     100.0000            -     100.0000
                                         6/30/1999 annual fee                     14.825001     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  14.825001     100.0000            -     100.0000
MFS / Foreign & Colonial Emerging Markets Equity
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      6.571830     100.0000            -     100.0000
                                         6/30/1999 annual fee                      7.986146     100.0000            -     100.0000
                                         6/30/1999 surrender fee                   7.986146     100.0000            -     100.0000
MFS High Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      9.845193     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.262353     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.262353     100.0000            -     100.0000
MFS Global Governments
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.669943     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.290122     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.290122     100.0000            -     100.0000
Oppenheimer Capital Appreciation
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     12.232731     100.0000            -     100.0000
                                         6/30/1999 annual fee                     14.069924     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  14.069924     100.0000            -     100.0000
Oppenheimer Main Street Growth & Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.326519     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.756598     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.756598     100.0000            -     100.0000
Oppenheimer High Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      9.893828     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.198942     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.198942     100.0000            -     100.0000
Oppenheimer Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                      9.893828     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.283438     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.283438     100.0000            -     100.0000

Oppenheimer Strategic Bond
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.151332     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.094897     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.094897     100.0000            -     100.0000
Putnam VT Growth and Income
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.382650     100.0000            -     100.0000
                                         6/30/1999 annual fee                     12.503038     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.503038     100.0000            -     100.0000
Putnam VT New Value
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     10.483517     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.899961     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.899961     100.0000            -     100.0000
Putnam VT Vista
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.785702     100.0000            -     100.0000
                                         6/30/1999 annual fee                     13.199054     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  13.199054     100.0000            -     100.0000
Putnam VT International Growth
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.707003     100.0000            -     100.0000
                                         6/30/1999 annual fee                     13.062217     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  13.062217     100.0000            -     100.0000
Putnam International New Opportunities
                                        12/31/1997 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                        12/31/1998 annual fee                     11.402252     100.0000            -     100.0000
                                         6/30/1999 annual fee                     13.536626     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  13.536626     100.0000            -     100.0000
Franklin Small Cap Investments
                                          3/1/1999 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                         6/30/1999 annual fee                     12.110248     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  12.110248     100.0000            -     100.0000
Templeton International
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee                      9.996786     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.014949     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.014949     100.0000            -     100.0000


Templeton Developing Markets
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee                      9.972042     100.0000            -     100.0000
                                         6/30/1999 annual fee                     10.737070     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  10.737070     100.0000            -     100.0000
Templeton Mutual Shares Investments
                                          5/1/1998 purchase          1,000.00     10.000000            -     100.0000     100.0000
                                          5/3/1999 annual fee                     10.747701     100.0000            -     100.0000
                                         6/30/1999 annual fee                     11.009906     100.0000            -     100.0000
                                         6/30/1999 surrender fee                  11.009906     100.0000            -     100.0000
</TABLE>

<TABLE>
<CAPTION>
  Account     Account
   Value       Value
  Before       After
 8 Transaction Transaction

<S>             <C>
          -     1,000.00
   1,088.88     1,088.88
   1,088.88     1,088.88

          -     1,000.00
   1,140.55     1,140.55
   1,340.47     1,340.47
   1,340.52     1,340.52
   1,340.52     1,340.52

          -     1,000.00
   1,041.06     1,041.06
   1,085.81     1,085.81
   1,129.92     1,129.92
   1,129.92     1,129.92

          -     1,000.00
     982.30       982.30
   1,272.42     1,272.42
   1,272.42     1,272.42

          -     1,000.00
   1,053.73     1,053.73
   1,332.06     1,332.06
   1,332.06     1,332.06

          -     1,000.00
     991.94       991.94
   1,156.04     1,156.04
   1,156.04     1,156.04



          -     1,000.00
   1,051.32     1,051.32
   1,147.41     1,147.41
   1,170.24     1,170.24
   1,170.24     1,170.24

          -     1,000.00
     985.34       985.34
   1,424.01     1,424.01
   1,260.34     1,260.34
   1,260.34     1,260.34

          -     1,000.00
   1,219.45     1,219.45
   1,749.73     1,749.73
   2,175.39     2,175.39
   2,175.39     2,175.39

          -     1,000.00
   1,135.03     1,135.03
   1,599.10     1,599.10
   1,863.05     1,863.05
   1,863.05     1,863.05

          -     1,000.00
   1,090.14     1,090.14
   1,286.22     1,286.22
   1,324.56     1,324.56
   1,324.56     1,324.56

          -     1,000.00
   1,269.48     1,269.48
   1,413.62     1,413.62
   1,413.62     1,413.62

          -     1,000.00
     996.33       996.33
     999.46       999.46
     999.46       999.46


          -     1,000.00
   1,114.21     1,114.21
   1,184.31     1,184.31
   1,184.31     1,184.31

          -     1,000.00
   1,059.12     1,059.12
   1,040.02     1,040.02
   1,040.02     1,040.02

          -     1,000.00
   1,306.02     1,306.02
   1,484.26     1,484.26
   1,484.26     1,484.26

          -     1,000.00
   1,177.07     1,177.07
   1,280.24     1,280.24
   1,280.24     1,280.24

          -     1,000.00
   1,139.14     1,139.14
   1,181.44     1,181.44
   1,181.44     1,181.44

          -     1,000.00
   1,459.55     1,459.55
   1,639.52     1,639.52
   1,639.52     1,639.52

          -     1,000.00
     798.84       798.84
     841.03       841.03
     841.03       841.03

          -     1,000.00
     922.88       922.88
   1,185.05     1,185.05
   1,185.05     1,185.05


          -     1,000.00
     997.34       997.34
   1,086.65     1,086.65
   1,086.65     1,086.65

          -     1,000.00
   1,158.16     1,158.16
   1,162.85     1,162.85
   1,162.85     1,162.85

          -     1,000.00
   1,087.41     1,087.41
   1,055.15     1,055.15
   1,055.15     1,055.15

          -     1,000.00
   1,167.61     1,167.61
   1,207.60     1,207.60
   1,207.60     1,207.60

          -     1,000.00
     875.32       875.32
     921.25       921.25
     921.25       921.25

          -     1,000.00
   1,055.65     1,055.65
   1,048.68     1,048.68
   1,048.68     1,048.68

          -     1,000.00
   1,217.28     1,217.28
   1,315.82     1,315.82
   1,315.82     1,315.82

          -     1,000.00
   1,206.66     1,206.66
   1,268.32     1,268.32
   1,268.32     1,268.32


          -     1,000.00
   1,323.32     1,323.32
   1,482.50     1,482.50
   1,482.50     1,482.50

          -     1,000.00
     657.18       657.18
     798.61       798.61
     798.61       798.61

          -     1,000.00
     984.52       984.52
   1,026.24     1,026.24
   1,026.24     1,026.24

          -     1,000.00
   1,066.99     1,066.99
   1,029.01     1,029.01
   1,029.01     1,029.01

          -     1,000.00
   1,223.27     1,223.27
   1,406.99     1,406.99
   1,406.99     1,406.99

          -     1,000.00
   1,032.65     1,032.65
   1,175.66     1,175.66
   1,175.66     1,175.66

          -     1,000.00
     989.38       989.38
   1,019.89     1,019.89
   1,019.89     1,019.89

          -     1,000.00
     989.38       989.38
   1,028.34     1,028.34
   1,028.34     1,028.34


          -     1,000.00
   1,015.13     1,015.13
   1,009.49     1,009.49
   1,009.49     1,009.49

          -     1,000.00
   1,138.27     1,138.27
   1,250.30     1,250.30
   1,250.30     1,250.30

          -     1,000.00
   1,048.35     1,048.35
   1,190.00     1,190.00
   1,190.00     1,190.00

          -     1,000.00
   1,178.57     1,178.57
   1,319.91     1,319.91
   1,319.91     1,319.91

          -     1,000.00
   1,170.70     1,170.70
   1,306.22     1,306.22
   1,306.22     1,306.22

          -     1,000.00
   1,140.23     1,140.23
   1,353.66     1,353.66
   1,353.66     1,353.66

          -     1,000.00
   1,211.02     1,211.02
   1,211.02     1,211.02

          -     1,000.00
     999.68       999.68
   1,001.49     1,001.49
   1,001.49     1,001.49



          -     1,000.00
     997.20       997.20
   1,073.71     1,073.71
   1,073.71     1,073.71

          -     1,000.00
   1,074.77     1,074.77
   1,100.99     1,100.99
   1,100.99     1,100.99
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Non-Standard Since Inception Performance- Part I
As of 6/30/99

                   Sub-Account                                    Annualized     Account     Unit Value     Initial     Inception
                                                                    Return        Value       6/30/1999   Investment      Date

<S>                                                           <C>       <C>        <C>         <C>           <C>          <C> <C>
Cova Series Trust Lord Abbett Growth and Income               (1)       8.89%      1,088.88    39.095065     1,000.00     1/8/1999
Cova Series Trust Bond Debenture                                        9.69%      1,340.52    13.536168     1,000.00     5/1/1996
General American Capital Company Money Market                           4.05%      1,129.92    11.299196     1,000.00     6/3/1996
Cova Series Trust Developing Growth                                    13.81%      1,272.42    12.724192     1,000.00    8/20/1997
Cova Series Trust Large Cap Research                                   16.64%      1,332.06    13.320553     1,000.00    8/20/1997
Cova Series Trust Mid-Cap Value                                         8.09%      1,156.04    11.560414     1,000.00    8/20/1997
Cova Series Trust Quality Bond                                          5.09%      1,170.24    11.582126     1,000.00     5/1/1996
Cova Series Trust Small Cap Stock                                       7.58%      1,260.34    13.249386     1,000.00     5/1/1996
Cova Series Trust Large Cap Stock                                      27.81%      2,175.39    21.760453     1,000.00     5/1/1996
Cova Series Trust Select Equity                                        21.71%      1,863.05    18.786819     1,000.00     5/1/1996
Cova Series Trust International Equity                                  9.28%      1,324.56    13.530211     1,000.00     5/1/1996
Russell Multi-Style Equity                                             26.04%      1,413.62    14.136244     1,000.00   12/31/1997
Russell Aggressive Equity                                              -0.04%        999.46     9.994595     1,000.00   12/31/1997
Russell Non-U.S.                                                       11.97%      1,184.31    11.843135     1,000.00   12/31/1997
Russell Core Bond                                                       2.66%      1,040.02    10.400162     1,000.00   12/31/1997
AIM V.I. Value                                                         30.21%      1,484.26    14.842562     1,000.00   12/31/1997
AIM V.I. Capital Appreciation                                          17.96%      1,280.24    12.802441     1,000.00   12/31/1997
AIM V.I. International Equity                                          11.79%      1,181.44    11.814369     1,000.00   12/31/1997
Alliance Premier Growth                                                39.17%      1,639.52    16.395203     1,000.00   12/31/1997
Alliance Real Estate Investment                                       -10.93%        841.03     8.410331     1,000.00   12/31/1997
Liberty Newport Tiger Fund, Variable Series                            12.02%      1,185.05    11.850543     1,000.00   12/31/1997
Goldman Sachs Growth and Income                                         6.04%      1,086.65    10.866470     1,000.00    1/29/1998
Goldman Sachs International Equity                                     11.24%      1,162.85    11.628506     1,000.00    1/29/1998
Goldman Sachs Global Income                                             3.86%      1,055.15    10.551525     1,000.00    1/29/1998
Kemper Small Cap Growth                                                13.44%      1,207.60    12.075969     1,000.00   12/31/1997
Kemper Small Cap Value                                                 -5.34%        921.25     9.212540     1,000.00   12/31/1997
Kemper Government Securities                                            3.23%      1,048.68    10.486805     1,000.00   12/31/1997
MFS Research                                                           20.14%      1,315.82    13.158217     1,000.00   12/31/1997
MFS Growth with Income                                                 17.22%      1,268.32    12.683197     1,000.00   12/31/1997
MFS Emerging Growth                                                    30.11%      1,482.50    14.825001     1,000.00   12/31/1997
MFS /  Foreign & Colonial Emerging Markets Equity                     -13.96%        798.61     7.986146     1,000.00   12/31/1997
MFS High Income                                                         1.75%      1,026.24    10.262353     1,000.00   12/31/1997
MFS Global Governments                                                  1.93%      1,029.01    10.290122     1,000.00   12/31/1997
Oppenheimer Capital Appreciation                                       25.64%      1,406.99    14.069924     1,000.00   12/31/1997
Oppenheimer Main Street Growth & Income                                11.43%      1,175.66    11.756598     1,000.00   12/31/1997
Oppenheimer High Income                                                 1.33%      1,019.89    10.198942     1,000.00   12/31/1997
Oppenheimer Bond                                                        1.89%      1,028.34    10.283438     1,000.00   12/31/1997
Oppenheimer Strategic Bond                                              0.63%      1,009.49    10.094897     1,000.00   12/31/1997
Putnam VT Growth and Income                                            16.11%      1,250.30    12.503038     1,000.00   12/31/1997
Putman VT New Value                                                    12.33%      1,190.00    11.899961     1,000.00   12/31/1997
Putnam VT Vista                                                        20.39%      1,319.91    13.199054     1,000.00   12/31/1997
Putnam VT International Growth                                         19.55%      1,306.22    13.062217     1,000.00   12/31/1997
Putnam VT International New Opportunities                              22.44%      1,353.66    13.536626     1,000.00   12/31/1997
Franklin Small Cap Investments                                (1)      21.10%      1,211.02    12.110248     1,000.00     3/1/1999
Templeton International                                                 0.13%      1,001.49    10.014949     1,000.00     5/1/1998
Templeton Developing Markets                                            6.30%      1,073.71    10.737070     1,000.00     5/1/1998
Templeton Mutual Shares Investments                                     8.61%      1,100.99    11.009906     1,000.00     5/1/1998
<FN>
(1)  Return is not annualized for periods less than 1 year.
</FN>
</TABLE>



<TABLE>
<CAPTION>
Days Since
 Inception

<S>     <C>
        173
      1,156
      1,122
        680
        680
        680
      1,156
      1,156
      1,156
      1,156
      1,156
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        517
        517
        517
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        546
        121
        425
        425
        425
<FN>
(1)  Return is not annualized for periods less than 1 year.
</FN>
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
1 Year Performance- Part II
As of 6/30/99

                                                                                                             Less:
                                                                                            ---------------------------------------
                                                     Portfolio    Sub-Account     1 Year       M & E /     Contract

                                                     Inception     Inception    Portfolio       Admin       Annual     Withdrawal
                                                       Date          Date         Return        Fees          Fee          Fee

<S>                                                     <C> <C>      <C> <C>         <C>           <C>          <C>          <C>
Franklin Small Cap Investments                          5/1/1998     3/1/1999        15.12%        1.40%        0.10%        4.50%
American Century VP Income & Growth                   10/30/1997        n / a        18.54%        1.40%        0.10%        4.50%
American Century VP International                       5/1/1994        n / a         1.74%        1.40%        0.10%        4.50%
American Century VP Value                               5/1/1996        n / a        11.98%        1.40%        0.10%        4.50%
Dreyfus VIF Capital Appreciation                        4/5/1993        n / a        15.86%        1.40%        0.10%        4.50%
Dreyfus VIF Disciplined Stock                           5/1/1996        n / a        18.85%        1.40%        0.10%        4.50%
Dreyfus Stock Index                                    9/29/1989        n / a        22.36%        1.40%        0.10%        4.50%
INVESCO VIF Dynamics                                   8/25/1997        n / a        21.92%        1.40%        0.10%        4.50%
INVESCO VIF High Yield                                 5/27/1994        n / a         1.73%        1.40%        0.10%        4.50%
PIMCO High Yield Bond                                  4/30/1998        n / a         2.28%        1.40%        0.10%        4.50%
PIMCO StocksPLUS Growth & Income                      12/31/1997        n / a        23.86%        1.40%        0.10%        4.50%
PIMCO Total Return Bond                               12/31/1997        n / a         3.55%        1.40%        0.10%        4.50%
Scudder V.L. International                              5/1/1987        n / a         7.99%        1.40%        0.10%        4.50%
</TABLE>


<TABLE>
<CAPTION>
 Avg. Annual Total Return

          1 Year
 --------------------------
                  Non-
   Standard     Standard

        <S>         <C>
        9.12%       13.72%
       12.54%       17.14%
       -4.26%        0.34%
        5.98%       10.58%
        9.86%       14.46%
       12.85%       17.45%
       16.36%       20.96%
       15.92%       20.52%
       -4.27%        0.33%
       -3.72%        0.88%
       17.86%       22.46%
       -2.45%        2.15%
        1.99%        6.59%
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
5 Year Performance- Part II
As of 6/30/99

                                                                                                             Less:
                                                                                            ---------------------------------------
                                                     Portfolio    Sub-Account     5 Year       M & E /     Contract

                                                     Inception     Inception    Portfolio       Admin       Annual     Withdrawal
                                                       Date          Date         Return        Fees          Fee          Fee

<S>                                                    <C>  <C>      <C> <C>          <C>          <C>          <C>
General American Capital Company Money Market          10/1/1987     6/3/1996         5.54%        1.40%        0.10%
AIM V.I. Value                                          5/5/1993   12/31/1997        25.41%        1.40%        0.10%
AIM V.I. Capital Appreciation                           5/5/1993   12/31/1997        21.16%        1.40%        0.10%
AIM V.I. International Equity                           5/5/1993   12/31/1997        12.82%        1.40%        0.10%
Alliance Premier Growth                                6/26/1992   12/31/1997        32.57%        1.40%        0.10%
Kemper Small Cap Growth                                 5/2/1994   12/31/1997        23.95%        1.40%        0.10%
Kemper Government Securities                            9/3/1987   12/31/1997         7.41%        1.40%        0.10%
MFS Global Governments                                 6/14/1994   12/31/1997         4.40%        1.40%        0.10%
Oppenheimer Capital Appreciation                        4/3/1985   12/31/1997        27.00%        1.40%        0.10%
Oppenheimer High Income                                4/30/1986   12/31/1997         9.79%        1.40%        0.10%
Oppenheimer Bond                                        4/3/1985   12/31/1997         7.09%        1.40%        0.10%
Oppenheimer Strategic Bond                              5/3/1993   12/31/1997         7.60%        1.40%        0.10%
Putnam VT Growth and Income                             2/1/1988   12/31/1997        21.98%        1.40%        0.10%
Templeton International                                 5/1/1992     5/1/1998        15.27%        1.40%        0.10%
American Century VP International                       5/1/1994        n / a        13.53%        1.40%        0.10%
Dreyfus VIF Capital Appreciation                        4/5/1993        n / a        26.10%        1.40%        0.10%
Dreyfus Stock Index                                    9/29/1989        n / a        27.36%        1.40%        0.10%
INVESCO VIF High Yield                                 5/27/1994        n / a        12.18%        1.40%        0.10%
Scudder V.L. International                              5/1/1987        n / a        12.28%        1.40%        0.10%
</TABLE>

<TABLE>
<CAPTION>
 Avg. Annual Total Return

          5 Year
 --------------------------
                  Non-
   Standard     Standard

        <S>          <C>
        4.04%        4.14%
       23.91%       24.01%
       19.66%       19.76%
       11.32%       11.42%
       31.07%       31.17%
       22.45%       22.55%
        5.91%        6.01%
        2.90%        3.00%
       25.50%       25.60%
        8.29%        8.39%
        5.59%        5.69%
        6.10%        6.20%
       20.48%       20.58%
       13.77%       13.87%
       12.03%       12.13%
       24.60%       24.70%
       25.86%       25.96%
       10.68%       10.78%
       10.78%       10.88%
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One (333-34741)
Since Inception Performance- Part II
As of 6/30/99

                                                                                                             Less:
                                                                                            ---------------------------------------
                                                     Portfolio    Sub-Account   Inception      M & E /     Contract

                                                     Inception     Inception    Portfolio       Admin       Annual     Withdrawal
                                                       Date          Date         Return        Fees          Fee          Fee

<S>                                                    <C>  <C>      <C> <C>          <C>          <C>          <C>
General American Capital Company Money Market          10/1/1987     6/3/1996         5.53%        1.40%        0.10%
Russell Multi-Style Equity                              1/2/1997   12/31/1997        28.18%        1.40%        0.10%        4.50%
Russell Aggressive Equity                               1/2/1997   12/31/1997        13.76%        1.40%        0.10%        4.50%
Russell Non-U.S.                                        1/2/1997   12/31/1997         8.05%        1.40%        0.10%        4.50%
Russell Core Bond                                       1/2/1997   12/31/1997         6.34%        1.40%        0.10%        4.50%
AIM V.I. Value                                          5/5/1993   12/31/1997        22.63%        1.40%        0.10%
AIM V.I. Capital Appreciation                           5/5/1993   12/31/1997        18.88%        1.40%        0.10%
AIM V.I. International Equity                           5/5/1993   12/31/1997        13.02%        1.40%        0.10%
Alliance Premier Growth                                6/26/1992   12/31/1997        25.64%        1.40%        0.10%
Alliance Real Estate Investment                         1/9/1997   12/31/1997         2.34%        1.40%        0.10%        4.50%
Liberty Newport Tiger Fund, Variable Series             5/1/1995   12/31/1997         1.65%        1.40%        0.10%        4.50%
Goldman Sachs Growth and Income                        1/12/1998    1/29/1998        10.96%        1.40%        0.10%        4.50%
Goldman Sachs International Equity                     1/12/1998    1/29/1998        15.36%        1.40%        0.10%        4.50%
Goldman Sachs Global Income                            1/12/1998    1/29/1998         4.53%        1.40%        0.10%        4.50%
Kemper Small Cap Growth                                 5/2/1994   12/31/1997        22.60%        1.40%        0.10%
Kemper Small Cap Value                                  5/1/1996   12/31/1997         4.98%        1.40%        0.10%        4.50%
Kemper Government Securities                            9/3/1987   12/31/1997         7.51%        1.40%        0.10%
MFS Research                                           7/26/1995   12/31/1997        22.00%        1.40%        0.10%        4.50%
MFS Growth with Income                                 10/9/1995   12/31/1997        24.02%        1.40%        0.10%        4.50%
MFS Emerging Growth                                    7/24/1995   12/31/1997        26.65%        1.40%        0.10%        4.50%
MFS /  Foreign & Colonial Emerging Markets Equity     10/16/1997   12/31/1997       -16.61%        1.40%        0.10%        4.50%
MFS High Income                                        7/26/1995   12/31/1997         8.95%        1.40%        0.10%        4.50%
MFS Global Governments                                 6/14/1994   12/31/1997         4.40%        1.40%        0.10%
Oppenheimer Capital Appreciation                        4/3/1985   12/31/1997        16.98%        1.40%        0.10%
Oppenheimer Main Street Growth & Income                 7/5/1995   12/31/1997        27.57%        1.40%        0.10%        4.50%
Oppenheimer High Income                                4/30/1986   12/31/1997        12.63%        1.40%        0.10%
Oppenheimer Bond                                        4/3/1985   12/31/1997         8.26%        1.40%        0.10%
Oppenheimer Strategic Bond                              5/3/1993   12/31/1997         6.25%        1.40%        0.10%
Putnam VT Growth and Income                             2/1/1988   12/31/1997        15.93%        1.40%        0.10%
Putman VT New Value                                     1/2/1997   12/31/1997        15.39%        1.40%        0.10%        4.50%
Putnam VT Vista                                         1/2/1997   12/31/1997        22.58%        1.40%        0.10%        4.50%
Putnam VT International Growth                          1/2/1997   12/31/1997        19.20%        1.40%        0.10%        4.50%
Putnam VT International New Opportunities               1/2/1997   12/31/1997        13.82%        1.40%        0.10%        4.50%
Franklin Small Cap Investments                          5/1/1998     3/1/1999         8.36%        1.40%        0.10%        4.50%
Templeton International                                 5/1/1992     5/1/1998        14.69%        1.40%        0.10%
Templeton Developing Markets                            3/1/1996     5/1/1998        -8.10%        1.40%        0.10%        4.50%
Templeton Mutual Shares Investments                     5/1/1998     5/1/1998        10.14%        1.40%        0.10%        4.50%
American Century VP Income & Growth                   10/30/1997        n / a        27.61%        1.40%        0.10%        4.50%
American Century VP International                       5/1/1994        n / a        12.59%        1.40%        0.10%
American Century VP Value                               5/1/1996        n / a        17.79%        1.40%        0.10%        4.50%
Dreyfus VIF Capital Appreciation                        4/5/1993        n / a        21.12%        1.40%        0.10%
Dreyfus VIF Disciplined Stock                           5/1/1996        n / a        28.12%        1.40%        0.10%        4.50%
Dreyfus Stock Index                                    9/29/1989        n / a        17.57%        1.40%        0.10%
INVESCO VIF Dynamics                                   8/25/1997        n / a        23.84%        1.40%        0.10%        4.50%
INVESCO VIF High Yield                                 5/27/1994        n / a        11.92%        1.40%        0.10%
PIMCO High Yield Bond                                  4/30/1998        n / a         2.83%        1.40%        0.10%        4.50%
PIMCO Low Duration Bond                                2/16/1999        n / a         1.28%        0.52%        0.10%        5.00%
PIMCO StocksPLUS Growth & Income                      12/31/1997        n / a        28.16%        1.40%        0.10%        4.50%
PIMCO Total Return Bond                               12/31/1997        n / a         4.42%        1.40%        0.10%        4.50%
Scudder V.L. International                              5/1/1987        n / a        11.61%        1.40%        0.10%
</TABLE>


<TABLE>
<CAPTION>
Avg. Annual Total Return

     Since Inception
- --------------------------
                 Non-
  Standard     Standard

       <S>          <C>
       4.03%        4.13%
      22.18%       26.78%
       7.76%       12.36%
       2.05%        6.65%
       0.34%        4.94%
      21.13%       21.23%
      17.38%       17.48%
      11.52%       11.62%
      24.14%       24.24%
      -3.66%        0.94%
      -4.35%        0.25%
       4.96%        9.56%
       9.36%       13.96%
      -1.47%        3.13%
      21.10%       21.20%
      -1.02%        3.58%
       6.01%        6.11%
      16.00%       20.60%
      18.02%       22.62%
      20.65%       25.25%
     -22.61%      -18.01%
       2.95%        7.55%
       2.90%        3.00%
      15.48%       15.58%
      21.57%       26.17%
      11.13%       11.23%
       6.76%        6.86%
       4.75%        4.85%
      14.43%       14.53%
       9.39%       13.99%
      16.58%       21.18%
      13.20%       17.80%
       7.82%       12.42%
       2.36%        6.96%
      13.19%       13.29%
     -14.10%       -9.50%
       4.14%        8.74%
      21.61%       26.21%
      11.09%       11.19%
      11.79%       16.39%
      19.62%       19.72%
      22.12%       26.72%
      16.07%       16.17%
      17.84%       22.44%
      10.42%       10.52%
      -3.17%        1.43%
      -4.34%        0.76%
      22.16%       26.76%
      -1.58%        3.02%
      10.11%       10.21%
</TABLE>


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