COVA VARIABLE ANNUITY ACCOUNT ONE
485BPOS, 1999-04-29
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                                                            File Nos. 33-39100
                                                                      811-5200
==============================================================================

                      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.  15                                    [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
  Amendment No. 32                                                       [X]

                      (Check appropriate box or boxes.)

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

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

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

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

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


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

   
It is proposed that this filing will become effective:

     _____  immediately upon filing pursuant to paragraph (b) of Rule 485
     __X___ on May 1, 1999 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 Portfolios of AIM Variable Insurance
Funds,  Inc.; two Portfolios of Alliance  Variable  Products Series Fund,  Inc.;
seventeen Portfolios of the Cova Series Trust; one Portfolio of General American
Capital  Company;  three  Portfolios of Goldman Sachs Variable  Insurance Trust;
four Portfolios of Kemper  Variable  Series;  one Portfolio of Liberty  Variable
Investment  Trust;  six  Portfolios  of  MFS  Variable   Insurance  Trust;  five
Portfolios of  Oppenheimer  Variable  Account Funds;  five  Portfolios of Putnam
Variable Trust, Class IA Shares; eight Portfolios,  Class 1 Shares, of Templeton
Variable  Products  Series Fund; two Portfolios of Variable  Insurance  Products
Fund; one Portfolio of Variable  Insurance  Products Fund II; and two Portfolios
of Variable  Insurance  Products Fund III.  Different versions of the Prospectus
will be created from this Registration  Statement.  The only differences between
the versions of the Prospectuses  created from this Registration  Statement will
be the underlying funds available.  The distribution  system for each version of
the  Prospectus  is  different.  These  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 A


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


                         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 __ investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and __ investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted).     

   
AIM VARIABLE INSURANCE FUNDS, INC.:
MANAGED BY A I M ADVISORS, INC.
   AIM V.I. Capital Appreciation
   AIM V.I. International Equity
   AIM V.I. Value

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
   Premier Growth 
   Real Estate Investment 

COVA SERIES TRUST:
MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.:
   Select Equity
   Small Cap Stock
   International Equity
   Quality Bond
   Large Cap Stock

MANAGED BY LORD, ABBETT & CO.:
   Bond Debenture
   Mid-Cap Value
   Large Cap Research
   Developing Growth
   Lord Abbett Growth and Income


MANAGED BY MISSISSIPPI VALLEY     
ADVISORS, INC.                    
   Balanced                            
   Small Cap Equity
   Equity Income
   Growth & Income Equity

MANAGED BY RIGGS BANK N.A.
   Riggs Stock
   Riggs Small Company Stock
   Riggs U.S. Government Securities
                                                                  
GENERAL AMERICAN CAPITAL                                          
COMPANY: 
MANAGED BY CONNING
ASSET MANAGEMENT COMPANY                                          
    Money Market                                                  
                          
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
MANAGED BY GOLDMAN SACHS ASSET
MANAGEMENT
    Goldman Sachs Growth and Income Fund

MANAGED BY GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL
    Goldman Sachs International Equity Fund
    Goldman Sachs Global Income Fund
                            
KEMPER VARIABLE SERIES:
MANAGED BY SCUDDER KEMPER INVESTMENTS, INC.
   Kemper Small Cap Value 
   Kemper Government Securities 
   Kemper Small Cap Growth 

MANAGED BY DREMAN VALUE MANAGEMENT, L.L.C.
   Kemper-Dreman High Return Equity 

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 
  MFS Research 
  MFS Growth With Income 
  MFS High Income
  MFS Global Governments 
  MFS Bond 
 
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
MANAGED BY OPPENHEIMERFUNDS, INC.
   Oppenheimer High Income Fund/VA
   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA (formerly Oppenheimer Growth)
   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 Class IA Shares
   Putnam VT International Growth Class IA Shares
   Putnam VT International New Opportunities Class IA Shares
   Putnam VT New Value Class IA Shares
   Putnam VT Vista Class IA Shares

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
MANAGED BY FRANKLIN ADVISERS, INC.
   Franklin Growth Investments
   Franklin Small Cap Investments

MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
   Mutual Shares Investments

MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
   Templeton Asset Allocation
   Templeton Bond
   Templeton International
   Templeton Stock

MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
   Templeton Developing Markets

VARIABLE INSURANCE PRODUCTS FUND:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP Growth
   VIP Equity-Income

VARIABLE INSURANCE PRODUCTS FUND II:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP II Contrafund

VARIABLE INSURANCE PRODUCTS FUND III:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP III Growth Opportunities
   VIP III Growth & Income
     

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated May 1, 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:

* are not bank deposits
* are not federally insured
* are not endorsed by any bank or government agency
* 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.


May 1, 1999

                              TABLE OF CONTENTS

                                                                        PAGE
INDEX OF SPECIAL TERMS

SUMMARY

FEE TABLE

EXAMPLES

THE ANNUITY CONTRACT

ANNUITY PAYMENTS (THE INCOME PHASE)

PURCHASE
Purchase Payments
Allocation of Purchase Payments
Accumulation Units

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

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

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

ACCESS TO YOUR MONEY
Systematic Withdrawal Program
Suspension of Payments or Transfers

PERFORMANCE

DEATH BENEFIT
Upon Your Death
Death of Annuitant

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

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A
Condensed Financial Information

APPENDIX B
Performance Information




                            INDEX OF SPECIAL TERMS


We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the contract,  however,  certain technical words
or  terms  are  unavoidable  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.......................................................
Accumulation Unit........................................................
Annuitant................................................................
Annuity Date.............................................................
Annuity Options..........................................................
Annuity Payments.........................................................
Annuity Unit.............................................................
Beneficiary..............................................................
Earnings.................................................................
Fixed Account............................................................
Income Phase.............................................................
Investment Portfolios....................................................
Joint Owner..............................................................
Non-Qualified............................................................
Owner....................................................................
Purchase Payment.........................................................
Qualified................................................................
Tax Deferral.............................................................


SUMMARY

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

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 __ investment portfolios.  These portfolios are designed to
offer a 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 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.

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.


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.

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

   
AIM VARIABLE INSURANCE FUNDS, INC.:
MANAGED BY A I M ADVISORS, INC.
   AIM V.I. Capital Appreciation
   AIM V.I. International Equity
   AIM V.I. Value

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
   Premier Growth 
   Real Estate Investment

COVA SERIES TRUST:
MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.:
   Select Equity
   Small Cap Stock
   International Equity
   Quality Bond
   Large Cap Stock

MANAGED BY LORD, ABBETT & CO.:
   Bond Debenture
   Mid-Cap Value
   Large Cap Research
   Developing Growth
   Lord Abbett Growth and Income
                                                             
MANAGED BY MISSISSIPPI VALLEY     
ADVISORS, INC.                    
   Balanced                            
   Small Cap Equity
   Equity Income
   Growth & Income Equity

MANAGED BY RIGGS BANK N.A.
   Riggs Stock
   Riggs Small Company Stock
   Riggs U.S. Government Securities
                                                                  
GENERAL AMERICAN CAPITAL                                          
COMPANY: 
MANAGED BY CONNING
ASSET MANAGEMENT COMPANY                                          
    Money Market                                                  

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

MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
    Goldman Sachs International Equity Fund
    Goldman Sachs Global Income Fund

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

MANAGED BY DREMAN VALUE MANAGEMENT, L.L.C.
   Kemper-Dreman High Return Equity 

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS:
MANAGED BY OPPENHEIMERFUNDS, INC.
   Oppenheimer High Income Fund/VA
   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA
   Oppenheimer Main Street Growth & Income Fund/VA
   Oppenheimer Strategic Bond Fund/VA

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

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
MANAGED BY FRANKLIN ADVISERS, INC.
   Franklin Growth Investments
   Franklin Small Cap Investments

MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
   Mutual Shares Investments

MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
   Templeton Asset Allocation
   Templeton Bond
   Templeton International
   Templeton Stock

MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
   Templeton Developing Markets

VARIABLE INSURANCE PRODUCTS FUND:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP Growth
   VIP Equity-Income

VARIABLE INSURANCE PRODUCTS FUND II:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP II Contrafund

VARIABLE INSURANCE PRODUCTS FUND III:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP III Growth Opportunities
   VIP III Growth & Income
   (VIP, VIP II and VIP III refer to Variable Insurance
   Products Fund, Variable Insurance Products Fund II and 
   Variable Insurance Products Fund III, respectively.)

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

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

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

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

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

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

*    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.

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

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.

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.

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

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?  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:

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

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

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

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

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

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 the investment portfolios.


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


<TABLE>
<CAPTION>
<S>                                         <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Premium          1.25%
Administrative Expense Charge                .15%
                                            -----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES      1.40%
</TABLE>


   
<TABLE>
<CAPTION>
<S>                                                 <C>          <C>               <C>                     <C>
                                                                                  
INVESTMENT PORTFOLIO EXPENSES                                                   Other Expenses 
(as a percentage of the average daily net                                       (after expense
assets of an investment portfolio)                  Management                  reimbursement for       Total Annual
                                                    Fees                      certain Portfolios)     Portfolio Expenses
                                                    -----------             ----------------------  ------------------

AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.                              
   AIM V.I. Capital Appreciation                             .62%                         .05%              .67%
   AIM V.I. International Equity                             .75%                         .16%              .91%
   AIM V.I. Value                                            .61%                         .05%              .66%

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Managed by Alliance Capital Management L.P.
   Premier Growth (a)                                       1.00%                         .06%             1.06%
   Real Estate Investment (b)                                .08%                         .87%              .95%

COVA SERIES TRUST(c)
Managed by J.P. Morgan Investment Management Inc.
   Select Equity                                             .68%                         .18%              .86%
   Small Cap Stock                                           .85%                         .27%             1.12%
   International Equity                                      .80%                         .28%             1.08%
   Quality Bond                                              .55%                         .10%              .65%
   Large Cap Stock                                           .65%                         .10%              .75%
Managed by Lord, Abbett & Co.
   Bond Debenture                                            .75%                         .10%              .85%
   Mid-Cap Value                                            1.00%                         .30%             1.30%
   Large Cap Research                                       1.00%                         .30%             1.30%
   Developing Growth                                         .90%                         .30%             1.20%
   Lord Abbett Growth and Income(d)                          .65%                         .07%              .72%
Managed by Mississippi Valley Advisors, Inc.
   Balanced                                                 1.00%                         .10%             1.10%
   Small Cap Equity                                         1.00%                         .10%             1.10%
   Equity Income                                            1.00%                         .10%             1.10%
   Growth & Income Equity                                   1.00%                         .10%             1.10%

Managed by Riggs Bank N.A.
   Riggs Stock (e)                                           .95%                         .10%             1.05%
   Riggs Small Company Stock                                1.00%                         .10%             1.10%
   Riggs U.S. Government Securities (e)                      .75%                         .10%              .85%

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
   Money Market                                             .125%                         .08%             .205%


GOLDMAN SACHS VARIABLE INSURANCE TRUST (f)
Managed by Goldman Sachs Asset Management
   Goldman Sachs Growth and Income Fund                      .75%                         .15%              .90%

Managed By Goldman Sachs Asset Management 
International   
   Goldman Sachs International Equity Fund                  1.00%                         .25%             1.25%
   Goldman Sachs Global Income Fund                          .90%                         .15%             1.05%

KEMPER VARIABLE SERIES
Managed by Scudder Kemper Investments, Inc.
   Kemper Small Cap Value (g)                               .75%                          .05%              .80%
   Kemper Government Securities                             .55%                          .11%              .66%
   Kemper Small Cap Growth                                  .65%                          .05%              .70%

Managed by Dreman Value Management, L.L.C.
   Kemper-Dreman High Return Equity (h)                     .42%                          .45%              .87%

LIBERTY VARIABLE INVESTMENT TRUST
Managed by Newport Fund Management Inc.
   Newport Tiger Fund, Variable Series                      .90%                          .40%             1.30%

MFS VARIABLE INSURANCE TRUST(i)
Managed by Massachusetts Financial Services Company
   MFS Emerging Growth                                      .75%                          .10%              .85%
   MFS Research                                             .75%                          .11%              .86%
   MFS Growth With Income                                   .75%                          .13%              .88%
   MFS High Income                                          .75%                          .28%             1.03%
   MFS Global Governments (j)                               .75%                          .26%             1.01%
   MFS Bond (j)                                             .60%                          .42%             1.02%

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Managed by OppenheimerFunds, Inc.                          
   Oppenheimer High Income Fund/VA                          .74%                          .04%              .78%
   Oppenheimer Bond Fund/VA                                 .72%                          .02%              .74%
   Oppenheimer Capital Appreciation Fund/VA                 .72%                          .03%              .75%
   Oppenheimer Main Street Growth & Income Fund/VA          .74%                          .05%              .79%
   Oppenheimer Strategic Bond Fund/VA                       .74%                          .06%              .80%

PUTNAM VARIABLE TRUST
Managed by Putnam Investment Management, Inc.
   Putnam VT Growth and Income Class IA Shares              .46%                          .04%              .50%
   Putnam VT International Growth Class IA Shares           .80%                          .27%             1.07%
   Putnam VT International New Opportunities (k)
     Class IA Shares                                       1.18%                          .42%             1.60% 
   Putnam VT New Value Class IA Shares                      .70%                          .11%              .81%
   Putnam VT Vista Class IA Shares                          .65%                          .12%              .77%

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 
SHARES
Managed by Franklin Advisers, Inc.
   Franklin Growth Investments(l)                           .00%                         1.00%             1.00%
   Franklin Small Cap Investments(l)                        .15%                          .85%             1.00%

Managed by Franklin Mutual Advisers, Inc.
   Mutual Shares Investments(l)                             .00%                         1.00%             1.00%

Managed by Templeton Investment Counsel, Inc.
   Templeton Asset Allocation                               .60%                          .18%              .78%
   Templeton Bond                                           .50%                          .23%              .73%
   Templeton International                                  .69%                          .17%              .86%
   Templeton Stock                                          .70%                          .19%              .89%

Managed by Templeton Asset Management Ltd.
   Templeton Developing Markets                            1.25%                          .41%             1.66%

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management &
Research Company
     VIP III Growth Opportunities (m)                        .59%                         .11%              .70%
     VIP Growth (m)                                          .59%                         .07%              .66%
     VIP III Growth & Income(m)                              .49%                         .11%              .60%
     VIP Equity-Income (m)                                   .49%                         .08%              .57%
     VIP II Contrafund (m)                                   .59%                         .07%              .66%
</TABLE>                                                     


    
   

     (a) The adviser to the Fund  discontinued  the expense  reimbursement  with
respect to the Premier Growth Portfolio effective May 1, 1998.

     (b) 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.                               
                                           
     (c) Since May 1, 1996, Cova has been reimbursing the investment  portfolios
of Cova Series Trust  (except the Riggs  Stock,  Riggs Small  Company  Stock and
Riggs  U.S.  Government  Securities  Portfolios  which  have  not yet  commenced
investment  operations) for all operating expenses  (exclusive of the management
fees) in  excess  of  approximately  .10%.  Beginning  May 1,  1999,  Cova  will
discontinue  this  reimbursement  arrangement  for the Select Equity,  Small Cap
Stock and International  Equity Portfolios.  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.  Also beginning May 1,
1999,  Cova will reimburse 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%. 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,  1.70% for the Developing Growth  Portfolio,  3.08% for the
Balanced  Portfolio,  4.19% for the Small Cap  Equity  Portfolio,  2.69% for the
Equity-Income Portfolio and 2.00% for the Growth & Income Equity Portfolio.
    

     (d) Estimated.  The Portfolio commenced  investment  operations on January 
8, 1999.


     (e)  Estimated.  The  Riggs  Stock  and Riggs  U.S.  Government  Securities
Portfolios will commence investment  operations on June 1, 1999. Riggs Bank N.A.
has agreed to  voluntarily  reimburse the Riggs Stock and Riggs U.S.  Government
Securities  Portfolios for all operating  expenses  (exclusive of the management
fees) in excess of approximately  .10%.  Absent the expense  reimbursement,  the
total estimated expenses, on an annualized basis, for these Portfolios are 3.80%
for the Riggs Stock Portfolio and 3.50% for the Riggs U.S. Government Securities
Portfolio.

     (f) 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.

     (g) Pursuant to its agreement with Kemper Variable  Series,  the investment
manager and the accounting agent have agreed, for the one year period commencing
on the date of this prospectus,  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.

     (h) Pursuant to its agreement with Kemper Variable  Series,  the investment
manager and the accounting agent have agreed, for the one year period commencing
on the date of this prospectus,  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-Dreman High
Return  Equity of Kemper  Variable  Series to the  levels set forth in the table
above. Without taking into effect these expense caps, for the Kemper-Dreman High
Return  Equity:  management  fees are estimated to be .75%;  Other  Expenses are
estimated to be .45% and total operating expenses are estimated to be 1.20%.

     (i) 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.

     (j)  MFS  has  agreed  to  bear  expenses  for  these  series,  subject  to
reimbursement  by these  series,  such that each such series'  "Other  Expenses"
shall not exceed the  following  percentages  of the average daily net assets of
the series  during the current  fiscal year:  0.40% for the Bond Series and .25%
for the Global  Governments  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.

     (k) 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.

     (l) Figures reflect  expenses from the Fund's  inception on May 1, 1998 and
are  annualized.  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%, 4.08% and 4.68% for
the Franklin Growth  Investments Fund;  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.

     (m) A portion of the brokerage  commissions that certain funds pay was used
to reduce fund expenses.  In addition,  certain funds, or the investment adviser
on behalf of certain funds,  have entered into arrangements with their custodian
whereby  credits  realized as a result of uninvested  cash balances were used to
reduce  custodian  expenses.   Including  these  reductions,  the  Total  Annual
Portfolio  Expenses  presented in the table would have been .70% for the VIP III
Growth Opportunities Portfolio;  .66% for the VIP Growth Portfolio; .60% for the
VIP III Growth & Income Portfolio; .57% for the VIP Equity-Income Portfolio; and
 .66% for the VIP II Contrafund Portfolio.
  
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.
   
<TABLE>
<CAPTION>
<S>                                                <C>         <C>          <C>           <C>
                                                                Time         Periods
                                                     1 year     3 years      5 years      10 years
                                                     ------     -------      -------      --------
AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.     
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.
   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
   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
   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
   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
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
   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
   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
   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
   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
Managed by Mississippi Valley Advisors, Inc.
   Balanced                                        (a) $76.30  (a) $125.66   (a) $182.48   (a) $291.02
                                                   (b) $26.30  (b) $ 80.66   (b) $137.48   (b) $291.02
   Small Cap Equity                                (a) $76.30  (a) $125.66   (a) $182.48   (a) $291.02
                                                   (b) $26.30  (b) $ 80.66   (b) $137.48   (b) $291.02
   Equity Income                                   (a) $76.30  (a) $125.66   (a) $182.48   (a) $291.02
                                                   (b) $26.30  (b) $ 80.66   (b) $137.48   (b) $291.02
   Growth & Income Equity                          (a) $76.30  (a) $125.66   (a) $182.48   (a) $291.02
                                                   (b) $26.30  (b) $ 80.66   (b) $137.48   (b) $291.02

Managed by Riggs Bank N.A.
   Riggs Stock                                     (a) $75.80  (a) $124.17
                                                   (b) $25.80  (b) $ 79.17
   Riggs Small Company Stock                       (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66
   Riggs U.S. Government Securities                (a) $73.80  (a) $118.16
                                                   (b) $23.80  (b) $ 73.16


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 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
   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

KEMPER VARIABLE SERIES

Managed by Scudder Kemper Investments, Inc.

    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
    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
Managed by Dreman Value Management, L.L.C.

    Kemper-Dreman High Return Equity               (a)$74.00   (a)$118.76    (a) $171.00   (a) $268.25
                                                   (b)$24.00   (b)$ 73.76    (b) $126.00   (b) $268.25

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 Research                                       (a) $73.90  (a) $118.46   (a) $170.49   (a) $267.24
                                                   (b) $23.90  (b) $ 73.46   (b) $125.49   (b) $267.24
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 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 Bond                                           (a) $75.50  (a) $123.27   (a) $178.50   (a) $283.17
                                                   (b) $25.50  (b) $ 78.27   (b) $133.50   (b) $283.17

OPPENHEIMER VARIABLE ACCOUNT FUNDS

    Managed by OppenheimerFunds, Inc.

    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 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 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)$81.48   (a)$141.08    (a) $207.93   (a) $340.45
                                                   (b)$31.48   (b)$ 96.08    (b) $162.93   (b) $340.45
    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 Growth 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
    Franklin Small Cap 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 Franklin Mutual Advisers, Inc.

    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 Investment Counsel, Inc.  

    Templeton Asset Allocation                     (a)$73.10   (a)$116.05    (a) $166.47   (a) $259.18
                                                   (b)$23.10   (b)$ 71.05    (b) $121.47   (b) $259.18
    Templeton Bond                                 (a)$72.59   (a)$114.54    (a) $163.94   (a) $254.10
                                                   (b)$22.59   (b)$ 69.54    (b) $118.94   (b) $254.10
    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
    Templeton Stock                                (a)$74.20   (a)$119.37    (a) $172.00   (a) $270.25
                                                   (b)$24.20   (b)$ 74.37    (b) $127.00   (b) $270.25
    
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

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management & 
Research Company
VIP III Growth Opportunities                       (a) $72.29  (a) $113.63   (a) $162.42   (a) $251.04
                                                   (b) $22.29  (b) $ 68.63   (b) $117.42   (b) $251.04
VIP Growth                                         (a) $71.89  (a) $112.42   (a) $160.39   (a) $246.95
                                                   (b) $21.89  (b) $ 67.42   (b) $115.39   (b) $246.95
VIP III Growth & Income                            (a) $71.29  (a) $110.60   (a) $157.34   (a) $240.77
                                                   (b) $21.29  (b) $ 65.60   (b) $112.34   (b) $240.77
VIP Equity-Income                                  (a) $70.99  (a) $109.69   (a) $155.81   (a) $237.67
                                                   (b) $20.99  (b) $ 64.69   (b) $110.81   (b) $237.67
VIP II Contrafund                                  (a) $71.89  (a) $112.42   (a) $160.39   (a) $246.95
                                                   (b) $21.89  (b) $ 67.42   (b) $115.39   (b) $246.95
</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  under  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. 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.

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.  Annuity  payments  must begin 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, on 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 with respect to contracts
issued on or after May 1, 1996. 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."

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:

* fixed account,

* the investment  portfolio(s) or 

* a combination of both. 

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


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

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

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

3)   the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed 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,  except in New Jersey  ($2,000  if the  contract  is issued in
Massachusetts  or Texas).  In that case,  Cova may pay 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.

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 any type of  contract.  Cova  reserves  the right to reject any purchase
payment (except in New Jersey).

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.  There is a $500
minimum  allocation  requirement  for the fixed account and for each  investment
portfolio.

Once we receive your  purchase  payment and the necessary  information,  we will
issue your contract and allocate your first purchase payment within two 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 five
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.

INVESTMENT OPTIONS
   

The contract offers __ 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. CERTAIN PORTFOLIOS
CONTAINED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR CONTRACT.

AIM VARIABLE INSURANCE FUNDS, INC.

AIM  Variable  Insurance  Funds,  Inc. is a management  investment  company 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.  Each investment portfolio has a different investment
objective.  Cova Advisory has engaged  sub-advisers to provide investment advice
for the individual  investment  portfolios.  The following investment portfolios
are available under the contract:

J.P.  MORGAN  INVESTMENT  MANAGEMENT  INC. IS THE  SUB-ADVISER  TO THE FOLLOWING
PORTFOLIOS:

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

LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

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

MISSISSIPPI VALLEY ADVISORS, INC. IS THE SUB-ADVISER TO THE FOLLOWING 
PORTFOLIOS:

Balanced Portfolio
Small Cap Equity Portfolio
Equity Income Portfolio
Growth & Income Equity Portfolio
   
RIGGS BANK N.A. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

Riggs Stock Portfolio
Riggs Small Company Stock Portfolio
Riggs U.S. Government Securities 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 Growth and Income Fund
Goldman Sachs International Equity Fund
Goldman Sachs Global Income Fund

KEMPER VARIABLE SERIES

Kemper Variable Series is a mutual fund with multiple portfolios. Scudder Kemper
Investments,  Inc.  (Scudder  Kemper) is the  investment  manager for the Kemper
Government Securities  Portfolio,  the Kemper Small Cap Growth Portfolio and the
Kemper Small Cap Value Portfolio.  Scudder Kemper,  as investment  manager,  has
retained  Dreman  Value  Management,  L.L.C.  to  serve as  sub-adviser  for the
Kemper-Dreman  High  Return  Equity  Portfolio.  The  following  portfolios  are
available under the contract:

     Kemper Small Cap Value Portfolio
     Kemper Government Securities Portfolio
     Kemper Small Cap Growth Portfolio
     Kemper-Dreman High Return Equity 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 Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS Global Governments Series (formerly MFS World Governments Series)
   MFS Bond Series

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

     Oppenheimer High Income Fund/VA
     Oppenheimer Bond Fund/VA
     Oppenheimer Capital Appreciation Fund/VA (formerly Oppenheimer Growth Fund)
     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-Class IA Shares (a stock portfolio)

TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton  Variable  Products  Series  Fund  is  a  mutual  fund  with  multiple
portfolios. Templeton Variable Products Series Fund issues two classes of shares
- - Class 1 and Class 2. Only shares of Class 1 are available under your contract.
Franklin  Advisers,  Inc.  is the  investment  manager  of the  Franklin  Growth
Investments  Fund and the Franklin Small Cap Investments  Fund;  Franklin Mutual
Advisers,  Inc. is the investment manager of the Mutual Shares Investments Fund;
Templeton  Investment  Counsel,  Inc. is the investment manager of the Templeton
Asset Allocation Fund, the Templeton Bond Fund, the Templeton International Fund
and the  Templeton  Stock  Fund;  and  Templeton  Asset  Management  Ltd. is the
investment  manager of the  Templeton  Developing  Markets  Fund.  The following
portfolios are available under the contract:

     Franklin Growth Investments Fund
     Franklin Small Cap Investments Fund
     Mutual Shares Investments Fund (capital appreciation with income as a
           secondary objective)
     Templeton Asset Allocation Fund
     Templeton Bond Fund
     Templeton International Fund
     Templeton Stock Fund
     Templeton Developing Markets Fund

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III

Variable  Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and
Variable  Insurance  Products  Fund  III are each a mutual  fund  with  multiple
portfolios  managed by Fidelity  Management & Research  Company.  The  following
portfolios are available under the contract:

   Variable Insurance Products Fund:
      VIP Growth Portfolio
      VIP Equity-Income Portfolio

   Variable Insurance Products Fund II:
      VIP II Contrafund Portfolio 

   Variable Insurance Products Fund III:
      VIP III Growth Opportunities Portfolio
      VIP III Growth & Income Portfolio
 
Shares of the investment  portfolios  may be offered in connection  with certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may or may not be  affiliated  with  Cova.  Certain
investment  portfolios may also be sold directly to qualified  plans.  The funds
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,   subject   to   applicable   state   laws   and
regulations.


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. The minimum  amount  which you can transfer is $500 or your entire value
in the investment portfolio or fixed account.

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

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

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

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

DOLLAR COST AVERAGING PROGRAM

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

The minimum amount which can be transferred each month is $500. You must have at
least  $6,000 in the Money  Market  Fund or the fixed  account,  (or the  amount
required to  complete  your  program,  if less) in order to  participate  in the
Dollar Cost Averaging Program. Currently, Cova does not charge for participating
in the Dollar Cost Averaging Program.

Cova  reserves  the right to  modify,  terminate  or  suspend  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 business day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  Currently,  Cova does not  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.

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:  

* the mortality and expense risk premium, and 

* the administrative expense charge.
    
MORTALITY  AND EXPENSE RISK  PREMIUM.  This charge is  equivalent,  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
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 (in New Jersey,  on the day Cova processes the  withdrawal) the
value of your contract is $5,000 or more.  Withdrawals  after the first year 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.

     *    10% of purchase payments free.

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

     *    Earnings in the contract free.

     *    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  (confinement must begin after
the first contract anniversary) if you want to take advantage of this provision.
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.

TAXES

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

ANNUITY CONTRACTS IN GENERAL

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

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

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

When a non-qualified contract is owned by a non-natural person (e.g.,corporation
or certain  other  entities  other than 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.

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:

*    less any applicable withdrawal charge,

*    less any premium tax, and

*    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.   Under  most
circumstances,  the amount of any partial  withdrawal must be for at least $500.
Cova  requires  that  after a  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.

When you make a withdrawal, the amount of the death benefit may be reduced.  See
"Death Benefits."
   
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.

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.  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 and withdrawal charges.

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.

Appendix B 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 the results shown are not necessarily
representative of future results.


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 can select Death
Benefit  Option B or E. If you do not choose an option on the forms  provided by
Cova, Option E will be your death benefit. If, at the time you buy the contract,
the  endorsement  for Death Benefit Option E is not approved in your state,  you
can select  Death  Benefit  Option A or B. If you do not choose an option on the
forms provided by Cova, Option A will be your death benefit.

If you bought your contract  before May 1, 1998, you were given the  opportunity
to choose Death Benefit  Option B or C on your next contract  anniversary  after
May 1, 1998 (or during a 60 day period after both options were  approved in your
state).  If you did not make an  election  during such time  period,  your death
benefit was automatically enhanced to Death Benefit Option B. If on May 1, 1998,
you or your joint owner were 80 or older,  you were unaffected by the changes in
the death benefits and Option D continues to be your death benefit.

From May 1, 1998 to April 30,  1999,  at the time you bought the  contract,  you
were given the opportunity to select Death Benefit Option A or B. If you did not
choose an option on the forms provided by Cova, Option A is your death benefit.

The death  benefits are described  below.  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 adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each contract  anniversary prior to the date of your or
your joint owner's  death,  and on each day a purchase  payment or withdrawal is
made. On the contract anniversary, if the current contract value is greater than
the GACV, the GACV will be increased to the current value of your contract. If a
purchase  payment is made, the amount of the purchase  payment will increase the
GACV. If a withdrawal is made, the GACV will be reduced by the amount  withdrawn
(and any associated  withdrawal  charges)  divided by the value of your contract
immediately  before the withdrawal  multiplied by the GACV immediately  prior to
the withdrawal.  The following  example  describes the effect of a withdrawal on
the GACV:

      Example:          
      Assumed facts for example:
      $10,000 current GACV
      $ 8,000 contract value 
      $ 2,100 partial withdrawal ($ 2,000 withdrawal + $100 withdrawal
       charge)
           
      New GACV = $10,000 - [($2,100/$8,000) X $10,000]
      which results in the current GACV of $10,000 being reduced by $2,625

      The new GACV is $7,375.

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

     1. Total purchase  payments made, 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 adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each  contract  anniversary  on or before your, or your
joint owner's,  80th birthday,  and on each day a purchase payment or withdrawal
is made. On the contract  anniversary  on or before your, or your joint owner's,
80th birthday,  if the current contract value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made, the example above explains the effect of a withdrawal on the
GACV.
  
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 any  withdrawals  (and any  withdrawal
charges paid on the  withdrawals)  accumulated at an annual rate of 4% until the
date of death; or

     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 five (5) year contract  anniversary prior to your, or your
joint  owner's  death;  plus any payments you made  subsequent  to that contract
anniversary,  less any  withdrawals  (and  any  withdrawal  charges  paid on the
withdrawals) subsequent to that contract anniversary.

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

     1. Total  purchase  payments made on or before your, or your joint owner's,
80th birthday,  less any  withdrawals  (and any  withdrawal  charges paid on the
withdrawals) accumulated at an annual rate of 4% until you, or your joint owner,
reach  age 80,  plus any  subsequent  purchase  payments,  less  any  subsequent
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 of the  contract  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 made after that
contract  anniversary,  less any withdrawals (and any withdrawal charges paid on
the withdrawals) made after 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 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 adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract anniversary prior to your or your Joint Owner's death and on
each  subsequent  day a purchase  payment or withdrawal is made. On the contract
anniversary,  if the current  contract  value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made,  the GACV will be reduced by the amount  withdrawn  (and any
associated withdrawal charges) divided by the value of your contract immediately
before  the  withdrawal   multiplied  by  the  GACV  immediately  prior  to  the
withdrawal.  The example above under Death Benefit  Option A explains the effect
of a withdrawal on the GACV under this death benefit option.

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

     1. Total purchase  payments made, 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 adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract  anniversary on or before your, or your joint owner's,  80th
birthday,  and on each subsequent day a purchase  payment or withdrawal is made.
On the contract  anniversary  on or before  your,  or your joint  owner's,  80th
birthday,  if the current contract value is greater than the GACV, the GACV will
be increased to the current  value of your  contract.  If a purchase  payment is
made, the amount of the purchase payment will increase the GACV. If a withdrawal
is made,  the GACV will be reduced by the amount  withdrawn  (and any associated
withdrawal charges) divided by the value of your contract immediately before the
withdrawal,  multiplied by the GACV  immediately  prior to the  withdrawal.  The
example above under Death  Benefit  Option A explains the effect of a withdrawal
on the GACV under this death benefit option.

DEATH BENEFIT OPTION D:

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

     1.  Total  purchase  payments,  less any  withdrawals  (and any  withdrawal
charges paid on the  withdrawals)  accumulated  at an annual rate of 4% from the
date your contract was issued until the date of death; or

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

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

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

     1.  Total  purchase  payments,  less any  withdrawals  (and any  withdrawal
charges paid on the  withdrawals)  accumulated  at an annual rate of 4% from the
date your  contract was issued  until you, or your joint owner,  reaches age 80,
plus any subsequent 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 values of your contract on the most recent five year  anniversary on
or before your or your joint owner reaches 80, plus any purchase payments,  less
any withdrawals (and any withdrawal charges paid on the withdrawals).

DEATH BENEFIT OPTION E:

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);

     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 prior to your,
or your 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 any  withdrawals  (and any  withdrawal
charges paid on the withdrawals);

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

     3. The 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 after that contract  anniversary,  less any withdrawals (and any withdrawal
charges paid on the withdrawals) you 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.

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.

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.

Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are 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 5.5% 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.  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

                                  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.





<TABLE>
<CAPTION>
                                    Year or        Year or      Year or    
                                    Period         Period       Period     
                                    Ended          Ended        Ended      
                                    12/31/98       12/31/97    12/31/96    
                                    ----------     ----------- ----------- 

<S>                                 <C>             <C>        <C>
AIM VARIABLE INSURANCE FUNDS, INC.:
Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
Beginning of Period                 $10.00          *                 *      
End of Period                        11.77
Number of Accum. Units Outstanding 183,488

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

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

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Managed by Alliance Capital Management L.P.

Premier Growth Sub-Account                          **         **   
Beginning of Period                 $10.00
End of Period                        14.60
Number of Accum. Units Outstanding 667,854 

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

COVA SERIES TRUST                                 

Managed by Lord, Abbett & Co.                     
                                                  
Bond Debenture Sub-Account                                                                           
Beginning of Period                  $12.88         $11.29     $    10.10     
End of Period                         13.50         $12.88          11.29
Number of Accum. Units Outstanding 8,184,894      3,945,097        659,663

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

Large Cap Research Sub-Account
Beginning of Period                  $ 9.90         $10.00            * *  
End of Period                         11.83         $ 9.90                                                  
Number of Accum. Units Outstanding 1,094,920       124,559 

Developing Growth Sub-Account
Beginning of Period                  $10.53        $10.00             * *   
End of Period                         11.07        $10.53                                                  
Number of Accum. Units Outstanding 1,342,201      148,658 

Managed by J.P. Morgan Investment                 
Management Inc.                                   
                                                  
Select Equity Sub-Account                           
Beginning of Period                  $14.05        $10.84     $    10.08      
End of Period                         16.99        $14.05          10.84
Number of Accum. Units Outstanding10,544,818     6,903,606        2,044,523
                                                  
Small Cap Stock Sub-Account                           
Beginning of Period                  $13.49        $11.31     $    10.51      
End of Period                         12.58        $13.49          11.31
Number of Accum. Units Outstanding 5,532,610     3,940,243      1,237,405
                                                  
International Equity Sub-Account                           
Beginning of Period                  $11.46        $10.97     $    10.21      
End of Period                         12.89        $11.46          10.97
Number of Accum. Units Outstanding 7,309,325     5,440,592      1,306,892
                                                  
Quality Bond Sub-Account                           
Beginning of Period                  $11.16        $10.37     $     9.90      
End of Period                         11.91        $11.16          10.37
Number of Accum. Units Outstanding 3,323,343     1,433,081        508,830
                                                  
Large Cap Stock Sub-Account                           
Beginning of Period                  $14.89        $11.33     $    10.00      
End of Period                         19.43        $14.89          11.33 
Number of Accum. Units Outstanding 4,178,035     1,473,929     1,389,606

Managed by Mississippi Valley Advisors, Inc.

Balanced Sub-Account
Beginning of Period                  $10.53        $10.00               *   
End of Period                         11.77        $10.53
Number of Accum. Units Outstanding  286,511        38,079                                              

Small Cap Equity Sub-Account
Beginning of Period                  $10.42        $10.00               *   
End of Period                         10.24        $10.42 
Number of Accum. Units Outstanding  129,636        26,148                                            

Equity Income Sub-Account
Beginning of Period                  $11.19        $10.00               *   
End of Period                         12.07        $11.19
Number of Accum. Units Outstanding  286,953        49,725                                              

Growth & Income Equity Sub-Account
Beginning of Period                  $10.76        $10.00               *   
End of Period                         12.19        $10.76
Number of Accum. Units Outstanding  641,789       121,673                                               
                                              
GENERAL AMERICAN CAPITAL COMPANY                  
Managed by Conning Asset Management Company
Money Market Sub-Account                                 
Beginning of Period                 $10.67         $10.23       $    10.00   
End of Period                        11.11         $10.67            10.23 
Number of Accum. Units Outstanding 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                 $10.00          *                 *
End of Period                         9.91
Number of Accum. Units Outstanding 467,675

Managed by Goldman Sachs Asset Management International
Goldman Sachs International Equity Sub-Account
Beginning of Period                 $10.00          *                 *
End of Period                        11.40
Number of Accum. Units Outstanding 112,824

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

KEMPER VARIABLE SERIES
Managed by Scudder Kemper Investments, Inc.

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

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

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

Managed by Dreman Value Management, L.L.C.
Kemper-Dreman High Return Equity Sub-Account
Beginning of Period                 $10.00          *                 *      
End of Period                        10.49
Number of Accum. Units Outstanding   9,223

LIBERTY VARIABLE INVESTMENT TRUST
Managed by Newport Fund Management Inc.

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

MFS VARIABLE INSURANCE TRUST:
Managed by Massachusetts Financial 
  Services Company
MFS Emerging Growth Sub-Account
Beginning of Period                 $10.00          *                 *      
End of Period                        13.23
Number of Accum. Units Outstanding 539,659

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

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

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

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

MFS Bond Sub-Account 
Beginning of Period                 $10.00          *                 *     
End of Period                        10.49
Number of Accum. Units Outstanding  16,538

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Managed by OppenheimerFunds, Inc.

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

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

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

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

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


PUTNAM VARIABLE TRUST
Managed by Putnam Investment Management, Inc.
Putnam VT Growth and Income Sub-Account
Beginning of Period                 $10.00          **         **
End of Period                        11.38
Number of Accum. Units Outstanding 1,115,668     

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

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

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

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

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
Managed by Franklin Advisers, Inc.
Franklin Growth Investments Sub-Account
Beginning of Period                   **           **          **                ** 
End of Period                       
Number of Accum. Units Outstanding  

Franklin Small Cap Investments Sub-Account
Beginning of Period                    **         **           **               ** 
End of Period                      
Number of Accum. Units Outstanding
  
Managed by Franklin Mutual Advisers, Inc.
Mutual Shares Investments Sub-Account
Beginning of Period                  $10.00       **           **               ** 
End of Period                          9.63
Number of Accum. Units Outstanding  106,035

Templeton Bond Sub-Account
Beginning of Period                    **         **           **               ** 
End of Period                        
Number of Accum. Units Outstanding

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

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

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



VARIABLE INSURANCE PRODUCTS FUND
Managed by Fidelity Management & Research Company
VIP Growth Sub-Account 
Beginning of Period                 $10.00          *                 *     
End of Period                        13.08
Number of Accum. Units Outstanding   6,748

VIP Equity-Income Sub-Account
Beginning of Period                 $10.00          *                 *     
End of Period                        10.63
Number of Accum. Units Outstanding  24,132

VARIABLE INSURANCE PRODUCTS FUND II
Managed by Fidelity Management & Research Company
VIP II Contrafund Sub-Account 
Beginning of Period                 $10.00          *                 *     
End of Period                        12.36
Number of Accum. Units Outstanding  32,354

VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management & Research Company
VIP III Growth Opportunities Sub-Account
Beginning of Period                 $10.00          *                 *      
End of Period                        11.74
Number of Accum. Units Outstanding   9,523

VIP III Growth & Income Sub-Account
Beginning of Period                 $10.00          *                 *     
End of Period                        12.20
Number of Accum. Units Outstanding  69,833



<FN>
The accumulation unit values shown above for the beginning of the period for the
Select Equity, Small Cap Stock,  International  Equity,  Quality Bond, Large Cap
Stock Portfolios managed by J.P. Morgan Investment Management Inc., and the Bond
Debenture  Portfolio  managed  by Lord,  Abbett  & Co.  reflect  the date  these
investment  portfolios were offered for sale to the public  (5/1/96).  The Money
Market  Fund  managed  by  Conning  Asset  Management  Company  started  regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment operations on August 20,
1997. The Balanced,  Small Cap Equity,  Equity Income and Growth & Income Equity
Portfolios  managed by  Mississippi  Valley  Advisors,  Inc.  commenced  regular
investment  operations  on July 1,  1997.  The Lord  Abbett  Growth  and  Income
Portfolio  commenced  regular  investment  operations  on January  8, 1999.  The
investment portfolios managed by A I M Advisors,  Inc.,  Massachusetts Financial
Services Company,  Alliance Capital Management L.P., Scudder Kemper Investments,
Inc.,  Newport  Fund  Management  Inc.  and  OppenheimerFunds,   Inc.  commenced
investment operations on December 31, 1997. The investment portfolios managed by
Fidelity Management & Research Company,  Inc. commenced investment operations on
February 17, 1998. The  investment  portfolios  investing in Templeton  Variable
Products Series Fund commenced operations on May 1, 1998.  The investment 
portfolios investing in Goldman Sachs Variable Insurance Trust and Putnam 
Variable Trust commenced operations on January 29, 1998.
</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 December 31, 1998. 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 December 31, 1998 may
be different than the numbers shown below.

PART 1 - SEPARATE ACCOUNT PERFORMANCE

The  portfolios  listed below began  operations  before  December 31, 1998. As a
result,  performance  information is available for the accumulation  unit values
investing in these portfolios.

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

*    Column B presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  as well as the fees and  expenses  of the
     investment portfolio.

The  inception  dates shown below  reflect the dates the Separate  Account first
invested  in the  Portfolio.  The  performance  returns for  accumulation  units
investing  in the  portfolios  in  existence  for  less  than  one  year are not
annualized.

   
PART 1 AIM VARIABLE INSURANCE FUNDS, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98


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

AIM V.I. Capital     12/31/97         13.09%         13.09%       17.71%        17.71%
Appreciation   
    
AIM V.I.             12/31/97          9.30%          9.30%       13.91%        13.91%
International
Equity

AIM V.I. Value       12/31/97         25.97%         25.97%       30.60%        30.60%
</TABLE>

PART 1 ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                      <C> <C>                                                         
Premier Growth          12/31/97           41.31%        41.31%         45.96%     45.96%
Real Estate Investment  12/31/97         (24.70)%      (24.70)%       (20.12)%   (20.12)%
</TABLE>


PART 1 COVA SERIES TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98
<TABLE>
<CAPTION> 
                                                                  Accumulation 
                                                  Column A        Unit Performance       Column B   
                                                 (reflects                              (reflects
                                                 all charges                            insurance
                                                 and portfolio                          charges and
                         Separate Account        expenses                               portfolio
                         Inception Date                                                 expenses)
Portfolio                in Portfolio            1 yr          5 yrs     since           1 yr         5 yrs      since
- -----------------        ----------------        ----------    --------  -------------   ----------   ---------  ---------- 
                                                                         inception                               inception
                                                                       -------------                           ---------- 
<S>                          <C> <C>              <C>                     <C>              <C>                     <C>   
Select Equity                5/1/96               16.25%        ____      20.19%           20.88%      _____       21.56%
Small Cap Stock              5/1/96             (11.33)%        ____       5.31%          (6.74)%      _____        6.96%
International Equity         5/1/96                7.84%        ____       7.50%           12.45%      _____        9.10%
Quality Bond                 5/1/96                2.20%        ____       5.55%            6.81%      _____        7.19%
Large Cap Stock              5/1/96               25.86%         ____     26.95%           30.49%        ____      28.21%
Bond Debenture               5/1/96                0.17%         ____      9.92%            4.77%        ____      11.47%
Mid-Cap Value               8/20/97              (4.89)%         ____    (0.24)%          (0.29)%        ____       3.18%
Large Cap Research          8/20/97               14.84%         ____      9.72%           19.46%        ____      13.05%
Developing Growth           8/20/97                0.53%         ____      4.32%            5.13%        ____       7.70%
Balanced                     7/1/97                7.12%         ____      8.43%           11.74%        ____      11.43%
Small Cap Equity             7/1/97              (6.32)%         ____    (1.55)%          (1.72)%        ____       1.58%
Equity Income                7/1/97                3.21%         ____     10.34%            7.81%        ____      13.32%
Growth & Income Equity       7/1/97                8.70%         ____     11.09%           13.32%        ____      14.06%
</TABLE>
    

PART 1 GENERAL AMERICAN CAPITAL COMPANY
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED 12/31/98

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

<S>                          <C> <C>                                                                    
Money Market                 6/3/96              (0.45)%              2.39%          4.15%           4.17%
</TABLE>

PART 1 GOLDMAN SACHS VARIABLE INSURANCE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED 12/31/98


<TABLE>
<CAPTION>
                                                                  Accumulation 
                                                  Column A        Unit Performance       Column B                   
                                                 (reflects                              (reflects     
                                                 all charges                            insurance    
                                                 and portfolio                          charges and
                         Separate Account        expenses)                              portfolio
                         Inception Date                                                 expenses)
Portfolio                in Portfolio            since inception                        since inception
- -----------------        ----------------       ------------------                      -----------------
<S>                          <C>                   <C>                                  <C>                                  
Goldman Sachs Variable
Insurance Trust
   Goldman Sachs Growth 
    and Income               1/29/98             (6.01)%                                  (0.91)%
   Goldman Sachs 
    International Equity     1/29/98              8.92%                                   14.03%
   Goldman Sachs Global 
    Income                   1/29/98              2.71%                                    7.82%   
</TABLE>

PART 1 KEMPER VARIABLE SERIES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                      <C> <C>                                                         
Kemper Small Cap Value  12/31/97         (17.06)%      (17.06)%     (12.47)%     (12.47)%
Kemper Government     
Securities              12/31/97            0.96%         0.96%        5.57%        5.57%
Kemper Small Cap Growth 12/31/97           12.14%        12.14%       16.76%       16.76%
Kemper-Dreman High 
  Return Equity          5/15/98            --          (0.23)%          --         4.87%
</TABLE>


PART 1 LIBERTY VARIABLE INVESTMENT TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                       <C> <C>                                                        
Newport Tiger Fund, 
  Variable Series       12/31/97         (12.30)%      (12.30)%      (7.71)%      (7.71)%
</TABLE>

PART 1 MFS VARIABLE INSURANCE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                      <C> <C>                                                             
MFS Emerging Growth     12/31/97         27.70%          27.70%        32.33%      32.33%    
MFS Research            12/31/97         17.11%          17.11%        21.73%      21.73%   
MFS Growth With Income  12/31/97         16.05%          16.05%        20.67%      20.67%   
MFS High Income         12/31/97        (6.15)%         (6.15)%       (1.55)%     (1.55)%   
MFS Global Governments  12/31/97          2.09%           2.09%         6.70%       6.70%
MFS Bond                 5/15/98         --             (0.19)%                     4.92%
</TABLE>

PART 1 OPPENHEIMER VARIABLE ACCOUNT FUNDS
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                          Accumulation   Unit     Performance
                                          Column   A                     Column B
                        Separate          (reflects all                  (reflects insurance
                        Account           charges and                    charges and
                        Inception         portfolio expenses)            portfolio expenses)
Portfolio               Date in           1 yr         since         1 yr        since 
                        Portfolio                      inception                 inception
- ----------------        ---------       --------       ---------  -------------  ----------  
<S>                       <C> <C>                                                        
Oppenheimer High Income
  Fund/VA               12/31/97         (5.66)%       (5.66)%       (1.06)%      (1.06)%
Oppenheimer Bond Fund/VA
                        12/31/97           0.72%         0.72%         5.33%        5.33%
Oppenheimer Capital
  Appreciation Fund/VA  12/31/97          17.71%        17.71%        22.33%       22.33%
Oppenheimer Main Street
  Growth & Income 
  Fund/VA               12/31/97         (1.34)%       (1.34)%         3.27%        3.27%
Oppenheimer Strategic
  Bond Fund/VA          12/31/97         (3.09)%       (3.09)%         1.51%        1.51%

</TABLE>

PART 1 PUTNAM VARIABLE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                          Accumulation   Unit     Performance
                                          Column   A                     Column B
                        Separate          (reflects all                  (reflects insurance
                        Account           charges and                    charges and
                        Inception         portfolio expenses)            portfolio expenses)
Portfolio               Date in           1 yr         since         1 yr        since 
                        Portfolio                      inception                 inception
- ----------------        ---------       --------       ---------  -------------  ----------  
Putnam Variable Trust
  Putnam VT Growth and
   Income-Class IA 
<S>                      <C>   <C>        <C>            <C>         <C>           <C>   
   Shares                12/31/97         9.21%          9.21%       13.83%        13.83%
  Putnam VT 
   International Growth-
   Class IA Shares       12/31/97        12.45%         12.45%       17.07%        17.07%
  Putnam VT 
   International New
   Opportunities-Class
   IA Shares             12/31/97         9.41%          9.41%       14.02%        14.02%
  Putnam VT New Value-
   Class IA Shares       12/31/97         0.23%          0.23%        4.83%         4.83%
  Putnam VT Vista-Class
   IA Shares             12/31/97        13.24%         13.24%       17.86%        17.86%
</TABLE>

PART 1 TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                 Accumulation   Unit     Performance
                                                  Column   A                     Column B
                               Separate          (reflects all                  (reflects insurance
                               Account           charges and                    charges and
                               Inception         portfolio expenses)            portfolio expenses)
Portfolio                      Date in           1 yr         since         1 yr        since 
                               Portfolio                      inception                 inception
- ----------------               ---------       --------       ---------  -------------  ----------  
<S>                            <C>              <C>           <C>          <C>           <C>
Templeton Developing Markets     5/1/98                        (29.55)%                  (24.48)%
Mutual Shares Investments        5/1/98                         (8.79)%                   (3.69)%
Templeton International          5/1/98                        (13.65)%                   (8.55)%
</TABLE>


PART 1 VARIABLE  INSURANCE  PRODUCTS FUND,  VARIABLE INSURANCE PRODUCTS FUND II,
VARIABLE INSURANCE PRODUCTS FUND III

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                  <C>  <C>                                                       
VIP Growth           2/17/98          --             25.65%        --          30.78%

VIP Equity-Income    2/17/98          --              1.16%        --           6.27%

VIP II Contrafund    2/17/98          --             18.45%        --          23.57%


VIP III Growth       2/17/98          --             12.31%        --          17.42%
Opportunities    
   
VIP III Growth       2/17/98          --             16.90%        --          22.03%
& Income            
</TABLE>


PART 2 - HISTORICAL FUND PERFORMANCE

Shares of the General  American  Capital  Company  Money  Market Fund were first
offered under the Contract on June 3, 1996. Shares of the Portfolios of Variable
Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and  Variable
Insurance Products Fund III, AIM Variable Insurance Funds, Inc. and MFS Variable
Insurance  Trust were first  offered  under the  contract on December  30, 1997.
Shares of the Portfolios of Templeton  Variable  Products Series Fund were first
offered under the contract as of May 1, 1998. Shares of the Portfolios of Putnam
Variable  Trust and Goldman Sachs  Variable  Insurance  Trust were first offered
under the  contract  as of May 1, 1999  (collectively,  the  "Existing  Funds").
However,  the Existing  Funds have been in existence for some time and therefore
have  an  investment  performance  history.  In  order  to show  how  investment
performance  of the Existing  Funds  affect  accumulation  unit values,  we have
developed performance information.

The chart below shows the  investment  performance of the Existing Funds and the
accumulation  units performance  calculated by assuming that accumulation  units
were invested in the Portfolio of the Existing Fund for the same periods.

*    The performance figures in Column A for the Existing Funds reflect the fees
     and expenses paid by the Portfolio.

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

*    Column C presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  as well as the fees and  expenses  of the
     Portfolio.


PART 2 AIM VARIABLE INSURANCE FUNDS, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98



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

AIM V.I. Capital
Appreciation         5/5/93      19.30%   17.23%     18.77%      13.09%   15.73%    17.27%     17.71%    15.83%   17.37% 

AIM V.I.            
International
Equity               5/2/93      15.49%   11.33%     13.36%       9.30%    9.83%    11.86%     13.91%     9.93%   11.96%

AIM V.I. Value       5/5/93      32.41%   21.70%     21.90%      25.97%   20.20%    20.40%     30.60%    20.30%   20.50% 
</TABLE>


PART 2 ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                    <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                               Fund    Performance              Accumulation   Unit     Performance
                                Column A                         Column   B              Column C
                                                                (reflects all           (reflects insurance
                                                                 charges and            charges and
                                                                 portfolio expenses)    portfolio expenses)

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

Premier Growth            6/26/92   47.97%  27.85%     25.42%   41.31% 26.35%  23.92%    45.96%   26.45%   24.02%
Real Estate Investment     1/9/97 (19.07)%            (0.06)% (24.70)%        (6.06)%  (20.12)%           (1.46)%
</TABLE>


PART 2 GENERAL AMERICAN CAPITAL COMPANY MONEY MARKET FUND
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

Money Market        10/1/87       5.62%     5.40%      5.78%    (0.45)%     3.90%          4.28%         4.15%     4.00%     4.38%
</TABLE>      


PART 2
GOLDMAN SACHS VARIABLE INSURANCE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                    <C>            <C>                         <C>                   <C> 
                                        Fund    Performance            Accumulation   Unit     Performance
                                        Column A                       Column   B              Column C
                                                                       (reflects all            (reflects insurance
                                                                       charges and              charges and
                                                                       portfolio expenses)      portfolio expenses)
                         Portfolio
                         Inception       since                           since                  since
Portfolio                Date            inception                       inception              inception
- ----------------         ---------       ------------                    ----------             ---------- 
Goldman Sachs Variable
 Insurance Trust
Goldman Sachs Growth 
 and Income               1/12/98          5.47%                          (0.98)%                   4.12%
Goldman Sachs 
 International Equity     1/12/98         20.07%                          13.62%                   18.72%
Goldman Sachs Global
 Income                   1/12/98          8.29%                           1.84%                    6.94%
</TABLE>

PART 2 KEMPER VARIABLE SERIES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                    <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                               Fund    Performance              Accumulation   Unit     Performance
                                Column A                         Column   B              Column C
                                                                (reflects all            (reflects insurance   
                                                                charges and              charges and
                                                                portfolio expenses)      portfolio expenses)

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

Kemper Small Cap Value   5/1/96   (11.25)%              3.65% (17.06)%        (2.35)% (12.47)%             2.25%
Kemper Government
Securities               9/3/87      7.03%   6.72%      8.37%    0.96%   5.22%  6.87%    5.57%   5.32%     6.97%
Kemper Small Cap Growth  5/2/94     18.37%             24.20%   12.14%         18.20%   16.76%            22.80%
Kemper-Dreman High 
  Return Equity          5/4/98                         2.80%                 (3.22)%                      1.88%
</TABLE>

PART 2 LIBERTY VARIABLE INVESTMENT TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                    <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                               Fund    Performance              Accumulation   Unit     Performance
                                Column A                         Column   B              Column C
                                                                (reflects all             (reflects insurance
                                                                 charges and              charges and
                                                                 portfolio expenses)      portfolio expenses)

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

Newport Tiger Fund, 
 Variable Series          5/1/95   (6.43)%            (5.01)%   (12.30)%         (11.01)%  (7.71)%           (6.41)%
</TABLE>

PART 2 MFS VARIABLE INSURANCE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                    <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                               Fund    Performance              Accumulation   Unit     Performance
                                Column A                         Column   B              Column C
                                                                (reflects all            (reflects insurance
                                                                charges and              charges and
                                                                 portfolio expenses)     portfolio expenses)
                        Portfolio
                        Inception                     since                   since                        since
Portfolio               Date         1 yr             inception      1 yr     inception       1 yr         inception
- ---------------         ---------   -------------     ------------   -------  -------------  ---------     ------------ 

MFS Emerging Growth        7/24/95    34.16%            26.55%        27.70%    20.55%         32.33%        25.15%
MFS Research                7/26/95   23.39%            22.52%        17.11%    16.52%         21.73%        21.12%
MFS Growth With Income      10/9/95   22.32%            25.98%        16.05%    19.98%         20.67%        24.58%  
MFS High Income             7/26/95  (0.18)%             8.77%       (6.15)%     2.77%        (1.55)%         7.37%
MFS Global Governments      6/14/94    7.90%             5.57%         2.09%   (0.43)%          6.70%         4.17%
MFS Bond                   10/24/95    6.79%             6.90%         0.79%     0.90%          5.39%         5.50%
</TABLE>

PART 2 OPPENHEIMER VARIABLE ACCOUNT FUNDS
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
<S>                        <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                                   Fund    Performance              Accumulation   Unit     Performance
                                    Column A                         Column   B              Column C
                                                                    (reflects all             (reflects insurance
                                                                     charges and              charges and
                                                                     portfolio expenses)      portfolio expenses)

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

Oppenheimer High Income
 Fund/VA                    4/30/86     0.30%  8.62%     12.71%    (5.66)%  7.12% 11.21%  (1.06)%   7.22%   11.31%
Oppenheimer Bond Fund/VA     4/3/85     6.80%  7.01%      9.28%      0.72%  5.51%  7.78%    5.33%   5.61%    7.88%
Oppenheimer Capital 
 Appreciation Fund/VA        4/3/85    24.00% 22.10%     16.85%     17.71% 20.60% 15.35%   22.33%  20.70%   15.45%
Oppenheimer Main Street 
 Growth & Income Fund/VA     7/5/95     4.70%            27.00%    (1.34)%        21.00%    3.27%           25.60%
Oppenheimer Strategic Bond
 Fund/VA                     5/3/93     2.90%  6.83%      6.79%    (3.09)%  5.33%  5.29%    1.51%   5.43%    5.39%
</TABLE>

PART 2 PUTNAM VARIABLE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98
<TABLE>
<CAPTION>
<S>                        <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                                   Fund    Performance              Accumulation   Unit     Performance
                                    Column A                         Column   B              Column C
                                                                    (reflects all             (reflects insurance
                                                                     charges and              charges and
                                                                     portfolio expenses)      portfolio expenses)

                            Portfolio                   10 yrs                   10 yrs                    10 yrs
                            Inception                   or since                 or since                 or since
Portfolio                   Date         1 yr  5 yrs    inception    1 yr  5 yrs inception 1 yr   5 yrs   inception
- ---------------             ---------   ------ ------   ----------  ------ ----- --------- -----  ------- ----------
Putnam VT Growth and
  Income-Class IA Shares     2/1/88     15.42% 19.10%    16.04%     9.21%  17.60%  14.54% 13.83%  17.70%   14.64%
Putnam VT New Value-Class
  IA Shares                  1/2/97      6.26%           11.85%     0.23%           5.85%  4.83%           10.45%
Putnam VT Vista-Class IA
  Shares                     1/2/97     19.48%           21.45%    13.24%          15.45% 17.86%           20.05%
Putnam VT International 
  Growth-Class IA Shares     1/2/97     18.69%           17.50%    12.45%          11.50% 17.07%           16.10%
Putnam VT International
  New Opportunities-Class
  IA Shares                  1/2/97     15.58%            7.49%     9.41%           1.49% 14.02%            6.09%

</TABLE>

PART 2 TEMPLETON VARIABLE PRODUCTS SERIES FUND
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98


<TABLE>
<CAPTION>
<S>                    <C>       <C>      <C>       <C>         <C>       <C>            <C>            <C> 
                               Fund    Performance              Accumulation   Unit     Performance
                                Column A                         Column   B              Column C
                                                                (reflects all           (reflects insurance
                                                                charges and             charges and
                                                                portfolio expenses)     portfolio expenses)

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

Templeton Bond           8/24/88    7.17%   5.62%       7.45%    1.17%  4.12%    5.95%    5.77%    4.22%      6.05%  
Templeton Stock          8/24/88    1.26%  11.18%      12.23%  (4.74)%  9.68%   10.73%  (0.14)%    9.78%     10.83%
Templeton International   5/1/92    9.33%  11.84%      14.17%    3.33% 10.34%   12.67%    7.93%   10.44%     12.77%
Templeton Developing 
  Markets                 3/4/96 (20.94)%            (20.25)% (26.94)%        (26.25)% (22.34)%            (21.65)%
Franklin Small Cap
 Investments              5/1/98                      (7.70)%                 (13.74)%                      (8.64)%
Franklin Growth
 Investments              5/1/98                       13.40%                    7.36%                       12.46%
</TABLE>
                                            
PART 2 VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II,
VARIABLE INSURANCE PRODUCTS FUND III
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

VIP Growth           10/9/86       39.49%  21.74%     19.41%       33.49%    20.24%          17.91%       38.09%   20.34%     18.01%
VIP Equity-Income    10/9/86       11.63%  18.77%     15.62%        5.63%    17.27%          14.12%       10.23%   17.37%     14.22%
VIP II Contrafund     1/3/95       29.98%             28.62%       23.98%                    22.62%       28.58%              27.22%
VIP III Growth 
Opportunities         1/3/95       24.51%            26.23%       18.51%                     20.23%       23.11%              24.83%
VIP III Growth 
& Income            12/31/96       29.59%            29.14%       23.59%                     23.14%       28.19%              27.74%
</TABLE>












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

                       Attn: Variable Products
                       One Tower Lane - Suite 3000
                       Oakbrook Terrace, IL 60181-4644

Please send me, at no charge, the Statement of Additional  Information dated May
1, 1999, for the Annuity Contract issued by Cova.
                                            
                                
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION
                                
             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
                                
                                    issued by
                                
                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                                  
                                       AND
                                
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                                  


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE  PROSPECTUS  DATED May 1, 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 MAY 1, 1999.
   


                                TABLE OF CONTENTS


                                                                        Page

     COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Reduction or Elimination of the Withdrawal Charge . . . . .4

     CALCULATION OF PERFORMANCE INFORMATION. . . . . . . . . . . . . . .. 5
               Total Return. . . . . . . . . . . . . . . . . . . . . . . .5
               Historical Unit Values. . . . . . . . . . . . . . . . . . .6
               Reporting Agencies. . . . . . . . . . . . . . . . . . . . .6
               Performance Information . . . . . . . . . . . . . . . . . .7

     FEDERAL TAX STATUS . . . . . . . . . . . . . . . . . . . . . . . . . 7
               General . . . . . . . . . . . . . . . . . . . . . . . . . .7
               Diversification . . . . . . . . . . . . . . . . . . . . . .9
               Multiple Contracts. . . . . . . . . . . . . . . . . . . . 10
               Contracts Owned by Other than Natural Persons . . . . . . 10
               Tax Treatment of Assignments. . . . . . . . . . . . . . . 10
               Income Tax Withholding. . . . . . . . . . . . . . . . . . 11
               Tax Treatment of Withdrawals - Non-Qualified Contracts. . 11
                Qualified Plans. . . . . . . . . . . . . . . . . . . . . 12
               Tax Treatment of Withdrawals - Qualified Contracts. . . . 15
               Tax-Sheltered Annuities - Withdrawal Limitations. . . . . 16

     ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . . . . .  . . 16
               Variable Annuity. . . . . . . . . . . . . . . . . . . . . 16
               Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . 17
               Annuity Unit. . . . . . . . . . . . . . . . . . . . . . . 17
               Net Investment Factor . . . . . . . . . . . . . . . . . . 17
               Mortality and Expense Guarantee . . . . . . . . . . . . . 17

      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.
   
                                     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 Charge to arrive at
the  ending  hypothetical  value.  The  average  annual  total  return  is  then
determined by computing the fixed interest rate that a $1,000  purchase  payment
would have to earn annually,  compounded  annually,  to grow to the hypothetical
value  at the end of the  time  periods  described.  The  formula  used in these
calculations is:

                                         n
                                P (1 + T)  = ERV

Where:

     P = a hypothetical initial payment of $1,000

     T = average annual total return

     n = number of years

     ERV =  ending  redeemable  value at the end of the  time  periods  used (or
     fractional  portion  thereof) of a hypothetical  $1,000 payment made at the
     beginning of the time periods used.

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

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.

Performance Information

The  Accumulation  Units  which  invest in the  Portfolios  managed by  Fidelity
Management & Research Company,  A I M Advisors,  Inc.,  Massachusetts  Financial
Services  Company,  Franklin  Advisers,  Inc.,  Franklin Mutual Advisers,  Inc.,
Templeton  Investment Counsel,  Inc. and Templeton Asset Management Ltd. have no
meaningful investment performance history yet while the Accumulation Units which
invest in the Portfolio managed by Conning Asset Management Company have a short
investment performance history. (These funds are referred to collectively as the
"Existing  Funds.") However,  certain Portfolios of the Existing Funds have been
in  existence  for some time and  consequently  have an  investment  performance
history.  In order to demonstrate how the investment  experience of the Existing
Funds affect  Accumulation Unit values,  performance  information was developed.
The  information is based upon the  historical  experience of the Existing Funds
and is for the periods  shown.  The  prospectus  contains a chart of performance
information.

Future performance of the Existing Funds 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 of the Existing  Funds 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.

                               FEDERAL TAX STATUS

General

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

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

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

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  transfers  between  Tax-Sheltered  Annuity Plans.  Owners should consult
their own tax counsel or other tax adviser regarding any distributions.

                               ANNUITY PROVISIONS

Variable Annuity

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

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

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

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

Fixed Annuity

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

Annuity Unit

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

Net Investment Factor

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

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

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

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

Mortality and Expense Guarantee

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

                                
                              FINANCIAL STATEMENTS

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


                        COVA VARIABLE ANNUITY ACCOUNT ONE

                              Financial Statements

                           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.   Independent Auditors' Report.

     2.   Statement of Assets and Liabilities as of December 31, 1998.

     3.   Statement of Operations for the year ended December 31, 1998.

     4.   Statements  of Changes in Net Assets for the years ended  December 31,
          1998 and 1997.

     5.   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.   Principal Underwriter's Agreement.++

     4.   (i) Individual  Flexible  Purchase Payment  Deferred  Variable Annuity
          Contract.
          (ii) Death Benefit Endorsements
          (iii)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)Participation   Agreement  among  Variable  Insurance  Products  Fund,
          Fidelity  Distributors  Corporation  and Cova Financial  Services Life
          Insurance Company+++

     (ii)Participation  Agreement  among  Variable  Insurance  Products Fund II,
          Fidelity  Distributors  Corporation  and Cova Financial  Services Life
          Insurance Company+++

     (iii)Participation  Agreement among Variable  Insurance  Products Fund III,
          Fidelity  Distributors  Corporation  and Cova Financial  Services Life
          Insurance Company+++

     (iv) 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+

     (v)  Form of Fund  Participation  Agreement  among MFS  Variable  Insurance
          Trust,   Cova   Financial   Services   Life   Insurance   Company  and
          Massachusetts Financial Services Company++

     (vi) 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.++

     (vii)Form  of  Fund  Participation  Agreement  among  Oppenheimer  Variable
          Account Funds, OppenheimerFunds, Inc. and Cova Financial Services Life
          Insurance Company+

     (viii) Form of Fund  Participation  Agreement  among Putnam Variable Trust,
          Putnam Mutual Funds Corp. and Cova  Financial  Services Life Insurance
          Company+

     (ix) Form of Fund  Participation  Agreement  among  Investors  Fund Series,
          Zurich Kemper Investments, Inc., Zurich Kemper Distributors,  Inc. and
          Cova Financial Services Life Insurance Company+

     (x)  Form of Participation  Agreement by and between Goldman Sachs Variable
          Insurance Trust, Goldman, Sachs & Co. and Cova Financial Services Life
          Insurance Company+

     (xi) Form of  Participation  Agreement  among Liberty  Variable  Investment
          Trust, Liberty Financial Investments, Inc. and Cova Financial Services
          Life Insurance Company+
  
     (xii)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 Amendment No. 18 to Form N-4
          (File No. 811-5200) as electronically filed on April 24, 1996.

     #### incorporated by reference to Registrant's Amendment No. 20 to Form N-4
          (File No. 811-5200) as electronically filed on April 23, 1997.
             
     +    incorporated  by reference to  Post-Effective  Amendment No. 1 to Form
          N-4 (File Nos.  333-34741  and  811-5200) as  electronically  filed on
          January 26, 1998.

     ++   incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
          (File Nos. 333-34741 and 811-5200) as electronically filed on November
          19, 1997.

     +++  incorporated by reference to Registrant's  Amendment No. 26 (File Nos.
          33-39100 and 811-5200) as electronically filed on April 29, 1998.

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

Name and Principal                Positions and Offices
 Business Address                 with Depositor
_______________________________   ____________________________________
Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Leonard Rubenstein                Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Barber                    Director
13045 Tesson Ferry Road
St. Louis, MO 63128

William P. Boscow                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Frances S. Cook                   Secretary
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Constance A. Doern                Vice President
1776 West Lakes Pkwy
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
1776 West Lakes Pkwy
West Des Moines, IA 50266


James W. Koeger                   Assistant Treasurer
700 Market Street
St. Louis, MO 63101

William C. Mair                   Vice President and Director
One Tower Lane, Suite 3000       
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

Shari Ruecker                     First Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Myron H. Sandberg                 First Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Schaus                    First Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Bernard J. Spaulding              Senior Vice President and General Counsel
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Joann T. Tanaka                   Vice President
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                 First Vice President and Controller
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

ITEM 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
           REGISTRANT

A company organizational chart was filed as Exhibit 14 in Registrant's Amendment
No. 18 to Form N-4 and is incorporated herein by reference.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of February 24, 1999,  there were 34,435  Non-Qualified  Contract  Owners and
8,057 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
   Cova Variable Life Account One
   Cova Variable Life Account Five
   First Cova Variable Annuity Account One
   Cova Variable Annuity Account Four
   General American Separate Account Twenty-Eight
   General American Separate Account Twenty-Nine

     (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.

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

Shari Ruecker       Vice President

Philip A. Haley     Vice President

Frances S. Cook     Secretary

Mark E. Reynolds    Treasurer

James W. Koeger     Assistant Treasurer

Mark A. Kowalczyk   Vice President

     (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 23rd day of March, 1999.

                                  COVA VARIABLE ANNUITY ACCOUNT ONE
                                  (Registrant)


                             By:  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY


                             By:  /S/ LORRY J. STENSRUD
                                  _________________________________________
                                   
                                  

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                  Depositor

                                                        
                             By:  /S/ LORRY J. STENSRUD
                                 ________________________________________
                                  



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.


                        Chairman of the Board and
- ----------------------  Director                  --------
Richard A. Liddy                                   Date

/S/ LORRY J. STENSRUD   President and Director     3/23/99
- ----------------------                            --------
Lorry J. Stensrud                                  Date


- ----------------------  Director                  --------
Leonard M. Rubenstein                             Date

                        Director
- ----------------------                            --------
J. Robert Hopson                                   Date

William C. Mair*        Controller and Director   3/23/99 
- ----------------------                            --------
William C. Mair                                    Date


E. Thomas Hughes, Jr.*  Treasurer and Director    3/23/99
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  3/23/99
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  3/23/99
- ----------------------                            --------
John W. Barber                                     Date

/S/ MARK E. REYNOLDS    Director                  3/23/99               
- ----------------------                            --------
Mark E. Reynolds                                   Date


                                                              
                                  *By:   /S/ LORRY J. STENSRUD
                                        ____________________________________
                                        Lorry J. Stensrud, Attorney-in-Fact


                                 
                              INDEX TO EXHIBITS

EX-99.B1      Resolution of Board of Directors
EX-99.B4(i)   Variable Annuity Contract
EX-99.B4(ii)  Death Benefit Endorsements
EX-99.B4(iii) Charitable Remainder Trust Endorsement
EX-99.B5      Application for Variable Annuity
EX-99.B8(xii) Form of Participation Agreement - Templeton
EX-99.B9      Opinion and Consent of Counsel
EX-99.B10     Consent of Independent Auditors
EX-99.B12     Agreement Governing Contribution
EX-99.B13     Calculation of Performance Information

WHEREAS,  the Corporation is desirous of developing and marketing  certain types
of variable and fixed annuity  contracts  which may be required to be registered
with the Securities and Exchange  Commission  pursuant to the various securities
laws; and

WHEREAS, it will be necessary to take certain actions including, but not limited
to,  establishing  separate  accounts  for  segregation  of assets  and  seeking
approval of regulatory authorities;

NOW THEREFORE BE IT
RESOLVED,  That the  Corporation  is hereby  authorized to develop the necessary
program in order to  effectuate  the  issuance  and sale of  variable  and fixed
annuity contracts; and further

RESOLVED,  That  the  Corporation  is  hereby  authorized  to  establish  and to
designate one or more separate  accounts of the  Corporation in accordance  with
the provisions of state insurance law; and that the purpose of any such separate
account  shall be to provide an  investment  medium for such  variable and fixed
annuity   contracts   issued  by  the   Corporation  as  may  be  designated  as
participating  therein; and that any such separate account shall receive,  hold,
invest and reinvest only the monies arising from (i) premiums,  contributions or
payments made pursuant to the variable and fixed annuity contracts participating
therein (ii) such assets of the Corporation as shall be deemed appropriate to be
invested  in the same  manner  as the  assets  applicable  to the  Corporation's
reserve liability under the variable and fixed annuity  contracts  participating
in such separate  accounts or as may be necessary for the  establishment of such
separate accounts;  and (iii) the dividends,  interest and gains produced by the
foregoing; and further

RESOLVED, That the proper officers of the Corporation are hereby authorized:

(i) to register the variable and fixed annuity  contracts  participating  in any
such separate accounts under the provisions of the Securities Act of 1933 to the
extent that it shall be determined that such registration is necessary;

(ii) to register any such  separate  accounts with the  Securities  and Exchange
Commission under the provisions of the Investment Corporation Act of 1940 to the
extent that it shall be determined that such registration is necessary;

(iii)  to  prepare,  execute  and  file  such  amendments  to  any  registration
statements  filed  under  the  aforementioned  Acts  (including   post-effective
amendments), supplements and exhibits thereto as they may be deemed necessary or
desirable;

(iv) to apply for exemption from those provisions of the aforementioned  Acts as
shall be deemed  necessary  and to take any and all other actions which shall be
deemed necessary, desirable, or appropriate in connection with such Acts;

(v) to file the variable and fixed annuity  contracts  participating in any such
separate  accounts  with the  appropriate  state  insurance  departments  and to
prepare and execute all necessary  documents to obtain approval of the insurance
departments;

(vi) to prepare or have prepared and execute all  necessary  documents to obtain
approval of, or clearance with, or other appropriate  actions  required,  of any
other regulatory authority that may be necessary; and further

RESOLVED,  That for the purposes of facilitating the execution and filing of any
registration  statement and of remedying any deficiencies therein by appropriate
amendments  (including  post-effective  amendments) or supplements  thereto, the
following  officers  of  the  Corporation:  Chairman  of the  Board,  President,
Executive Vice President and Senior Vice President, and each of them, are hereby
designated  as  attorneys  and agents of the  Corporation;  and the  appropriate
officers of the Corporation be, and they hereby are,  authorized and directed to
grant the power of attorney of the Corporation to the Chairman of the Board, the
President,  the Executive  Vice  President and the Senior Vice  President of the
Corporation  by executing and delivering to such  individuals,  on behalf of the
Corporation, a power of attorney; and further

RESOLVED,  That in  connection  with  the  offering  and sale of the  fixed  and
variable annuity contracts in the various States of the United States, as and to
the extent necessary,  the appropriate  officers of the Corporation be, and they
hereby  are,  authorized  to take any and all  such  action,  including  but not
limited to the preparation,  execution and filing with proper state authorities,
on behalf of and in the name of the Corporation, of such applications,  notices,
certificates,  affidavits,  powers of attorney,  consents to service of process,
issuer's covenants, certified copies of minutes of shareholders' and directors'
meetings,  bonds,  escrow  and  impounding  agreements  and other  writings  and
instruments,  as may be required in order to render permissible the offering and
sale of the fixed and  variable  annuity  contracts in such  jurisdictions;  and
further

RESOLVED,  That the forms of any resolutions  required by any state authority to
be filed in connection  with any of the documents or instruments  referred to in
any of the  preceding  resolutions  be, and the same hereby  are,  adopted as if
fully set forth herein if (1) in the opinion of the appropriate  officers of the
Corporation,  the adoption of the resolutions is advisable and (2) the Secretary
or any  Assistant  Secretary  of the  Corporation  evidences  such  adoption  by
inserting into these minutes copies of such resolutions; and further

RESOLVED,  That the officers of the  Corporation,  and each of them,  are hereby
authorized  to prepare and to execute the  necessary  documents and to take such
further actions as may be deemed necessary or appropriate,  in their discretion,
to implement the purpose of these resolutions.

                 Cova Financial Services Life Insurance Company
                                700 Market Street
                            St. Louis, Missouri 63101

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (the "Company") will make Annuity
Payments to the  Annuitant  starting on the Annuity Date subject to the terms of
this Contract. This Contract is issued in return for the Application and payment
of the initial  Purchase  Payment.  A copy of the Application is attached to and
made a part of the Contract.  This is a legal contract between the Owner and the
Company.

TEN DAY FREE LOOK
Within 10 days of the date of receipt of this  Contract by the Owner,  it may be
returned by delivering or mailing it to the Company or to the agent through whom
it was  purchased.  When this  Contract is received by the  Company,  it will be
voided as if it had never been in force.  The Company  will refund the  Contract
Value computed at the end of the Valuation  Period during which this Contract is
received by the Company.

Signed for the Company.



     /s/ JEFFERY K. HOELZEL                         /s/ LORRY J. STENSRUD
     ----------------------                         ---------------------




INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE AND FIXED ANNUITY CONTRACT

NONPARTICIPATING
NO DIVIDENDS

READ YOUR  CONTRACT  CAREFULLY  ANNUITY  PAYMENTS  AND VALUES  PROVIDED  BY THIS
CONTRACT,  WHEN BASED ON THE INVESTMENT  EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

THE VARIABLE PROVISIONS OF THIS CONTRACT CAN BE FOUND ON PAGES 9 AND 11.

                               CONTRACT DATA PAGE

                      
ANNUITANT:                 John Doe           AGE AT ISSUE:             35
OWNER:                     John Doe           AGE AT ISSUE:             35
CONTRACT NUMBER:           123                ISSUE DATE:           June 1, 1996
INITIAL PURCHASE PAYMENT:  $10,000            ANNUITY DATE:         June 1, 2026

MINIMUM SUBSEQUENT PURCHASE PAYMENT:          $2,000

BENEFICIARY:

     AS STATED IN THE APPLICATION FOR THIS CONTRACT UNLESS CHANGED IN ACCORDANCE
WITH THE CONTRACT PROVISIONS.

INITIAL INTEREST RATE:

     7% GUARANTEED THROUGH THE END OF THE CURRENT CALENDAR YEAR

CONTRACT MAINTENANCE CHARGE:              $30.00 EACH CONTRACT YEAR.

     AFTER THE ANNUITY DATE, THE CONTRACT  MAINTENANCE  CHARGE WILL BE COLLECTED
     ON A MONTHLY BASIS.

MORTALITY AND EXPENSE RISK PREMIUM:

     EQUAL ON AN ANNUAL  BASIS TO 1.25% OF THE AVERAGE  DAILY NET ASSET VALUE OF
     THE VARIABLE ACCOUNT.

ADMINISTRATIVE EXPENSE CHARGE:

     EQUAL ON AN ANNUAL  BASIS TO .15% OF THE  AVERAGE  DAILY NET ASSET VALUE OF
     THE VARIABLE ACCOUNT.

TRANSFER FEE:

     $25 PER TRANSACTION IF THERE ARE MORE THAN 12 TRANSFERS IN A CONTRACT YEAR.

ELIGIBLE INVESTMENTS:
     - COVA SERIES TRUST
           - J.P. MORGAN INVESTMENT MANAGEMENT, INC.
                  - SELECT EQUITY PORTFOLIO
                  - SMALL CAP STOCK PORTFOLIO
                  - LARGE CAP STOCK PORTFOLIO
                  - INTERNATIONAL EQUITY PORTFOLIO
                  - QUALITY BOND PORTFOLIO
               - LORD, ABBETT & CO.
                  - BOND DEBENTURE PORTFOLIO
                  - MID-CAP VALUE PORTFOLIO
                  - LARGE CAP RESEARCH PORTFOLIO
                  - DEVELOPING GROWTH PORTFOLIO
      - LORD, ABBETT SERIES FUND, INC.
             - LORD, ABBETT & CO.
                  - GROWTH AND INCOME PORTFOLIO
      - GENERAL AMERICAN CAPITAL COMPANY
             - CONNING ASSET MANAGEMENT COMPANY
                  - MONEY MARKET FUND

XL-407 (2/91)  



VARIABLE ACCOUNT:           COVA VARIABLE ANNUITY ACCOUNT ONE

ANNUITY SERVICE OFFICE:
      COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
      P. O. BOX 10366
      DES MOINES, IOWA 50306-0366



                 FOR USE WITH COVA VARIABLE ANNUITY ACCOUNT ONE
                        A SEPARATE INVESTMENT ACCOUNT OF
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY


XL-407 (2/91)


                                  DEFINITIONS

ACCOUNT  --  General  Account  and/or  one or more of the  Subaccount(s)  of the
Variable Account.

ACCUMULATION  UNIT -- An  accounting  unit of  measure  used  to  calculate  the
Contract Value in a Subaccount of the Variable Account.

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

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

ANNUITY DATE -- The date on which Annuity  Payments  begin.  The Annuity Date is
shown on the Contract Data Page.

ANNUITY PERIOD -- The period starting on the Annuity Date.

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

ATTAINED AGE -- The age on the birthday prior to any date for which age is to be
determined.

BENEFICIARY -- The person(s) who will receive the Death Benefit.

COMPANY -- Cova Financial Services Life Insurance Company at its Annuity Service
Office shown on the Contract Data Page.

CONTRACT ANNIVERSARY -- An anniversary of the Issue Date.

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

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

ELIGIBLE INVESTMENT(S) -- An investment entity shown on the Contract Data Page.

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

GENERAL ACCOUNT -- The Company's general  investment  account which contains all
the assets of the Company with the  exception of Cova Variable  Annuity  Account
One (the "Variable Account") and other segregated asset accounts.

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

ISSUE DATE -- The date this  Contract is issued.  The Issue Date is shown on the
Contract Data Page.

OWNER -- The person or entity named in the Application  who/which has all rights
under this Contract.

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

SUBACCOUNT -- A segment of the Variable Account.

SUBACCOUNT VALUE -- The Owner's interest in a Subaccount.

VALUATION DATE -- The Variable Account will be valued each day that the New York
Stock Exchange is open for trading.

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

VARIABLE ACCOUNT -- A separate  investment  account of the Company designated on
the Contract Data Page.

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

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

WITHDRAWAL VALUE -- The Withdrawal Value is:

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

2)   any applicable taxes not previously deducted; less

3)   the Withdrawal Charge, if any; less

4) the Contract Maintenance Charge, if any.

GENERAL PROVISIONS

THE CONTRACT -- The entire contract consists of:

1)   this Contract;

2)   the Application which is attached to this Contract; and

3)   any riders or endorsements attached to this Contract.

This  Contract may be changed or altered  only by the  President or Secretary of
the Company. A change or alteration must be made in writing.

INCONTESTABILITY  -- The Company will not contest this  Contract  from the Issue
Date.

NON-PARTICIPATING  -- This  Contract  will  not  share  in any  distribution  of
dividends.

MISSTATEMENT  OF AGE -- The Company may  require  proof of age of the  Annuitant
before making any life Annuity  Payments under this Contract.  If the age of the
Annuitant  has been  misstated,  the amount  payable will be the amount that the
Contract Value would have provided at the correct age.

After the Annuity Date,  any under  payments will be made up in one sum with the
next Annuity  Payment.  Any  overpayments  will be deducted from future  Annuity
Payments until the total is repaid.

CONTRACT  SETTLEMENT  -- This  Contract must be returned to the Company prior to
any settlement.  Prior to any payment as a death claim,  due proof of death must
be submitted to the Company.

REPORTS -- At least once each calendar  year, the Company will furnish the Owner
with a report  showing the Contract  Value and any other  information  as may be
required by law. The Company will also furnish an annual  report of the Variable
Account. Reports will be sent to the last known address of the Owner.

TAXES -- Any taxes paid to any  governmental  entity  relating to this  Contract
will be deducted from the Purchase Payments or Contract Value when incurred. The
Company will, in its sole  discretion,  determine when taxes have resulted from:
the investment experience of the Variable Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments.  The Company may, at its
sole  discretion,  pay taxes when due and deduct that  amount from the  Contract
Value at a later date.  Payment at an earlier  date does not waive any right the
Company may have to deduct  amounts at a later date. The Company will deduct any
withholding taxes required by applicable law.

EVIDENCE OF SURVIVAL  -- The  Company may require  satisfactory  evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.

MODIFICATION  OF  CONTRACT -- This  Contract  may not be modified by the Company
without the consent of the Owner except as may be required by applicable law.

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

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

OWNERSHIP  -- The Owner has all rights and may receive all  benefits  under this
Contract.  Prior to the Annuity Date, the Owner is the person  designated in the
Application, unless changed. On and after the Annuity Date:

1)   the Annuitant is the Owner; and

2) upon the death of the Annuitant, the Beneficiary is the Owner.

The Owner may change the Owner at any time. A change of Owner will automatically
revoke any prior designation of Owner. A request for change must be:

1)   made in writing; and

2)   received at the Company.

The change will become effective as of the date the written request is signed. A
new  designation  of Owner will not apply to any payment made or action taken by
the Company prior to the time it was received.

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

BENEFICIARY PROVISIONS

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

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

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

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

3)   to the estate of the Owner.

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

PURCHASE PAYMENT PROVISIONS

PURCHASE  PAYMENTS -- The Initial Purchase Payment is due on the Issue Date. The
Minimum  Subsequent  Purchase  Payment is shown on the Contract  Data Page.  The
Company reserves the right to reject any Application or Purchase Payment.

CHANGE IN PURCHASE PAYMENTS -- Subject to the minimum shown on the Contract Data
Page,  the Owner may increase or decrease or change the  frequency of subsequent
Purchase Payments.

ALLOCATION  OF PURCHASE  PAYMENTS  -- The  allocation  of the  initial  Purchase
Payment is elected by the Owner on the Application.  Unless elected otherwise by
the Owner,  subsequent Purchase Payments are allocated in the same manner as the
initial Purchase Payment.  Allocation of the Purchase Payments is subject to the
terms and conditions imposed by the Company.

NO DEFAULT -- Unless the Owner  makes a total  withdrawal,  this  Contract  will
remain in force until the Annuity Date.  This Contract will not be in default if
subsequent Purchase Payments are not made.

GENERAL ACCOUNT PROVISIONS

GENERAL ACCOUNT VALUE -- The General Account Value at any time is equal to:

1)   the Purchase Payments allocated to the General Account; plus

2)   amounts transferred to the General Account; plus

3)   interest credited to the General Account; less

4)   any prior partial  withdrawals  and  Withdrawal  Charges  deducted from the
     General Account; less

5)   amounts transferred from the General Account; less

6)   any applicable premium taxes, Contract Maintenance Charge or Transfer Fee.

INTEREST  TO BE  CREDITED  -- The  Company  guarantees  that the  interest  rate
credited to the  General  Account  will not be less than the Minimum  Guaranteed
Interest Rate. The Minimum Guaranteed  Interest Rate is 4% per year. The Company
may credit additional interest at its sole discretion.

CONTRACT VALUE PROVISION

CONTRACT  VALUE -- Each  Purchase  Payment is allocated  to a Subaccount  of the
Variable Account and/or the General Account.  A Purchase Payment  allocated to a
Subaccount of the Variable  Account is converted into  Accumulation  Units.  The
number of  Accumulation  Units in a  Subaccount  credited  to this  Contract  is
determined by dividing the Purchase Payment  allocated to that Subaccount by the
Accumulation Unit Value for that Subaccount. The Contract Value on any Valuation
Date  is  the  sum of the  Owner's  interest  in the  General  Account  and  the
Subaccounts  of the  Variable  Account.  The value of the Owner's  interest in a
Subaccount  is  determined  by  multiplying  the  number of  Accumulation  Units
attributable  to  that  Subaccount  by the  Accumulation  Unit  Value  for  that
Subaccount. 

Withdrawals  will  result  in  the  cancellation  of  Accumulation  Units  in  a
Subaccount or a reduction of the General Account Value.

VARIABLE ACCOUNT PROVISIONS

THE VARIABLE ACCOUNT -- The Variable Account is a separate investment account of
the Company.  It is shown on the Contract Data Page. The Company has allocated a
part of its assets for this and certain other contracts to the Variable Account.
The assets of the Variable  Account are the  property of the  Company.  However,
they are not chargeable with the  liabilities  arising out of any other business
the  Company  may  conduct.

INVESTMENTS OF THE VARIABLE ACCOUNT -- Purchase Payments applied to the Variable
Account are allocated to a Subaccount of the Variable Account. The assets of the
Subaccount are allocated to the Eligible Investment(s) and the Portfolio(s),  if
any, within an Eligible  Investment shown on the Contract Data Page. The Company
may, from time to time,  add  additional  Eligible  Investments or Portfolios to
those shown on the  Contract  Data Page.  The Owner may be permitted to transfer
Contract Values to the additional Eligible  Investments or Portfolios.  However,
the right to make any  transfer  will be  limited  by the  terms and  conditions
imposed by the Company.

If the shares of any of the Eligible  Investment(s) or any  Portfolio(s)  within
the Eligible  Investments  become  unavailable  for  investment  by the Variable
Account,  or the Company's Board of Directors deems further  investment in these
shares  inappropriate,  the Company may  substitute  shares of another  Eligible
Investment for shares already purchased under this Contract.

VALUATION OF ASSETS -- Assets of the  Variable  Account are valued at their fair
market value in accordance with procedures of the Company.

ACCUMULATION  UNIT -- A Purchase  Payment  allocated to the Variable  Account is
converted into  Accumulation  Units for each elected  Subaccount.  The number of
Accumulation  Units in a Subaccount  credited to this  Contract is determined by
dividing the Purchase  Payment  allocated to that Subaccount by the Accumulation
Unit Value for that  Subaccount  as of the  Valuation  Period  during  which the
Purchase Payment is allocated to the Subaccount. The Accumulation Unit Value for
each  Subaccount was  arbitrarily  set initially at $10. The  Accumulation  Unit
Value for any later  Valuation  Period is determined by subtracting (b) from (a)
and dividing the result by (c) where:

(a)  is the net result of

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

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

(b)  is the cumulative  unpaid charge for the Mortality and Expense Risk Premium
     and for the  Administrative  Expense Charge which are shown on the Contract
     Data Page; and

(c)  is the number of Accumulation Units in a Subaccount of the Variable Account
     outstanding at the end of the Valuation Period.

Withdrawals  from a Subaccount  will result in the  cancellation of Accumulation
Units  in  each  Subaccount  of  the  Variable   Account.   The  Contract  Value
attributable  to  a  Subaccount  of  the  Variable   Account  is  determined  by
multiplying the number of Accumulation  Units  attributable to the Subaccount by
the Accumulation Unit Value for that Subaccount.  An Accumulation Unit Value may
increase or decrease from Valuation  Period to Valuation  Period.

MORTALITY AND EXPENSE RISK PREMIUM --The Company deducts a Mortality and Expense
Risk Premium from the Variable  Account which is equal,  on an annual basis,  to
the amount  shown on the  Contract  Data Page.  The  Mortality  and Expense Risk
Premium  compensates  the Company for assuming the  mortality  and expense risks
under this Contract. 

ADMINISTRATIVE  EXPENSE CHARGE -- The Company deducts an Administrative  Expense
Charge from the Variable  Account  which is equal,  on an annual  basis,  to the
amount  shown on the  Contract  Data Page.  The  Administrative  Expense  Charge
compensates the Company for the costs associated with the administration of this
Contract and the Variable Account.

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.

CONTRACT MAINTENANCE CHARGE

DEDUCTION  FOR  CONTRACT  MAINTENANCE  CHARGE -- The  Company  deducts an annual
Contract  Maintenance Charge from the Contract Value by cancelling  Accumulation
Units from each  applicable  Subaccount or reducing the General Account Value to
reimburse it for expenses relating to maintenance of this Contract. The Contract
Maintenance Charge is shown on the Contract Data Page. The Contract  Maintenance
Charge will be deducted  from the Contract  Value on each  Contract  Anniversary
while this Contract is in force.

If a total withdrawal is made on other than a Contract Anniversary, the Contract
Maintenance  Charge will be deducted at the time of  withdrawal.  If the Annuity
Date is not a Contract  Anniversary,  a prorata  portion of the annual  Contract
Maintenance Charge will be deducted on the Annuity Date. After the Annuity Date,
the Contract  Maintenance  Charge will be collected on a monthly  basis and will
result in a reduction of each Annuity Payment.

TRANSFER PROVISION

TRANSFERS -- Prior to the Annuity Date, the Owner may transfer all or part of an
Account  without the  imposition of any fee or charge if there have been no more
than 12 transfers  made in the Contract  Year.  All transfers are subject to the
following:

1)   if more than 12 transfers  have been made in the Contract Year, the Company
     will deduct a Transfer  Fee. The Transfer Fee is shown on the Contract Data
     Page.  The  Transfer  Fee will be deducted  from the Account from which the
     transfer is made.  However,  if the entire  interest in an Account is being
     transferred,  the  Transfer  Fee will be deducted  from the amount which is
     transferred.

2)   the minimum  amount which may be  transferred is the lesser of: (A) $1,000;
     or (B) the Owner's entire interest in the Account.

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

4)   any transfer direction must clearly specify:  (A) the amount which is to be
     transferred; and (B) the Accounts which are to be affected.

5)   the Company  reserves the right at any time and without prior notice to any
     party to  terminate,  suspend or modify the transfer  privileges  described
     above.

If the Owner elects to use the transfer  privilege,  neither the Company nor its
Annuity  Service Office will be liable for transfers made in accordance with the
Owner's instructions.

DEATH BENEFIT

DEATH OF ANNUITANT -- Upon death of the Annuitant prior to the Annuity Date, the
Owner must designate a new  Annuitant.  If no designation is made within 30 days
of the death of the Annuitant, the Owner will become the Annuitant.

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

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

1)   the Purchase  Payments less any Withdrawals  and any applicable  Withdrawal
     Charge; or

2)   the Contract Value.

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

If a single sum payment is requested, the proceeds will be paid within seven (7)
days of receipt of proof of death and the election.

Payment under an Annuity Option may only be elected during the sixty-day  period
beginning  with the date of receipt  of proof of death or a single  sum  payment
will be made to the Beneficiary at the end of the sixty-day period.

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

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

2)   the  Beneficiary  is not the  spouse  of the  Owner,  in  which  event  the
     Beneficiary  may elect to have the Death  Benefit  payable under an Annuity
     Option over the lifetime of the Beneficiary  beginning within 1 year of the
     date of death.

PAYMENT OF DEATH  BENEFIT -- The Company  will require due proof of death before
any Death Benefit is paid. Due proof of death will be:

1)   a certified death certificate;

2)   a certified  decree of a court of competent  jurisdiction as to the finding
     of death; 

3)   a written statement by a medical doctor who attended the deceased; or

4)   any other proof satisfactory to the Company. Any Death Benefit will be paid
     in accordance  with  applicable law or regulations  governing death benefit
     payments.

ANNUITY PROVISIONS

ANNUITY DATE -- The Annuity Date is elected by the Owner on the Application. The
Annuity  Date is shown on the Contract  Data Page.  The Annuity Date must be the
first day of a  calendar  month  and must be at least one month  after the Issue
Date. The Annuity Date may not be later than the first day of the calendar month
following the  Annuitant's  85th birthday. 

Prior to the  Annuity  Date,  the Owner may,  subject  to the above,  change the
Annuity Date upon 30 days prior written notice to the Company.

ELECTION OF ANNUITY  OPTION -- The Annuity Option is elected by the Owner on the
Application.  If no Annuity Option is elected, Option 2 with 10 years guaranteed
will automatically be applied. Prior to the Annuity Date, the Owner may, upon 30
days prior written notice to the Company, change the Annuity Option.

FREQUENCY  AND AMOUNT OF ANNUITY  PAYMENTS -- Annuity  Payments  will be paid as
monthly  installments.  The Contract Value on the Annuity Date is applied to the
Annuity  Table for the Annuity  Option  elected.  If the amount of the  Contract
Value to be applied  under an Annuity  Option is less than  $5,000,  the Company
reserves the right to make one lump sum payment in lieu of Annuity Payments.  If
the amount of any Annuity Payment would be or become less than $100, the Company
will reduce the  frequency of payments to an interval  which will result in each
payment being at least $100.

The Annuity Tables are based on the 1983  Individual  Annuity  Mortality  Tables
with interest at the rate of 3% per year.

ANNUITY  OPTIONS -- The following  Annuity  Options or any other Annuity  Option
acceptable to the Company may be elected.

Option 1 -- Life Annuity -- The Company will make  monthly  payments  during the
life of the Annuitant.

Option 2 -- Life Annuity with 5, 10 or 20 Years  Guaranteed  -- The Company will
make monthly Annuity Payments during the life of the Annuitant. If payments have
been made for less  than the  guaranteed  period at the death of the  Annuitant,
payments will continue to the  Beneficiary  for the remainder of the  guaranteed
period.  However,  the Beneficiary may elect to receive a single sum payment.  A
single sum payment will be equal to the present  value of remaining  payments as
of the date of receipt of due proof of death commuted at the assumed  investment
rate of 3%.

Option 3 -- Joint and Last  Survivor  Annuity -- The Company  will make  monthly
Annuity Payments for the joint lifetime of the Annuitant and another person.  At
the death of either  Payee,  Annuity  Payments  will  continue to be made to the
survivor Payee. The survivor's Annuity Payments will be equal to 100%, 662/3% or
50% of the amount payable during the joint lifetime, as chosen.

ANNUITY -- If all of the Contract  Value on the seventh  calendar day before the
Annuity Date is allocated to the General Account,  the Annuity will be paid as a
Fixed Annuity.  If all of the Contract Value on the Annuity Date is allocated to
the Variable  Account,  the Annuity will be paid as a Variable  Annuity.  If the
Contract Value on the Annuity Date is allocated to both the General  Account and
the  Variable  Account,  the Annuity  will be paid as a  combination  of a Fixed
Annuity and a Variable  Annuity to reflect the allocation  between the Accounts.
Variable  Annuity  Payments  will  reflect  the  investment  performance  of the
Variable  Account in accordance with the allocation of the Contract Value to the
Subaccounts on the Annuity Date.

The Contract Value will be applied to the applicable Annuity Tables. The Annuity
Table used will depend upon the Annuity Option elected.  The amount of the first
payment for each $1,000 of Contract Value is shown in the Annuity Tables. 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.

FIXED ANNUITY -- 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. 

VARIABLE ANNUITY -- Variable Annuity  Payments:

1)   are not predetermined as to dollar amount; and

2)   will vary in  amount  with the net  investment  results  of the  applicable
     Subaccount(s) of the Variable Account at the Annuity Date.

The dollar amount of Variable  Annuity  Payments for each applicable  Subaccount
after the first is determined as follows:

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

2)   the fixed  number  of  Annuity  Units per  payment  in each  Subaccount  is
     multiplied  by the  Annuity  Unit  Value for that  Subaccount  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 for each  applicable
     Subaccount.

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

ANNUITY UNIT -- The value of an Annuity Unit for each Subaccount of the Variable
Account  was  arbitrarily  set  initially  at $10.  This was done when the first
Eligible Investment shares were purchased. 

The Subaccount Annuity Unit Value at the end of any subsequent  Valuation Period
is  determined  by  multiplying  the  Subaccount  Annuity  Unit  Value  for  the
immediately  preceding Valuation Period by the net investment factor for the day
for which the Annuity Unit Value is being calculated; and multiplying the result
by 0.999919 for each day within the Valuation Period.

NET  INVESTMENT  FACTOR -- The Net  Investment  Factor for any Subaccount of the
Variable Account for any Valuation Period is determined by dividing:

1)   the  Accumulation  Unit  Value  as of the  close of the  current  Valuation
     Period; by

2)   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.

TRANSFERS DURING THE ANNUITY PERIOD -- During the Annuity Period,  the Owner may
make transfers, by written request, as follows:

1)   the Owner may make a transfer once each  Contract Year between  Subaccounts
     of the Variable Account.

2)   the Owner may at any time, make a transfer from one or more  Subaccounts to
     the  General  Account.  The Owner may not make a transfer  from the General
     Account to the Variable Account.

The amount  transferred to the General Account from a Subaccount of the Variable
Account  will be equal to the annuity  reserve for the payee's  interest in that
Subaccount.  The  annuity  reserve is the product of "(a)"  multiplied  by "(b)"
multiplied by "(c)",  where (a) is the number of Annuity Units  representing the
Owner's interest in the Subaccount per Annuity Payment;  (b) is the Annuity Unit
Value for the  Subaccount;  and (c) is the  present  value of $1.00 per  payment
period as of the  Attained  Age of the Owner at time of transfer for the Annuity
Option,  determined  using the 1983  Individual  Annuity  Mortality  Tables with
interest at 3% per year.  Amounts  transferred  to the General  Account  will be
applied under the Annuity Option elected at the attained age of the Owner at the
time of the transfer.  All amounts and Annuity Unit Values will be determined as
of the end of the Valuation Period preceding the effective date of the transfer.

PROTECTION OF PROCEEDS -- No Payee may commute, encumber, alienate or assign any
payments under this Contract.  To the extent  permitted by law, no payments will
be  subject  to the  debts,  contracts  or  engagements  of any  Payee or to any
judicial process to levy upon or attach the same for payment thereof.

WITHDRAWAL PROVISIONS

WITHDRAWALS  -- Prior to the Annuity Date,  the Owner may, upon written  request
received by the Company,  make a total or partial  withdrawal of the  Withdrawal
Value. A withdrawal will result in the  cancellation of Accumulation  Units from
each applicable Subaccount of the Variable Account or a reduction in the General
Account Value in the ratio that the Subaccount  Value and/or the General Account
Value bears to the total  Contract  Value.  The Owner must specify in writing in
advance  which  units are to be  cancelled  or values are to be reduced if other
than the  above  method  is  desired.  The  Company  will pay the  amount of any
withdrawal  within  seven (7) days of receipt of a request in good order  unless
the  Suspension Or Deferral Of Payments Or Transfers  From The Variable  Account
provision  or the  Deferral Of Payments Or  Transfers  From The General  Account
provision is in effect. 

Each partial  withdrawal must be for an amount which is not less than $1,000 or,
if smaller,  the remaining Withdrawal Value. The remaining Withdrawal Value must
be at least $1,000 after a partial withdrawal is completed.

WITHDRAWAL  CHARGE -- A  Withdrawal  Charge  may be  deducted  in the event of a
withdrawal of all or a portion of the Contract Value.  The Withdrawal  Charge is
imposed on a withdrawal of Contract  Value  attributable  to a Purchase  Payment
within five (5) years of receipt.  The Withdrawal Charge, if any, is equal to 5%
of the Purchase  Payment  withdrawn.  

For a partial  withdrawal,  the  Withdrawal  Charge  will be  deducted  from the
remaining  Withdrawal Value, if sufficient,  or from the amount  withdrawn.  The
Withdrawal  Charge will be deducted by cancelling  Accumulation  Units from each
applicable  Subaccount  or reducing the General  Account Value in the ratio that
the Subaccount  Value and/ or General Account bears to the total Contract Value.
The Owner must  specify in writing in advance if other than the above  method of
cancellation is desired.

WAIVER OF WITHDRAWAL  CHARGE -- A withdrawal  of 10% of the  aggregate  Purchase
Payments may be made free from the Withdrawal  Charge on a non-cumulative  basis
as follows

1)   Once each  Contract  Year after the first  Contract  Year,  as a single sum
     payment if the Contract Value prior to the withdrawal exceeds $5,000; or

2)   At any time,  subject to any conditions and fees the Company may impose, as
     equal periodic installments.

SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS FROM THE VARIABLE ACCOUNT

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

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

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

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

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

DEFERRAL OF PAYMENTS OR TRANSFERS FROM THE GENERAL ACCOUNT

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

RESERVES, VALUES AND BENEFITS

All  reserves are greater to or equal to those  required by statute.  Any values
and death  benefits that may be available  under this Contract are not less than
the minimum benefits required by any statute of the state in which this Contract
is delivered.

<TABLE>
<CAPTION>
                                 TABLE 1:  MONTHLY ANNUITY PAYMENT UNDER OPTION 1 FOR EACH

                                             $1,000 OF CONTRACT VALUE APPLIED
<S>                                   <C>            <C>                <C>             <C>               <C>
                    Annuitant's                      Annuitant's                        Annuitant's
                     Attained         Monthly          Attained         Monthly          Attained         Monthly
                        Age          Payment              Age          Payment              Age           Payment
                        ---          -------              ---          -------              ---           -------

                         5             2.79               32             3.27                59            4.94
                         6             2.80               33             3.31                60            5.07
                         7             2.81               34             3.34                61            5.20
                         8             2.82               35             3.37                62            5.33
                         9             2.83               36             3.41                63            5.48

                        10             2.84               37             3.44                64            5.64
                        11             2.86               38             3.48                65            5.81
                        12             2.87               39             3.52                66            5.99
                        13             2.88               40             3.57                67            6.19
                        14             2.90               41             3.61                68            6.39

                        15             2.91               42             3.66                69            6.62
                        16             2.93               43             3.71                70            6.86
                        17             2.94               44             3.76                71            7.11
                        18             2.96               45             3.81                72            7.39
                        19             2.98               46             3.87                73            7.69

                        20             2.99               47             3.93                74            8.01
                        21             3.01               48             3.99                75            8.36
                        22             3.03               49             4.05                76            8.73
                        23             3.05               50             4.12                77            9.13
                        24             3.07               51             4.20                78            9.56

                        25             3.09               52             4.27                79           10.03
                        26             3.12               53             4.35                80           10.53
                        27             3.14               54             4.44                81           11.07
                        28             3.17               55             4.53                82           11.65
                        29             3.19               56             4.62                83           12.27

                        30             3.22               57             4.72                84           12.94
                        31             3.25               58             4.83                85+          13.64
</TABLE>

<TABLE>
<CAPTION>
                                 TABLE 2:  MONTHLY ANNUITY PAYMENT UNDER OPTION 2 FOR EACH

                                             $1,000 OF CONTRACT VALUE APPLIED

<S>                <C>              <C>           <C>               <C>                 <C>             <C>           <C>
  Annuitant's                                                           Annuitant's
   Attained          5 Years        10 Years       20 Years              Attained         5 Years        10 Years        20 Years
      Age          Guaranteed      Guaranteed     Guaranteed                Age         Guaranteed      Guaranteed      Guaranteed
      ---          ----------      ----------     ----------                ---         ----------      ----------      ----------

        5             2.79            2.79           2.78                   46             3.85            3.85            3.78
        6             2.80            2.80           2.79                   47             3.92            3.90            3.83
        7             2.81            2.81           2.81                   48             3.98            3.96            3.88
        8             2.82            2.82           2.82                   49             4.05            4.03            3.93
        9             2.83            2.83           2.83                   50             4.12            4.09            3.99

       10             2.84            2.84           2.84                   51             4.19            4.16            4.04
       11             2.86            2.86           2.85                   52             4.26            4.23            4.10
       12             2.87            2.87           2.87                   53             4.34            4.31            4.16
       13             2.88            2.88           2.88                   54             4.42            4.39            4.22
       14             2.90            2.90           2.89                   55             4.51            4.47            4.28

       15             2.91            2.91           2.91                   56             4.61            4.56            4.35
       16             2.93            2.93           2.92                   57             4.70            4.65            4.41
       17             2.94            2.94           2.94                   58             4.81            4.75            4.48
       18             2.95            2.95           2.95                   59             4.92            4.85            4.55
       19             2.95            2.95           2.97                   60             5.04            4.96            4.62

       20             2.96            2.96           2.99                   61             5.17            5.07            4.68
       21             3.01            3.01           3.01                   62             5.30            5.19            4.75
       22             3.03            3.03           3.02                   63             5.44            5.32            4.82
       23             3.05            3.05           3.04                   64             5.60            5.45            4.88
       24             3.07            3.07           3.06                   65             5.76            5.59            4.95

       25             3.09            3.09           3.08                   66             5.93            5.74            5.01
       26             3.12            3.11           3.11                   67             6.11            5.89            5.07
       27             3.14            3.14           3.13                   68             6.31            6.05            5.13
       28             3.16            3.16           3.15                   69             6.52            6.21            5.18
       29             3.19            3.19           3.18                   70             6.74            6.38            5.23

       30             3.22            3.21           3.20                   71             6.97            6.56            5.27
       31             3.24            3.24           3.23                   72             7.22            6.74            5.31
       32             3.27            3.27           3.26                   73             7.49            6.92            5.35
       33             3.30            3.30           3.29                   74             7.77            7.11            5.38
       34             3.33            3.33           3.32                   75             8.07            7.30            5.40

       35             3.37            3.37           3.35                   76             8.39            7.48            5.43
       36             3.41            3.40           3.38                   77             8.72            7.67            5.44
       37             3.44            3.44           3.41                   78             9.07            7.85            5.46
       38             3.48            3.48           3.45                   79             9.43            8.03            5.47
       39             3.52            3.51           3.48                   80             9.81            8.20            5.48

       40             3.56            3.56           3.52                   81            10.20            8.37            5.49
       41             3.61            3.60           3.56                   82            10.61            8.52            5.50
       42             3.65            3.65           3.60                   83            11.02            8.66            5.50
       43             3.70            3.69           3.64                   84            11.44            8.79            5.51
       44             3.75            3.74           3.69                    85+          11.86            8.91            5.51

       45             3.81            3.79           3.73
</TABLE>

<TABLE>
<CAPTION>

                                     TABLE 3:  MONTHLY ANNUITY PAYMENT UNDER OPTION 3
                                         FOR EACH $1,000 OF CONTRACT VALUE APPLIED

                                              JOINT AND 50% SURVIVOR ANNUITY


<S>                                      <C>          <C>           <C>          <C>          <C>          <C>
         Attained Age\Attained Age         50            55           60           65           70           75           79
         -------------------------         --            --           --           --           --           --           --
                    50                    3.87          3.94         3.99         4.03         4.06         4.09         4.10
                    55                    3.94          4.21         4.29         4.37         4.42         4.46         4.48
                    60                    3.99          4.29         4.65         4.77         4.87         4.94         4.98
                    65                    4.03          4.37         4.77         5.27         5.43         5.57         5.65
                    70                    4.06          4.42         4.87         5.43         6.12         6.36         6.51
                    75                    4.09          4.46         4.94         5.57         6.36         7.34         7.62
                    79                    4.10          4.48         4.98         5.65         6.51         7.62         8.69
</TABLE>

<TABLE>
<CAPTION>
                                             JOINT AND 662/3% SURVIVOR ANNUITY


<S>                                        <C>           <C>          <C>          <C>          <C>        
         Attained Age\Attained Age         50            55           60           65           70           75           79
         -------------------------         --            --           --           --           --           --           --
                    50                    3.94          4.10         4.27         4.47         4.68         4.90         5.08
                    55                    4.10          4.29         4.50         4.73         4.98         5.24         5.46
                    60                    4.27          4.50         4.75         5.04         5.35         5.67         5.94
                    65                    4.47          4.73         5.04         5.39         5.78         6.20         6.54
                    70                    4.68          4.98         5.35         5.78         6.28         6.83         7.29
                    75                    4.90          5.24         5.67         6.20         6.83         7.55         8.18
                    79                    5.08          5.46         5.94         6.54         7.29         8.18         8.97
</TABLE>

<TABLE>
<CAPTION>
                                              JOINT AND 100% SURVIVOR ANNUITY


<S>                                      <C>           <C>         <C>           <C>          <C>          <C>
         Attained Age\Attained Age         50            55           60           65           70           75           79
         -------------------------         --            --           --           --           --           --           --
                    50                    3.63          3.75         3.85         3.93         3.99         4.03         4.06
                    55                    3.75          3.91         4.06         4.19         4.30         4.37         4.42
                    60                    6.85          4.06         4.28         4.48         4.66         4.79         4.87
                    65                    3.93          4.19         4.48         4.78         5.06         5.30         5.44
                    70                    3.99          4.30         4.66         5.06         5.48         5.87         6.13
                    75                    4.03          4.37         4.79         5.30         5.87         6.46         6.92
                    79                    4.06          4.42         4.87         5.44         6.13         6.92         7.56
</TABLE>

Information about different age combinations will be furnished upon request.

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE AND FIXED ANNUITY CONTRACT

NONPARTICIPATING
NO DIVIDENDS

                 Cova Financial Services Life Insurance Company
                                700 Market Street
                            St. Louis, Missouri 63101



                 Cova Financial Services Life Insurance Company
                                700 Market Street
                            St. Louis, Missouri 63101



ENDORSEMENT

This  Endorsement  forms a part of the  Contract  to which it is  attached.  The
effective  date of this  Endorsement  is the  Issue  Date of the  Contract.  The
Contract is amended in the following manner:

     1)   The DEATH OF OWNER section of the DEATH  BENEFIT  provision is deleted
          in its entirety and replaced with the following:

          "DEATH OF OWNER--Upon death of the Owner prior to the Annuity  Date,
          the Death  Benefit will be paid to the  Beneficiary  designated by the
          Owner.

          Before the Owner, or a Joint Owner,  attains age 80, the Death Benefit
          will be the greatest of:

          1.   the Purchase  Payments less any  Withdrawals  and any  applicable
               Withdrawal Charge; or

          2.   the  Contract  Value  determined  on the  Valuation  Period  next
               following the date of receipt by the Company of both due proof of
               death and an election for payment; or

          3.   the greatest adjusted Contract Value.

          The greatest  adjusted  Contract  Value is evaluated at each  Contract
          Anniversary prior to the death of the Owner or Joint Owner and on each
          day a  Purchase  Payment  or  Withdrawal  is  made.  On  the  Contract
          Anniversary,  if the  current  Contract  Value  exceeds  the  greatest
          adjusted  Contract Value, the greatest adjusted Contract Value will be
          increased  to the current  Contract  Value.  If a Purchase  Payment is
          made,  the amount of the Purchase  Payment will  increase the greatest
          adjusted  Contract  Value.  If a  Withdrawal  is  made,  the  greatest
          adjusted  Contract  Value will be reduced by the sum of the Withdrawal
          Amount and any associated  Withdrawal  Charges divided by the Contract
          Value immediately prior to the Withdrawal,  multiplied by the greatest
          adjusted Contract Value immediately prior to the Withdrawal.

          After the Owner,  or a Joint Owner,  attains age 80, the Death Benefit
          will be the greatest of:

          1.   the Purchase  Payments less any  Withdrawals  and any  applicable
               Withdrawal Charge; or

          2.   the  Contract  Value  determined  on the  Valuation  Period  next
               following the date of receipt by the Company of both due proof of
               death and an election for payment; or

          3.   the greatest adjusted Contract Value.

          The greatest  adjusted  Contract  Value is evaluated at each  Contract
          Anniversary  on or  before  the  Owner's,  or a  Joint  Owner's,  80th
          birthday and on each day a Purchase  Payment or Withdrawal is made. On
          the Contract  Anniversary  on or before the Owner's or a Joint Owner's
          80th  birthday,  if the current  Contract  Value  exceeds the greatest
          adjusted  Contract Value, the greatest adjusted Contract Value will be
          increased  to the current  Contract  Value.  If a Purchase  Payment is
          made,  the amount of the Purchase  Payment will  increase the greatest
          adjusted  Contract  Value.  If a  Withdrawal  is  made,  the  greatest
          adjusted  Contract  Value will be reduced by the sum of the Withdrawal
          Amount and any associated  Withdrawal  Charges divided by the Contract
          Value immediately prior to the Withdrawal,  multiplied by the greatest
          adjusted Contract Value immediately prior to the Withdrawal.

          If Joint Owners are named:

          1)   The Death  Benefit is  determined  based on the age of the oldest
               Joint Owner; and

CL-3059  (2/98)





          2)   The Death  Benefit  is  payable  upon the first  death of a Joint
               Owner.

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

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

          The entire  Death  Benefit  must be paid  within five (5) years of the
          date of death unless the Beneficiary  elects to have the Death Benefit
          payable under an Annuity option over the Beneficiary's lifetime or for
          a period not  extending  beyond  the  Beneficiary's  life  expectancy,
          beginning within one (1) year of the date of death.

          If the Beneficiary is the spouse of the Owner, the spouse may elect to
          become  the Owner and  continue  this  Contract  in effect at the then
          current Contract Value."

     2)   The  WITHDRAWALS  section of the  WITHDRAWAL  provision  is amended to
          include the following paragraph:

          "The Death Benefit is reduced when withdrawals are made. The amount of
          the reduction is described in the DEATH OF OWNER section."

All other terms and conditions of the Contract remain unchanged.

Cova Financial Services Life Insurance Company has caused this Endorsement to be
signed by its President and Secretary.




CL-3059  (2/98)


                 Cova Financial Services Life Insurance Company
                                700 Market Street
                            St. Louis, Missouri 63101



ENDORSEMENT

This  Endorsement  forms a part of the  Contract  to which it is  attached.  The
effective date of this  Endorsement is the Issue Date shown on the Contract Data
Page.

The DEATH OF OWNER  section  of the DEATH  BENEFIT  provision  is deleted in its
entirety and replaced with the following:

     "DEATH OF OWNER--Upon death of the Owner  prior to the Annuity  Date,  the
     Death Benefit will be paid to the Beneficiary designated by the Owner.

     Prior to the Owner,  or a Joint Owner,  attaining age 80, the Death Benefit
     will be the greatest of:

     1)   the  Purchase   Payments  less  any  Withdrawals  and  any  applicable
          Withdrawal Charge  accumulated at an effective annual rate of 4% until
          the date of death;

     2)   the Contract Value  determined on the Valuation  Period next following
          the date of receipt  by the  Company of both due proof of death and an
          election for payment; or

     3)   the greatest of the values resulting from taking the Contract Value on
          any five (5) year Contract Anniversary prior to the death of the Owner
          or Joint Owner,  plus any Purchase  Payments  made  subsequent to that
          Contract  Anniversary,   less  any  subsequent   Withdrawals  and  any
          applicable Withdrawal Charge.

     After the Owner,  or a Joint Owner,  attains age 80, the Death Benefit will
     be the greatest of:

     1)   A)  Purchase  Payments  made  on or  before  the  Owner's,  or a Joint
          Owner's,  80th  birthday  less  any  Withdrawals  and  any  applicable
          Withdrawal Charge  accumulated at an effective annual rate of 4% until
          the Owner,  or a Joint Owner,  attains age 80; plus B) any  subsequent
          Purchase  Payments less any subsequent  Withdrawals and any applicable
          Withdrawal Charge; or

     2)   the Contract Value  determined on the Valuation  Period next following
          the date of receipt  by the  Company of both due proof of death and an
          election for payment; or

     3)   the greatest of the values resulting from taking the Contract Value on
          any prior five (5) year Contract  Anniversary on or before the Owner's
          80th  birthday  plus any Purchase  Payments  made  subsequent  to that
          Contract  Anniversary,   less  any  subsequent   Withdrawals  and  any
          applicable Withdrawal Charge.

If Joint Owners are named:

1)   The Death Benefit is determined based on the age of the oldest Joint Owner;
     and

2)   The Death Benefit is payable upon the first death of a Joint Owner.

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

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

The entire Death Benefit must be paid within five (5) years of the date of death
unless the beneficiary elects to have the Death Benefit payable under an Annuity
option over the Beneficiary's  lifetime or for a period not extending beyond the
Beneficiary's life expectancy, beginning within (1) year of the date of death.

CL-3064 (2/98)

<PAGE>


If the  Beneficiary  is the spouse of the Owner,  the spouse may elect to become
the Owner and  continue  this  Contract in effect at the then  current  Contract
Value."

All other terms and conditions of the Contract remain unchanged.

Cova Financial Services Life Insurance Company has caused this Endorsement to be
signed by its President and Secretary.




CL-3064 (2/98)

Cova Financial Services Life Insurance Company
700 Market Street
St. Louis, Missouri 63101

ENDORSEMENT

This  Endorsement  forms a part of the  Contract  to which it is  attached.  The
effective  date of this  Endorsement  is the  Issue  Date of the  Contract.  The
Contract is amended in the following manner:

The DEATH OF OWNER  section  of the DEATH  BENEFIT  provision  is deleted in its
entirety and replaced with the following:

"DEATH OF OWNER - Upon death of the Owner prior to the Annuity  Date,  the Death
Benefit will be paid to the Beneficiary designated by the Owner.

Before the Owner,  or a Joint Owner,  attains age 80, the Death  Benefit will be
the greatest of:

     1.   the  Purchase   Payments  less  any  Withdrawals  and  any  applicable
          Withdrawal Charge; or

     2.   the Contract Value  determined on the Valuation  Period next following
          the date of receipt by the Company of both due

          proof of death and an election for payment; or

     3.   the greatest  Contract Value on any Contract  Anniversary prior to the
          death of the Owner or Joint  Owner,  plus any Purchase  Payments  made
          subsequent  to  that  Contract   Anniversary,   less  any   subsequent
          Withdrawals and any applicable Withdrawal Charge.

After the Owner, or a Joint Owner, attains age 80, the Death Benefit will be the
greatest of:

     1.   the  Purchase   Payments  less  any  Withdrawals  and  any  applicable
          Withdrawal Charge; or

     2.   the Contract Value  determined on the Valuation  Period next following
          the date of receipt by the Company of both due

          proof of death and an election for payment; or

     3.   the greatest  Contract Value on any Contract  Anniversary on or before
          the Owner's or Joint Owner's 80th birthday, plus any Purchase Payments
          made  subsequent to that  Contract  Anniversary,  less any  subsequent
          Withdrawals and any applicable Withdrawal Charge.

If Joint Owners are named:

     1)   The Death Benefit is  determined  based on the age of the oldest Joint
          Owner; and

     2)   The Death Benefit is payable upon the first death of a Joint Owner.

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

If a single sum payment is requested, the proceeds will be paid within seven (7)
days of receipt  of proof of death and the  election.  Payment  under an Annuity
Option may only be elected  during the 60-day period  beginning with the date of
receipt  of  proof  of  death  or a  single  sum  payment  will  be  made to the
Beneficiary at the end of the 60-day period.

The entire Death Benefit must be paid within five (5) years of the date of death
unless the Beneficiary elects to have the Death Benefit payable under an Annuity
Option over the Beneficiary's  lifetime or for a period not extending beyond the
Beneficiary's  life  expectancy,  beginning  within  one (1) year of the date of
death.

If the  Beneficiary  is the spouse of the Owner,  the spouse may elect to become
the Owner and  continue  this  Contract in effect at the then  current  Contract
Value."

All other terms and conditions of the Contract remain unchanged.

Cova Financial Services Life Insurance Company has caused this Endorsement to be
signed by its President and Secretary.

CL-4205 (4/99)



Cova Financial Services Life Insurance Company
700 Market Street
St. Louis, Missouri 63101

CHARITABLE REMAINDER TRUST ENDORSEMENT

This  Endorsement  forms a part of the  Contract  to which it is  attached.  The
effective date of this  Endorsement is the Issue Date shown on the Contract Data
Page.

The Contract is amended in the following manner:
1. The last  sentence  of the first  paragraph  of the Annuity  Date  section is
deleted and replaced by the  following:  "The Annuity Date may not be later than
the first day of the calendar month following the Annuitant's  100th  birthday."
2. The first  sentence in the second  paragraph  of the  Withdrawals  section is
deleted and replaced with the following:  "Each partial  withdrawal,  unless for
the payment of charitable  remainder trust  administration  fees, must be for an
amount which is not less than $500.00 or, if smaller,  the remaining  Withdrawal
Value." 3. The following  sentence is added to the Waiver of  Withdrawal  Charge
section:   "A  withdrawal  for  the  payment  of  charitable   remainder   trust
administration  fees may be made once during the first  Contract  Year free from
the Withdrawal Charge."

All other terms and conditions of the Contract remain unchanged.

Cova Financial Services Life Insurance Company has caused this Endorsement to be
signed by its President and Secretary.

CL-4213 (4/99)




                 Cova Financial Services Life Insurance Company

Send application and check to:
Cova Financial Services Life Insurance Company
P. O. Box 10366
Des Moines, Iowa 50306-9989

        FLEXIBLE PURCHASE PAYMENT VARIABLE AND FIXED ANNUITY APPLICATION


  1. OWNER (Correspondence is sent to the Owner.)

     Name____________________________________________________________________
                       (First)            (Middle)         (Last)
     Address_________________________________________________________________
                                           (Street)
    _________________________________________________________________________
                         (City)                    (State)        (Zip)
     Sex  o M  o F       Phone (_______)_____________________________________

     Birthdate____________________/______________/___________________________
                       (Month)              (Day)              (Year)
     Social Security Number__________________________________________________

Joint Owners must be spouses.  Use Special  Requests Section to name other Joint
Owner.  If Joint Owners are named,  upon the death of either  Joint  Owner,  the
surviving spouse will be the beneficiary. If you wish to override the provisions
of the contract and any endorsement, both Joint Owners must initial here.

__________________________  ________________________
  Joint Owner's Initials      Joint Owner's Initials


  2. ANNUITANT (Complete only if different than Owner.)
     Name____________________________________________________________________
                       (First)            (Middle)         (Last)

     Address_________________________________________________________________
                       (Street)       (City)        (State)      (Zip)
Birthdate_______/______/______   Sex  o M  o F
            (Month)  (Day)  (Year)

Social
Security No.________________________________________

Phone (_______)_____________________________________

3.   BENEFICIARY

     (Show full name(s), relationship(s),  Social Security number(s), percentage
     each is to receive and address.  Use Special Requests Section if additional
     space is needed.)

Primary ____________________________________________
Primary ____________________________________________
____________________________________________________
____________________________________________________
Contingent__________________________________________
____________________________________________________

  4. PURCHASE PAYMENT ALLOCATION
     Initial Purchase
     Payment
     $______________________

     Must  be  whole  percentages  with a  minimum  of 10%  in  any  Account  or
     Portfolio. Unless otherwise directed,  subsequent purchase payments will be
     allocated as shown. Total Allocation must equal 100%.

____% General Account

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

Lord, Abbett & Co.
____% Growth & Income Portfolio
____% Bond Debenture Portfolio
____% Mid-Cap Value Portfolio
____% Large Cap Research Portfolio
____% Developing Growth Portfolio

Conning Asset Management Company
____% Money Market Portfolio

5.   TYPE OF PLAN Check One
   o Non-Qualified
   o Qualified - Not available in all states.
       o 401(a)
       o Roth Conversion IRA
         Date Established_________________________
         Cost Basis $_____________________________
       o Roth Contributory IRA
         Date Established_________________________
         Cost Basis $_____________________________
       o Custodial Owned IRA
         o Traditional IRA
         o Roth Conversion IRA
       o 408 IRA Transfer
       o 403(b) TSA Rollover -

          I acknowledge  that I understand  the  withdrawal  restrictions  under
          Internal Revenue Code Section 403(b)(11) on contributions and earnings
          and  have  received  a  prospectus  explaining  the  restrictions.   I
          understand  the  other  investment  alternatives  available  under the
          employer's  403(b)  arrangement  to which I may elect to  transfer  my
          contract value.

6.   SPECIAL REQUESTS

7.   TRANSFER AUTHORIZATIONS

     I/We  acknowledge  that  neither Cova  Financial  Services  Life  Insurance
     Company (Cova) nor any person  authorized by Cova will be  responsible  for
     any  claim,  loss,  liability  or expense in  connection  with a  telephone
     transfer  if  Cova  or  such  other  person  acted  on  telephone  transfer
     instructions in good faith in reliance on this authorization. Check here if
     you wish to authorize telephone transfer instructions.  o Check here if you
     wish to authorize your Registered Representative/Agent to make transfers. o


8.   DOLLAR  COST  AVERAGING  TRANSFERS  - I  authorize  Dollar  Cost  Averaging
     Transfers of  $______________  to be transferred  each month ($500 minimum)
     from the Conning  Money  Market  Portfolio or the General  Account  ($6,000
     minimum  required  in the Conning  Money  Market  Portfolio  or the General
     Account or amount needed to complete all transfers.)

     FROM                    TO
     Check One               J.P. Morgan Investment Management Inc.
     o Conning Money         _______%   Select Equity Portfolio
        Market Portfolio     _______%   Small Cap Stock Portfolio
     o General               _______%   Large Cap Stock Portfolio
        Account              _______%   International Equity Portfolio
                             _______%   Quality Bond Portfolio
     I authorize transfers to be made for:
     o 12 months  o 24 months       o 36 months      o 48 months
     o 60 months  Other ______ months
     Dollar Cost Averaging Transfers and Rebalancing Transfers are
     not available simultaneously.

9.   AUTOMATIC  WITHDRAWALS  - I  authorize  automatic  monthly  withdrawals  of
     $___________________  to be made on the (check  one) o 1st or o 15th day of
     the month. Total monthly withdrawals cannot exceed 10% of purchase payments
     in any 12 month period.________I  understand that Automatic Withdrawals are
     available only if I am over age 59 1/2.

<TABLE>
<CAPTION>
<S>                                                  <C>
     FEDERAL AND STATE INCOME TAX WITHHOLDING
     Check one:    o  I elect to have Federal Income Tax withheld from these distributions.
                   o  I elect NOT to have Federal Income Tax withheld from these distributions.
     Note:  Even if you elect not to have Federal  Income Tax  withheld  from a  distribution,  you are liable for
     payment  of Federal  Income  Tax on the  taxable  portion  of your  contract.  You may also be subject to tax
     penalties  under the estimated tax payment rules if your payments of estimated tax and  withholding,  if any,
     are not adequate. If applicable,  a State Income Tax election will be made as elected above for Federal Income
     Tax withholding.
</TABLE>

10.  REBALANCING TRANSFERS - I authorize Rebalancing Transfers to be made in the
     applicable  percentages elected in the Purchase Payment Allocation section.
     Rebalancing  transfers  are  not  made  to or  from  the  General  Account.
     Transfers are to be made: o quarterly o  semi-annually  o annually.  Dollar
     Cost  Averaging  Transfers  and  Rebalancing  Transfers  are not  available
     simultaneously.

11.  ANNUITY OPTION - If no Annuity  Option is specified,  the Life Annuity with
     10 years Guaranteed Option will be automatically applied.

- --------------------------------------------------------------------------------
Indicate Annuity Option

12.  ANNUITY  DATE - The  Annuity  Date  must  always  be on the  first day of a
     calendar  month and must be at least one month  after the Issue  Date.  The
     Annuity  Date may not be later  than the  first day of the  calendar  month
     following the later of: 1) the Annuitant's  85th birthday;  or 2) the tenth
     Contract Anniversary.

- --------------------------------------------------------------------------------
Indicate Annuity Date

13.  Will the annuity  applied for replace or change any existing life insurance
     or annuity? o Yes    No

14.  ALLOCATION DURING FREE LOOK PERIOD

     Under certain circumstances,  as described in the accompanying  Prospectus,
     the initial  purchase payment will be allocated to the Conning Money Market
     Portfolio  until the  expiration of the Free Look period.  Thereafter,  the
     purchase  payments  will be allocated  as directed in the Purchase  Payment
     Allocation Section.

15.  CONSENT FOR ELECTRONIC DELIVERY

     I (we) consent to the  delivery of the  following  documents in  electronic
     format to be effective until I (we) revoke this consent.  (Check applicable
     box(es).

     o Prospectuses and prospectus supplements   o Sales literature
     o Annual and Semi-Annual Reports            o Proxy Statements/materials

16.  ACKNOWLEDGEMENT AND AUTHORIZATION - I (We) agree that the above information
     and  statements  and those made on the reverse side are true and correct to
     the best of my (our)  knowledge  and belief and are made as the basis of my
     (our) application. I (We) acknowledge receipt of the current prospectus(es)
     of Cova  Variable  Annuity  Account One,  Cova Series Trust and Lord Abbett
     Series Fund,  Inc.  PAYMENTS AND VALUES  PROVIDED BY THE CONTRACT FOR WHICH
     APPLICATION  IS MADE  ARE  VARIABLE  AND ARE NOT  GUARANTEED  AS TO  DOLLAR
     AMOUNT.

____________________________________________________
(Signature of Owner(s). Annuitant unless otherwise noted)

____________________________________________________
    (Signature of Annuitant if other than Owner)

Signed at __________________________________________
                       (City)       (State)

Date________________________________________________


17.  AGENT'S  REPORT  Will the  annuity  replace  or change  any  existing  life
     insurance or annuity?

     o No     o Yes (Indicate type and cost basis information.)
     Type           Cost Basis
     o Life         Pre-TEFRA       $___________________  $__________________
                                         (Cost Basis)             (Gain)
     o Annuity      Post-TEFRA      $___________________  $__________________
                                         (Cost Basis)             (Gain)
     Complete any required replacement forms.

Agent's Signature___________________________________
Phone ______________________________________________
Agent's Name and Number_____________________________
____________________________________________________
Name and Address of Firm____________________________

____________________________________________________


                             PARTICIPATION AGREEMENT
                 AMONG TEMPLETON VARIABLE PRODUCTS SERIES FUND,
                    FRANKLIN TEMPLETON DISTRIBUTORS, INC. and
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

     THIS AGREEMENT made as of May 1, 1998,  among Templeton  Variable  Products
Series Fund (the "Trust"),  an open-end management  investment company organized
as a business trust under  Massachusetts law, Franklin  Templeton  Distributors,
Inc.,   a   California   corporation,    the   Trust's   principal   underwriter
("Underwriter"),  and COVA  Financial  Services Life Insurance  Company,  a life
insurance company organized as a corporation under Missouri law (the "Company"),
on its own behalf and on behalf of each segregated  asset account of the Company
set forth in Schedule A, as may be amended from time to time (the "Accounts").

                              W I T N E S S E T H:

     WHEREAS,   the  Trust  is  registered  with  the  Securities  and  Exchange
Commission (the "SEC") as an open-end  management  investment  company under the
Investment  Company  Act of  1940,  as  amended  (the  "1940  Act"),  and has an
effective  registration  statement relating to the offer and sale of the various
series of its shares  under the  Securities  Act of 1933,  as amended (the "1933
Act" );

     WHEREAS,  the Trust and the Underwriter desire that Trust shares be used as
an  investment  vehicle for separate  accounts  established  for  variable  life
insurance  policies  and  variable  annuity  contracts  to be  offered  by  life
insurance  companies which have entered into fund participation  agreements with
the Trust (the "Participating Insurance Companies");

     WHEREAS,  the  beneficial  interest  in the Trust is divided  into  several
series of shares,  each series  representing an interest in a particular managed
portfolio of securities and other assets, and certain of those series,  named in
Schedule B, (the  "Portfolios")  are to be made  available  for  purchase by the
Company for the Accounts; and

     WHEREAS,  the Trust has received an order from the SEC,  dated November 16,
1993 (File No. 812-8546),  granting Participating  Insurance Companies and their
separate accounts  exemptions from the provisions of Sections 9(a), 13(a), 15(a)
and  15(b)  of the  1940  Act,  and  Rules  6e-2  (b) (15) and 6e-3 (T) (b) (15)
thereunder,  to the extent necessary to permit shares of the Trust to be sold to
and held by variable  annuity and variable life insurance  separate  accounts of
both affiliated and unaffiliated life insurance  companies and certain qualified
pension and retirement plans (the "Shared Funding Exemptive Order");

     WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless an exemption from registration  under
the 1940 Act is available and the Trust has been so advised;  and has registered
or will register certain variable annuity  contracts and variable life insurance
policies,  listed on Schedule C attached hereto,  under which the portfolios are
to be made available as investment vehicles (the "Contracts") under the 1933 Act
unless  such  interests  under the  Contracts  in the  Accounts  are exempt from
registration under the 1933 Act and the Trust has been so advised;

     WHEREAS,  each Account is a duly  organized,  validly  existing  segregated
asset  account,  established  by  resolution  of the Board of  Directors  of the
Company,  on the date shown for such account on Schedule A hereto,  to set aside
and invest assets attributable to one or more Contracts; and

     WHEREAS,  the  Underwriter  is  registered  as a  broker  dealer  with  the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended  (the "1934  Act"),  and is a member in good  standing  of the  National
Association of Securities Dealers, Inc. ("NASD"); and

     WHEREAS,  each investment adviser listed on Schedule B (each, an "Adviser")
is duly registered as an investment adviser under the Investment Advisers Act of
1940, as amended ("Advisers Act") and any applicable state securities laws;

     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and
regulations,  the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid  Contracts and the  Underwriter
is authorized to sell such shares to unit investment trusts such as each Account
at net asset value;

     NOW THEREFORE, in consideration of their mutual promises, the parties agree
as follows:


                                   ARTICLE I.
                Purchase and Redemption of Trust Portfolio Shares

     1.1. For purposes of this Article I, the Company shall be the Trust's agent
for receipt of purchase  orders and  requests  for  redemption  relating to each
Portfolio  from each Account,  provided  that the Company  notifies the Trust of
such purchase  orders and requests for  redemption by 9:00 a.m.  Eastern time on
the next following Business Day, as defined in Section 1.3.

     1.2.  The Trust  agrees to make shares of the  Portfolios  available to the
Accounts  for  purchase  at the net asset  value per share next  computed  after
receipt of a  purchase  order by the Trust (or its  agent),  as  established  in
accordance  with the  provisions  of the then  current  prospectus  of the Trust
describing  Portfolio  purchase  procedures  on those  days on which  the  Trust
calculates its net asset value pursuant to rules of the SEC, and the Trust shall
use its best efforts to calculate  such net asset value on each day on which the
New York Stock Exchange ("NYSE") is open for trading.  The Company will transmit
orders  from  time to time  to the  Trust  for the  purchase  of  shares  of the
Portfolios. The Trustees of the Trust (the "Trustees") may refuse to sell shares
of any  Portfolio to any person,  or suspend or terminate the offering of shares
of any Portfolio if such action is required by law or by regulatory  authorities
having jurisdiction or if, in the sole discretion of the Trustees acting in good
faith and in light of their  fiduciary  duties under federal and any  applicable
state laws,  such action is deemed in the best interests of the  shareholders of
such Portfolio.

     1.3 The  Company  shall  submit  payment  for the  purchase  of shares of a
Portfolio  on behalf of an Account no later  than the close of  business  on the
next Business Day after the Trust receives the purchase order.  Payment shall be
made  in  federal  funds  transmitted  by wire to the  Trust  or its  designated
custodian.  Upon receipt by the Trust of the federal funds so wired,  such funds
shall  cease to be the  responsibility  of the  Company  and  shall  become  the
responsibility of the Trust for this purpose.  "Business Day" shall mean any day
on which the NYSE is open for trading and on which the Trust  calculates its net
asset value pursuant to the rules of the SEC.

     1.4 The Trust  will  redeem for cash any full or  fractional  shares of any
Portfolio,  when  requested  by the Company on behalf of an Account,  at the net
asset  value  next  computed  after  receipt  by the Trust (or its agent) of the
request for redemption,  as established in accordance with the provisions of the
then current prospectus of the Trust describing Portfolio redemption procedures.
The Trust shall make payment for such shares in the manner established from time
to time by the Trust.  Redemption  with respect to a Portfolio  will normally be
paid to the Company for an Account in federal funds  transmitted  by wire to the
Company  before the close of business on the next Business Day after the receipt
of the request for redemption.  Such payment may be delayed if, for example, the
Portfolio's  cash  position so requires or if  extraordinary  market  conditions
exist,  but in no event shall  payment be delayed  for a greater  period than is
permitted by the 1940 Act.

     1.5 Payments for the  purchase of shares of the Trust's  Portfolios  by the
Company  under  Section 1.3 and  payments  for the  redemption  of shares of the
Trust's  Portfolios  under Section 1.4 may be netted  against one another on any
Business Day for the purpose of  determining  the amount of any wire transfer on
that Business Day.

     1.6 Issuance and transfer of the Trust's  Portfolio  shares will be by book
entry only. Stock certificates will not be issued to the Company or the Account.
Portfolio  Shares  purchased from the Trust will be recorded in the  appropriate
title for each Account or the appropriate subaccount of each Account.

     1.7 The Trust shall furnish,  on or before the ex-dividend  date, notice to
the Company of any income dividends or capital gain distributions payable on the
shares of any Portfolio of the Trust.  The Company  hereby elects to receive all
such  income  dividends  and  capital  gain  distributions  as are  payable on a
Portfolio's shares in additional shares of the Portfolio. The Trust shall notify
the Company of the number of shares so issued as payment of such  dividends  and
distributions.

     1.8 The Trust shall calculate the net asset value of each Portfolio on each
Business  Day,  as defined in Section  1.3.  The Trust  shall make the net asset
value per share for each  Portfolio  available to the Company or its  designated
agent on a daily basis as soon as reasonably practical after the net asset value
per  share is  calculated  (normally  by 6:30 p.m.  Eastern  time) and shall use
reasonable efforts to make such net asset value per share available by 7:00 p.m.
Eastern time each Business Day.

     1.9 The  Trust  agrees  that  its  Portfolio  shares  will be sold  only to
Participating  Insurance  Companies and their  separate  accounts and to certain
qualified  pension and retirement plans as provided for under Section  817(h)(4)
of the  Internal  Revenue Code of 1986,  as amended,  (the  "Code"),  and to the
extent  permitted  by the  Shared  Funding  Exemptive  Order.  No  shares of any
Portfolio will be sold directly to the general  public.  The Company agrees that
it will use Trust shares only for the purposes of funding the Contracts  through
the Accounts listed in Schedule A, as amended from time to time.

     1.10 The Company agrees that all net amounts  available under the Contracts
shall be invested in the Trust, in such other Funds advised by an Adviser or its
affiliates as may be mutually agreed to in writing by the parties hereto,  or in
the Company's  general account,  provided that such amounts may also be invested
in an  investment  company  other than the Trust if:  (a) such other  investment
company,  or series  thereof,  has  investment  objectives  or policies that are
substantially  different  from the  investment  objectives  and  policies of the
Portfolios;  or (b) the  Company  gives the Trust  and the  Underwriter  45 days
written notice of its intention to make such other investment  company available
as a funding vehicle for the Contracts;  or (c) such other investment company is
available as a funding  vehicle for the Contracts at the date of this  Agreement
and the Company so informs the Trust and the Underwriter  prior to their signing
this Agreement (a list of such investment  companies  appearing on Schedule D to
this  Agreement);  or (d) the Trust or  Underwriter  consents to the use of such
other investment company.

     1.11 The Trust agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding pass-through voting and conflicts
of interest  corresponding  to those contained in Section 2.10 and Article IV of
this Agreement.

     1.12  Each  party  to  this  Agreement  shall  have  the  right  to rely on
information or confirmations provided by any other party (or by any affiliate of
any other  party),  and shall not be liable in the event  that an error  results
from any incorrect information or confirmations  supplied by any other party. If
an error is made in reliance upon incorrect  information or  confirmations,  any
amount  required to make a Contract  owner's account whole shall be borne by the
party who provided the incorrect information or confirmation.

                                   ARTICLE II.
                  Obligations of the Parties; Fees and Expenses

     2.1 The Trust shall prepare and be responsible  for filing with the SEC and
any state  regulators  requiring such filing all shareholder  reports,  notices,
proxy materials (or similar  materials such as voting  instruction  solicitation
materials),  prospectuses and statements of additional information of the Trust.
The Trust shall bear the costs of registration  and  qualification of its shares
of the  Portfolios,  preparation  and  filing  of the  documents  listed in this
Section  2.1 and all taxes to which an issuer is  subject  on the  issuance  and
transfer of its shares.

     2.2 The Trust or its designee  shall  provide the Company,  free of charge,
with as many copies of the current prospectus (or  prospectuses),  statements of
additional information,  annual and semi-annual reports and proxy statements for
the  shares  of the  portfolios  as  the  Company  may  reasonably  request  for
distribution  to existing  Contract  owners whose  Contracts  are funded by such
shares, for non-marketing  purposes. The Trust or its designee shall provide the
Company, at the Company's expense, with as many copies of the current prospectus
(or  prospectuses)  for the shares as the  Company  may  reasonably  request for
distribution  to prospective  purchasers of the  Contracts.  If requested by the
Company,  the Trust or its designee  shall  provide such  documents in a "camera
ready," digital or other form, and other  assistance as is reasonably  necessary
in order for the parties hereto once a year (or more frequently if necessary) to
have the prospectus for the Contracts and the prospectus (or  prospectuses)  for
the Trust shares printed together in one document. The expenses of printing such
a combined document for existing Contract owners for non-marketing purposes will
be apportioned  between the Company and the Trust in proportion to the number of
pages of the Contract, the Trust prospectus,  and the prospectus of other funds,
although such expenses shall not exceed the regular costs for printing the Trust
prospectus.  The Trust  shall  bear the cost of  printing  the Trust  prospectus
portion of such document for distribution only to owners of existing  Contracts,
for  non-marketing  purposes,  funded by the Trust shares and the Company  shall
bear the  expense of  printing  the  portion of such  documents  relating to the
Separate Account.  The Company shall bear all printing expenses of such combined
documents where used for distribution to prospective  purchasers or to owners of
existing Contracts not funded by the shares.

     2.3 The Company shall bear the costs of  distributing  proxy  materials (or
similar materials such as voting  solicitation  instructions),  prospectuses and
statements of additional  information to Contract  owners.  The Company  assumes
sole  responsibility  for ensuring that such materials are delivered to Contract
owners in accordance with applicable federal and state securities laws.

     2.4 If and to the extent  required by law, the Company  shall:  (i) solicit
voting  instructions  from  Contract  owners;  (ii)  vote the  Trust  shares  in
accordance with the instructions  received from Contract owners;  and (iii) vote
Trust shares for which no instructions have been received in the same proportion
as Trust shares of such Portfolio for which instructions have been received;  so
long as and to the extent that the SEC  continues to  interpret  the 1940 Act to
require pass-through voting privileges for variable contract owners. The Company
reserves the right to vote Trust shares held in any segregated  asset account in
its own right, to the extent permitted by law.

     2.5  Except as  provided  in section  2.7,  the  Company  shall not use any
designation  comprised  in whole or part of the  names  or marks  "Franklin"  or
"Templeton" or any other Trademark relating to the Trust or Underwriter  without
prior written  consent,  and upon  termination of this Agreement for any reason,
the Company  shall cease all use of any such name or mark as soon as  reasonably
practicable.

     2.6 Except as provided in section 2.7, the Trust or the  Underwriter  shall
not use any designation comprised in whole or in part of the name or mark "COVA"
or any other Trademark  relating to the Company  without prior written  consent,
and  upon  termination  of this  Agreement  for any  reason,  the  Trust  or the
Underwriter  shall  cease  all  use of such  name or mark as soon as  reasonably
practicable.

     2.7 The Company shall furnish, or cause to be furnished to the Trust or its
designee, at least one complete copy of each registration statement, prospectus,
statement of additional  information,  retirement plan disclosure information or
other disclosure documents or similar information,  as applicable  (collectively
"disclosure  documents"),  as  well  as  any  report,  solicitation  for  voting
instructions,   sales  literature  and  other  promotional  materials,  and  all
amendments  to any of the above that  relate to the  Contracts  or the  Accounts
prior to its  first  use.  The  Company  shall  furnish,  or  shall  cause to be
furnished,  to the Trust or its designee each piece of sales literature or other
promotional  material  in which the Trust or an  Adviser  is named,  at least 15
Business Days prior to its use. No such  material  shall be used if the Trust or
its  designee  reasonably  objects to such use within five  Business  Days after
receipt of such material.  For purposes of this paragraph,  "sales literature or
other  promotional  material"  includes,  but is not limited to, portions of the
following that use any Trademark related to the Trust or Underwriter or refer to
the Trust or affiliates of the Trust: advertisements (such as material published
or  designed  for use in a  newspaper,  magazine  or  other  periodical,  radio,
television, telephone or tape recording, videotape display, signs or billboards,
motion  pictures or  electronic  communication  or other  public  media),  sales
literature  (i.e.,  any  written  communication  distributed  or made  generally
available to customers or the public, including brochures,  circulars,  research
reports,  market letters,  form letters,  seminar texts, reprints or excerpts or
any other  advertisement,  sales  literature or published  article or electronic
communication),  educational  or  training  materials  or  other  communications
distributed or made generally available to some or all agents or employees,  and
disclosure documents, shareholder reports and proxy materials.

     The Trust  shall  furnish or cause to be  furnished,  to the Company or its
designee  each  piece of sales  literature  or other  promotional  material  (as
defined above) in which the Company is named, at least 15 Business Days prior to
its  use.  No  such  material  shall  be  used if the  Company  or its  designee
reasonably  objects to such use within five  Business Days after receipt of such
material.

     2.8 The Company and its agents shall not give any  information  or make any
representations  or statements  on behalf of the Trust or concerning  the Trust,
the Underwriter or an Adviser in connection with the sale of the Contracts other
than information or representations contained in and accurately derived from the
registration  statement or prospectus for the Trust shares (as such registration
statement  and  prospectus  may be amended or  supplemented  from time to time),
annual and semi-annual reports of the Trust,  Trust-sponsored  proxy statements,
or in sales literature or other  promotional  material  approved by the Trust or
its designee,  except as required by legal process or regulatory  authorities or
with the written permission of the Trust or its designee.

     2.9 The Trust  shall use its best  efforts to  provide  the  Company,  on a
timely basis,  with such  information  about the Trust,  the Portfolios and each
Adviser,  in such form as the Company  may  reasonably  require,  as the Company
shall  reasonably  request in  connection  with the  preparation  of  disclosure
documents and annual and semi-annual reports pertaining to the Contracts.

     2.10 The Trust shall not give any  information or make any  representations
or statements on behalf of the Company or concerning  the Company,  the Accounts
or the Contracts  other than  information  or  representations  contained in and
accurately  derived  from  disclosure  documents  for  the  Contracts  (as  such
disclosure  documents may be amended or  supplemented  from time to time), or in
materials approved by the Company for distribution including sales literature or
other promotional  materials,  except as required by legal process or regulatory
authorities or with the written permission of the Company.

     2.11 So long as, and to the extent that, the SEC interprets the 1940 Act to
require  pass-through  voting  privileges for Contract owners,  the Company will
provide  pass-through voting privileges to Contract owners whose Contract values
are  invested,  through  the  registered  Accounts,  in  shares  of one or  more
Portfolios  of the Trust.  The Trust shall require all  Participating  Insurance
Companies  to  calculate  voting  privileges  in the same manner and the Company
shall be responsible for assuring that the Accounts  calculate voting privileges
in the manner established by the Trust. With respect to each registered Account,
the Company will vote shares of each Portfolio of the Trust held by a registered
Account and for which no timely voting  instructions  from  Contract  owners are
received in the same proportion as those shares held by that registered  Account
for which voting  instructions are received.  The Company and its agents will in
no way  recommend or oppose or interfere  with the  solicitation  of proxies for
Portfolio shares held to fund the Contracts without the prior written consent of
the Trust, which consent may be withheld in the Trust's sole discretion.

     2.12 The Trust and  Underwriter  shall pay no fee or other  compensation to
the Company under this Agreement  except as provided on Schedule E, if attached.
Nevertheless,  the Trust or the  Underwriter  or an affiliate  may make payments
(other than  pursuant to a Rule 12b-1 Plan) to the Company or its  affiliates or
to the Contracts' underwriter in amounts agreed to by the Underwriter in writing
and such payments may be made out of fees otherwise  payable to the  Underwriter
or its  affiliates,  profits  of the  Underwriter  or its  affiliates,  or other
resources available to the Underwriter or its affiliates.


                                  ARTICLE III.
                         Representations and Warranties

     3.1 The Company  represents  and warrants  that it is an insurance  company
duly  organized and in good standing under the laws of the State of Missouri and
that it has legally and validly  established  each Account as a segregated asset
account under such law as of the date set forth in Schedule A.

     3.2 The Company represents and warrants that, with respect to each Account,
(1)  the  Company  has  registered  or,  prior  to any  issuance  or sale of the
Contracts,  will register the Account as a unit  investment  trust in accordance
with the  provisions of the 1940 Act to serve as a segregated  asset account for
the  Contracts,  or  (2)  if the  Account  is  exempt  from  registration  as an
investment  company  under  Section  3(c) of the 1940 Act, the Company will make
every  effort to  maintain  such  exemption  and will  notify  the Trust and the
Adviser  immediately  upon having a  reasonable  basis for  believing  that such
exemption no longer applies or might not apply in the future.

     3.3  The  Company  represents  and  warrants  that,  with  respect  to each
Contract,  (1) the Contract will be registered under the 1933 Act, or (2) if the
Contract is exempt from  registration  under Section  3(a)(2) of the 1933 Act or
under Section 4(2) and Regulation D of the 1933 Act, the Company will make every
effort to  maintain  such  exemption  and will  notify the Trust and the Adviser
immediately  upon having a reasonable basis for believing that such exemption no
longer applies or might not apply in the future.  The Company further represents
and  warrants  that  the  Contracts  will be sold by  broker-dealers,  or  their
registered  representatives,  who are registered with the SEC under the 1934 Act
and who are members in good standing of the NASD;  the Contracts  will be issued
and sold in compliance in all material respects with all applicable  federal and
state laws; and the sale of the Contracts shall comply in all material  respects
with state insurance suitability requirements.

     3.4 The Trust represents and warrants that it is duly organized and validly
existing under the laws of the State of Massachusetts  and that it does and will
comply in all material  respects with the 1940 Act and the rules and regulations
thereunder.

     3.5 The Trust represents and warrants that the Portfolio shares offered and
sold pursuant to this  Agreement  will be registered  under the 1933 Act and the
Trust  shall be  registered  under  the 1940 Act prior to and at the time of any
issuance  or sale  of such  shares.  The  Trust  shall  amend  its  registration
statement  under the 1933 Act and the 1940 Act from time to time as  required in
order to effect the continuous  offering of its shares. The Trust shall register
and  qualify  its shares  for sale in  accordance  with the laws of the  various
states  only  if  and  to the  extent  deemed  advisable  by  the  Trust  or the
Underwriter.

     3.6  The  Trust  represents  and  warrants  that  the  investments  of each
Portfolio  will  comply  with  the  diversification  requirements  for  variable
annuity,  endowment or life  insurance  contracts set forth in Section 817(h) of
the Code, and the rules and regulations thereunder, including without limitation
Treasury Regulation 1.817-5, and will notify the Company immediately upon having
a reasonable basis for believing any Portfolio has ceased to comply or might not
so  comply  and will in that  event  immediately  take all  reasonable  steps to
adequately diversify the Portfolio to achieve compliance within the grace period
afforded by Regulation 1.817-5.

     3.7 The Trust  represents and warrants that it is currently  qualified as a
"regulated  investment  company"  under  Subchapter M of the Code,  that it will
maintain such qualification and will notify the Company  immediately upon having
a  reasonable  basis for  believing  it has ceased to so qualify or might not so
qualify in the future.

     3.8 The Trust  represents  and warrants  that should it ever desire to make
any payments to finance  distribution  expenses pursuant to Rule 12b-1 under the
1940 Act, the Trustees, including a majority who are not "interested persons" of
the Trust under the 1940 Act (  "disinterested  Trustees" ), will  formulate and
approve any plan under Rule 12b-1 to finance distribution expenses.

     3.9 The Trust  represents  and warrants that it, its  directors,  officers,
employees  and  others  dealing  with the  money or  securities,  or both,  of a
Portfolio  shall at all times be covered by a blanket  fidelity  bond or similar
coverage  for the  benefit of the Trust in an amount  not less that the  minimum
coverage  required by Rule 17g-1 or other  regulations  under the 1940 Act. Such
bond shall  include  coverage  for larceny and  embezzlement  and be issued by a
reputable bonding company.

     3.10  The  Company  represents  and  warrants  that  all of its  directors,
officers,  employees,  investment  advisers,  and other  individuals or entities
dealing  with the money and/or  securities  of the Trust are and shall be at all
times covered by a blanket  fidelity bond or similar coverage for the benefit of
the  Trust,  in an amount not less than $5  million.  The  aforesaid  bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.  The Company agrees to make all reasonable  efforts to see that
this bond or another bond containing these  provisions is always in effect,  and
agrees to notify the Trust and the  Underwriter  in the event that such coverage
no longer applies.

     3.11 The  Underwriter  represents  that each Adviser is duly  organized and
validly  existing under  applicable  corporate law and that it is registered and
will  during  the term of this  Agreement  remain  registered  as an  investment
adviser under the Advisers Act.

     3.12 The Underwriter represents that it is a member in good standing of the
NASD  and is  registered  as a  broker-dealer  with  the  SEC.  The  Underwriter
represents  that it will sell and distribute  the shares in accordance  with all
applicable state and federal  securities laws,  including without limitation the
1933 Act, the 1934 Act and the 1940 Act.

     3.13 The Trust  currently  intends for one or more Classes to make payments
to finance its distribution expenses, including service fees, pursuant to a Plan
adopted  under Rule 12b-1  under the 1940 Act ("Rule  12b-1"),  although  it may
determine to  discontinue  such  practice in the future.  To the extent that any
Class of the Trust finances its distribution expenses pursuant to a Plan adopted
under Rule 12b-1,  the Trust  undertakes to comply with any then current SEC and
SEC staff interpretations concerning Rule 12b-1 or any successor provisions.


                                   ARTICLE IV.
                               Potential Conflicts

     4.1 The parties acknowledge that a Portfolio's shares may be made available
for investment to other Participating  Insurance  Companies.  In such event, the
Trustees will monitor the Trust for the existence of any material irreconcilable
conflict  between the  interests  of the  contract  owners of all  Participating
Insurance Companies. An irreconcilable material conflict may arise for a variety
of  reasons,  including:  (a)  an  action  by  any  state  insurance  regulatory
authority;  (b) a change in  applicable  federal  or state  insurance,  tax,  or
securities  laws or  regulations,  or a public  ruling,  private  letter ruling,
no-action or interpretative letter, or any similar action by insurance,  tax, or
securities regulatory authorities; (c) an administrative or judicial decision in
any  relevant  proceeding;  (d) the  manner  in  which  the  investments  of any
Portfolio are being managed;  (e) a difference in voting  instructions  given by
variable annuity contract and variable life insurance  contract owners; or (f) a
decision by an insurer to disregard the voting  instructions of contract owners.
The Trust shall promptly inform the Company of any determination by the Trustees
that an irreconcilable material conflict exists and of the implications thereof.

     4.2 The  Company  agrees to  promptly  report  any  potential  or  existing
conflicts  of which it is aware to the  Trustees.  The  Company  will assist the
Trustees  in  carrying  out  their  responsibilities  under the  Shared  Funding
Exemptive  Order by  providing  the  Trustees  with all  information  reasonably
necessary  for the Trustees to consider  any issues  raised  including,  but not
limited to,  information  as to a decision by the Company to disregard  Contract
owner voting  instructions.  All communications from the Company to the Trustees
may be made in care of the Trust.

     4.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested  Trustees,  that a material  irreconcilable  conflict  exists that
affects the interests of Contract owners, the Company shall, in cooperation with
other Participating Insurance Companies whose contract owners are also affected,
at its own expense and to the extent  reasonably  practicable  (as determined by
the  Trustees)  take  whatever  steps are  necessary to remedy or eliminate  the
irreconcilable material conflict, which steps could include: (a) withdrawing the
assets  allocable to some or all of the Accounts from the Trust or any Portfolio
and reinvesting such assets in a different investment medium, including (but not
limited  to) another  Portfolio  of the Trust,  or  submitting  the  question of
whether or not such  withdrawal  should be implemented to a vote of all affected
Contract owners and, as appropriate, withdrawal of the assets of any appropriate
group (i.e. , annuity contract owners, life insurance policy owners, or variable
contract owners of one or more Participating  Insurance Companies) that votes in
favor of such withdrawal, or offering to the affected Contract owners the option
of making  such a  change;  and (b)  establishing  a new  registered  management
investment company or managed separate account.

     4.4 If a material  irreconcilable  conflict arises because of a decision by
the Company to disregard  Contract owner voting  instructions  and that decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required,  at the Trust's  election,  to withdraw the affected  Account's
investment  in the Trust and  terminate  this  Agreement  with  respect  to such
Account;  provided,  however,  that such  withdrawal  and  termination  shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested  Trustees.  Any such withdrawal
and  termination  must take place  within six (6) months  after the Trust  gives
written notice that this provision is being  implemented.  Until the end of such
six (6) month period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust.

     4.5 If a material irreconcilable conflict arises because a particular state
insurance  regulator's  decision  applicable  to the  Company  conflicts  with a
majority of other state regulators,  then the Company will withdraw the affected
Account's  investment in the Trust and terminate  this Agreement with respect to
such  Account  within six (6) months  after the  Trustees  inform the Company in
writing that it has determined that such decision has created an  irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the  extent  required  by the  foregoing  material  irreconcilable
conflict as determined by a majority of the  disinterested  Trustees.  Until the
end of such six (6)  month  period,  the Trust  shall  continue  to  accept  and
implement orders by the Company for the purchase and redemption of shares of the
Trust.

     4.6 For purposes of Sections 4.3 through 4.6 of this Agreement,  a majority
of the  disinterested  Trustees  shall  determine  whether any  proposed  action
adequately remedies any irreconcilable  material conflict,  but in no event will
the Trust be required to establish a new funding  medium for the  Contracts.  In
the  event  that the  Trustees  determine  that  any  proposed  action  does not
adequately remedy any irreconcilable  material  conflict,  then the Company will
withdraw the  Account's  investment in the Trust and  terminate  this  Agreement
within six (6) months  after the  Trustees  inform the Company in writing of the
foregoing determination; provided, however, that such withdrawal and termination
shall be limited  to the extent  required  by any such  material  irreconcilable
conflict as determined by a majority of the disinterested Trustees.

     4.7 The  Company  shall at  least  annually  submit  to the  Trustees  such
reports,  materials or data as the Trustees may  reasonably  request so that the
Trustees may fully carry out the duties  imposed upon them by the Shared Funding
Exemptive  Order,  and said reports,  materials and data shall be submitted more
frequently if reasonably deemed appropriate by the Trustees.

     4.8 If and to the extent that Rule 6e-2 and Rule  6e-3(T) are  amended,  or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated  thereunder with respect to mixed or shared funding
(as  defined  in the Shared  Funding  Exemptive  Order) on terms and  conditions
materially different from those contained in the Shared Funding Exemptive Order,
then the Trust and/or the  Participating  Insurance  Companies,  as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.


                                   ARTICLE V.
                                 Indemnification

     5.1 Indemnification By the Company

     (a)  The Company  agrees to indemnify  and hold harmless the Trust and each
          of its Trustees,  officers,  employees and agents and each person,  if
          any,  who  controls  the Trust within the meaning of Section 15 of the
          1933 Act (collectively, the "Indemnified Parties" and individually the
          "Indemnified  Party" for  purposes of this  Article V) against any and
          all losses,  claims,  damages,  liabilities (including amounts paid in
          settlement  with the written  consent of the  Company,  which  consent
          shall  not  be  unreasonably  withheld)  or  expenses  (including  the
          reasonable  costs of  investigating  or  defending  any alleged  loss,
          claim, damage,  liability or expense and reasonable legal counsel fees
          incurred in connection therewith)  (collectively,  "Losses"), to which
          the  Indemnified  Parties  may  become  subject  under any  statute or
          regulation, or at common law or otherwise,  insofar as such Losses are
          related to the sale or  acquisition  of Trust Shares or the  Contracts
          and

          (i)  arise out of or are based upon any untrue  statements  or alleged
               untrue  statements of any material fact contained in a disclosure
               document for the Contracts or in the  Contracts  themselves or in
               sales  literature  generated or approved by the Company on behalf
               of the  Contracts or Accounts (or any  amendment or supplement to
               any of the foregoing) (collectively,  "Company Documents" for the
               purposes  of this  Article  V), or arise out of or are based upon
               the omission or the alleged  omission to state therein a material
               fact  required  to be stated  therein  or  necessary  to make the
               statements  therein not misleading,  provided that this indemnity
               shall not apply as to any Indemnified  Party if such statement or
               omission  or such  alleged  statement  or  omission  was  made in
               reliance upon and was accurately derived from written information
               furnished  to the Company by or on behalf of the Trust for use in
               Company  Documents or otherwise  for use in  connection  with the
               sale of the Contracts or Trust shares; or

          (ii) arise out of or result from statements or representations  (other
               than  statements or  representations  contained in and accurately
               derived from Trust Documents as defined in Section 5.2 (a)(i)) or
               wrongful  conduct of the  Company or persons  under its  control,
               with respect to the sale or acquisition of the Contracts or Trust
               shares; or

          (iii)arise out of or  result  from any  untrue  statement  or  alleged
               untrue  statement of a material fact contained in Trust Documents
               as  defined  in  Section  5.2(a)(i)  or the  omission  or alleged
               omission to state  therein a material  fact required to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading  if such  statement  or omission  was made in reliance
               upon and accurately derived from written information furnished to
               the Trust by or on behalf of the Company; or

          (iv) arise out of or result from any failure by the Company to provide
               the services or furnish the materials required under the terms of
               this Agreement; or

          (v)  arise  out  of  or  result  from  any  material   breach  of  any
               representation  and/or  warranty  made  by the  Company  in  this
               Agreement  or arise  out of or  result  from any  other  material
               breach of this Agreement by the Company.

     (b)  The Company shall not be liable under this  indemnification  provision
          with  respect  to any  Losses  to which  an  Indemnified  Party  would
          otherwise  be subject by reason of such  Indemnified  Party's  willful
          misfeasance, bad faith, or gross negligence in the performance of such
          Indemnified  Party's duties or by reason of such  Indemnified  Party's
          reckless  disregard of obligations  and duties under this Agreement or
          to the Trust or  Underwriter,  whichever  is  applicable.  The Company
          shall also not be liable  under this  indemnification  provision  with
          respect to any claim made  against an  Indemnified  Party  unless such
          Indemnified  Party shall have notified the Company in writing within a
          reasonable  time after the summons or other first legal process giving
          information  of the nature of the claim  shall have been  served  upon
          such  Indemnified  Party (or after such  Indemnified  Party shall have
          received notice of such service on any designated  agent), but failure
          to notify the  Company of any such claim shall not relieve the Company
          from any liability which it may have to the Indemnified  Party against
          whom  such  action  is  brought  otherwise  than  on  account  of this
          indemnification  provision. In case any such action is brought against
          the Indemnified Parties, the Company shall be entitled to participate,
          at its own expense,  in the defense of such  action.  The Company also
          shall  be  entitled  to  assume  the  defense  thereof,  with  counsel
          satisfactory  to the party named in the action.  After notice from the
          Company to such party of the Company's  election to assume the defense
          thereof, the Indemnified Party shall bear the fees and expenses of any
          additional  counsel retained by it, and the Company will not be liable
          to such party  under this  Agreement  for any legal or other  expenses
          subsequently  incurred by such party  independently in connection with
          the defense thereof other than reasonable costs of investigation.


     (c)  The  Indemnified  Parties  will  promptly  notify  the  Company of the
          commencement  of  any  litigation  or  proceedings   against  them  in
          connection  with  the  issuance  or sale of the  Trust  shares  or the
          Contracts or the operation of the Trust.

     5.2  Indemnification By The Underwriter

     (a)  The Underwriter agrees to indemnify and hold harmless the Company, the
          underwriter  of the  Contracts  and each of its directors and officers
          and each person,  if any, who controls the Company  within the meaning
          of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
          and  individually an "Indemnified  Party" for purposes of this Section
          5.2)  against  any  and  all  losses,  claims,  damages,   liabilities
          (including  amounts paid in settlement with the written consent of the
          Underwriter,  which  consent  shall not be  unreasonably  withheld) or
          expenses (including the reasonable costs of investigating or defending
          any alleged loss, claim,  damage,  liability or expense and reasonable
          legal counsel fees incurred in  connection  therewith)  (collectively,
          "Losses") to which the  Indemnified  Parties may become  subject under
          any statute,  at common law or  otherwise,  insofar as such Losses are
          related  to the  sale or  acquisition  of the  Trust's  Shares  or the
          Contracts and:

          (i)  arise out of or are based upon any untrue  statements  or alleged
               untrue   statements  of  any  material  fact   contained  in  the
               Registration  Statement,  prospectus  or sales  literature of the
               Trust (or any amendment or  supplement  to any of the  foregoing)
               (collectively,  the  "Trust  Documents")  or arise  out of or are
               based upon the omission or the alleged  omission to state therein
               a material  fact  required to be stated  therein or  necessary to
               make the statements  therein not  misleading,  provided that this
               agreement  to  indemnify  shall not  apply as to any  Indemnified
               Party if such statement or omission of such alleged  statement or
               omission  was  made  in  reliance  upon  and in  conformity  with
               information furnished to the Underwriter or Trust by or on behalf
               of  the  Company  for  use  in  the  Registration   Statement  or
               prospectus for the Trust or in sales literature (or any amendment
               or supplement)  or otherwise for use in connection  with the sale
               of the Contracts or Trust shares; or

          (ii) arise  out of or as a result  of  statements  or  representations
               (other  than  statements  or  representations  contained  in  the
               disclosure  documents or sales  literature  for the Contracts not
               supplied  by the  Underwriter  or persons  under its  control) or
               wrongful conduct of the Trust,  Adviser or Underwriter or persons
               under their control,  with respect to the sale or distribution of
               the Contracts or Trust shares; or

          (iii)arise out of any untrue  statement or alleged untrue statement of
               a material  fact  contained  in a  disclosure  document  or sales
               literature  covering the Contracts,  or any amendment  thereof or
               supplement  thereto, or the omission or alleged omission to state
               therein  a  material  fact  required  to  be  stated  therein  or
               necessary  to  make  the  statement  or  statements  therein  not
               misleading,  if such  statement  or omission was made in reliance
               upon information  furnished to the Company by or on behalf of the
               Trust; or

          (iv) arise as a result  of any  failure  by the Trust to  provide  the
               services  and  furnish  the  materials  under  the  terms of this
               Agreement (including a failure,  whether unintentional or in good
               faith  or   otherwise,   to   comply   with   the   qualification
               representation specified in Section 3.7 of this Agreement and the
               diversification  requirements  specified  in Section  3.6 of this
               Agreement); or

          (v)  arise  out  of  or  result  from  any  material   breach  of  any
               representation  and/or  warranty made by the  Underwriter in this
               Agreement  or arise  out of or  result  from any  other  material
               breach of this Agreement by the Underwriter; as limited by and in
               accordance  with the  provisions  of  Sections  5.2(b) and 5.2(c)
               hereof.

     (b)  The  Underwriter  shall  not  be  liable  under  this  indemnification
          provision  with  respect to any Losses to which an  Indemnified  Party
          would  otherwise  be  subject  by reason of such  Indemnified  Party's
          willful misfeasance, bad faith, or gross negligence in the performance
          of such  Indemnified  Party's duties or by reason of such  Indemnified
          Party's  reckless  disregard  of  obligations  and  duties  under this
          Agreement or to each Company or the Account, whichever is applicable.

     (c)  The  Underwriter  shall  not  be  liable  under  this  indemnification
          provision with respect to any claim made against an Indemnified  Party
          unless such  Indemnified  Party shall have notified the Underwriter in
          writing  within a  reasonable  time after the  summons or other  first
          legal process giving information of the nature of the claim shall have
          been served  upon such  Indemnified  Party (or after such  Indemnified
          Party shall have  received  notice of such  service on any  designated
          agent),  but failure to notify the Underwriter of any such claim shall
          not relieve the  Underwriter  from any liability  which it may have to
          the  Indemnified  Party against whom such action is brought  otherwise
          than on account of this  indemnification  provision.  In case any such
          action is brought  against the  Indemnified  Parties,  the Underwriter
          will be entitled to  participate,  at its own expense,  in the defense
          thereof.  The Underwriter also shall be entitled to assume the defense
          thereof,  with counsel  satisfactory to the party named in the action.
          After notice from the  Underwriter to such party of the  Underwriter's
          election to assume the defense  thereof,  the Indemnified  Party shall
          bear the expenses of any  additional  counsel  retained by it, and the
          Underwriter  will not be liable to such party under this Agreement for
          any  legal or  other  expenses  subsequently  incurred  by such  party
          independently  in  connection  with the  defense  thereof  other  than
          reasonable costs of investigation.

     (d)  The  Company  agrees   promptly  to  notify  the  Underwriter  of  the
          commencement of any litigation or proceedings against it or any of its
          officers or directors in  connection  with the issuance or sale of the
          Contracts or the operation of each Account.

     5.3 Indemnification By The Trust

     (a)  The Trust agrees to indemnify and hold harmless the Company,  and each
          of its  directors  and officers and each person,  if any, who controls
          the  Company  within  the  meaning  of  Section  15 of  the  1933  Act
          (collectively,  the "Indemnified Parties" for purposes of this Section
          5.3)  against  any  and  all  losses,  claims,  damages,   liabilities
          (including  amounts paid in settlement with the written consent of the
          Trust, which consent shall not be unreasonably withheld) or litigation
          (including legal and other expenses) to which the Indemnified  Parties
          may become  subject  under any  statute,  at common law or  otherwise,
          insofar as such losses, claims,  damages,  liabilities or expenses (or
          actions in  respect  thereof)  or  settlements  result  from the gross
          negligence, bad faith or willful misconduct of the Board or any member
          thereof,  are related to the operations of the Trust, and arise out of
          or  result  from any  material  breach  of any  representation  and/or
          warranty made by the Trust in this Agreement or arise out of or result
          from any other  material  breach of this  Agreement  by the Trust;  as
          limited by and in accordance with the provisions of Section 5.3(b) and
          5.3(c) hereof. It is understood and expressly  stipulated that neither
          the holders of shares of the Trust nor any Trustee,  officer, agent or
          employee of the Trust shall be personally liable hereunder,  nor shall
          any resort to be had to other private property for the satisfaction of
          any claim or obligation hereunder, but the Trust only shall be liable.

     (b)  The Trust  shall not be liable  under this  indemnification  provision
          with respect to any losses, claims, damages, liabilities or litigation
          incurred or assessed  against any Indemnified  Party as such may arise
          from such Indemnified Party's willful misfeasance, bad faith, or gross
          negligence in the performance of such Indemnified Party's duties or by
          reason of such Indemnified  Party's reckless  disregard of obligations
          and duties  under this  Agreement or to the  Company,  the Trust,  the
          Underwriter or each Account, whichever is applicable.

     (c)  The Trust  shall not be liable  under this  indemnification  provision
          with  respect to any claim made  against an  Indemnified  Party unless
          such Indemnified Party shall have notified the Trust in writing within
          a  reasonable  time after the  summons or other  first  legal  process
          giving  information of the nature of the claims shall have been served
          upon such  Indemnified  Party (or after such  Indemnified  Party shall
          have received  notice of such service on any  designated  agent),  but
          failure to notify the Trust of any such claim  shall not  relieve  the
          Trust from any liability  which it may have to the  Indemnified  Party
          against whom such action is brought  otherwise than on account of this
          indemnification  provision. In case any such action is brought against
          the Indemnified Parties, the Trust will be entitled to participate, at
          its own  expense,  in the  defense  thereof.  The Trust  also shall be
          entitled to assume the defense thereof,  with counsel  satisfactory to
          the party  named in the  action.  After  notice from the Trust to such
          party of the  Trust's  election  to assume the  defense  thereof,  the
          Indemnified  Party shall bear the fees and expenses of any  additional
          counsel retained by it, and the Trust will not be liable to such party
          under  this  Agreement  for any legal or other  expenses  subsequently
          incurred by such party  independently  in connection  with the defense
          thereof other than reasonable costs of investigation.

     (d)  The Company and the Underwriter  agree promptly to notify the Trust of
          the commencement of any litigation or proceedings against it or any of
          its  respective   officers  or  directors  in  connection   with  this
          Agreement, the issuance or sale of the Contracts,  with respect to the
          operation of either the Account,  or the sale or  acquisition of share
          of the Trust.

                                   ARTICLE VI.
                                   Termination

     6.1 This  Agreement  may be terminated by any party in its entirety or with
respect to one, some or all Portfolios or any reason by ninety (90) days advance
written notice delivered to the other parties,  and shall terminate  immediately
in the event of its assignment, as that term is used in the 1940 Act.

     6.2 This Agreement may be terminated immediately by either the Trust or the
Underwriter following  consultation with the Trustees upon written notice to the
Company:

     (a)  if the  Company  notifies  the  Trust  or  the  Underwriter  that  the
          exemption  from  registration  under  Section  3(c) of the 1940 Act no
          longer applies,  or might not apply in the future, to the unregistered
          Accounts,  or that the exemption from registration  under Section 4(2)
          or  Regulation D promulgated  under the 1933 Act no longer  applies or
          might not apply in the future,  to  interests  under the  unregistered
          Contracts; or

     (b)  if either  one or both of the Trust or the  Underwriter  respectively,
          shall determine,  in their sole judgment exercised in good faith, that
          the  Company or the  Contracts'  underwriter  has  suffered a material
          adverse  change in its business,  operations,  financial  condition or
          prospects  since  the  date of this  Agreement  or is the  subject  of
          material adverse publicity; or

     (c)  if the Company gives the Trust and the  Underwriter the written notice
          specified  in Section 1.10 hereof and at the same time such notice was
          given there was no notice of termination  outstanding  under any other
          provision of this Agreement;  provided,  however, that any termination
          under this  Section  6.2(c) shall be  effective  forty-five  (45) days
          after the notice specified in Section 1.10 was given; or

     (d)  upon the Company's or the Contracts'  underwriter's material breach of
          any provision of this Agreement; but no termination shall be effective
          under this  section  6.2(d)  until the Trust has stated in writing the
          nature of the breach and the Company or the Contracts' underwriter has
          been afforded a reasonable opportunity to cure the breach; or

     (e)  upon the institution of formal proceedings  against the Company or the
          Contracts'  underwriter by the NASD, the SEC, or any state  securities
          or insurance  department or any other  regulatory  body  regarding the
          Company's or the Contracts'  underwriter's duties under this Agreement
          or related to the sale of its Contracts.

     6.3 This  Agreement  may be  terminated  immediately  by the  Company  upon
written notice to the Trust and the Underwriter:

     (a)  if the Company shall determine, in its sole judgment exercised in good
          faith,  that  either  the  Trust or the  Underwriter  has  suffered  a
          material  adverse  change  in  its  business,  operations,   financial
          conditions  or  prospects  since the date of this  Agreement or is the
          subject of material adverse publicity; or

     (b)  upon the Trust's or the Underwriter's material breach of any provision
          of this  Agreement;  but no termination  shall be effective under this
          section  6.3(b)  until the  Company  has  specified  the nature of the
          breach in writing  and Trust or the  Underwriter  has been  afforded a
          reasonable opportunity to cure the breach; or

     (c)  upon the  institution of formal  proceedings  against the Trust or the
          Underwriter by the NASD, the SEC, or any state securities or insurance
          department or any other  regulatory  body regarding the Trust's or the
          Underwriter's  duties  under this  Agreement or related to the sale of
          its shares.

     6.4 If this Agreement is terminated for any reason, except under Article IV
(Potential  Conflicts)  above,  the Trust  shall,  at the option of the Company,
continue to make available  additional shares of any Portfolio and redeem shares
of any Portfolio  pursuant to all of the terms and  conditions of this Agreement
for all  Contracts  in  effect  on the  effective  date of  termination  of this
Agreement.  If  this  Agreement  is  terminated  pursuant  to  Article  IV,  the
provisions of Article IV shall govern.

     6.5 The provisions of Articles II  (Representations  and  Warranties) and V
(Indemnification)  shall survive the  termination of this  Agreement.  All other
applicable  provisions of this Agreement  shall survive the  termination of this
Agreement,  as long as shares of the Trust are held on behalf of Contract owners
in accordance with Section 6.4, except that the Trust and the Underwriter  shall
have no further obligation to sell Trust shares with respect to Contracts issued
after termination.

     6.6 The Company shall not redeem Trust shares attributable to the Contracts
(as opposed to Trust shares  attributable  to the  Company's  assets held in the
Account)  except (i) as  necessary  to  implement  Contract  owner  initiated or
approved  transactions,  (ii)  as  required  by  state  and/or  federal  laws or
regulations  or  judicial  or  other  legal  precedent  of  general  application
(hereinafter  referred  to as a  "Legally  Required  Redemption"),  or  (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request,  the Company will promptly furnish to the Trust and the Underwriter the
opinion  of  counsel  for  the  Company   (which  counsel  shall  be  reasonably
satisfactory to the Trust and the Underwriter) to the effect that any redemption
pursuant to clause  (ii) above is a Legally  Required  Redemption.  Furthermore,
except in cases where  permitted  under the terms of the Contracts,  the Company
shall not prevent  Contract owners from allocating  payments to a Portfolio that
was otherwise  available  under the Contracts  without first giving the Trust or
the Underwriter 90 days notice of its intention to do so.


                                  ARTICLE VII.
                                    Notices.

     Any notice shall be sufficiently given when sent by registered or certified
mail to the other  party at the address of such party set forth below or at such
other  address  as such  party may from time to time  specify  in writing to the
other party.

                  If to the Trust or the Underwriter:

                        Templeton Variable Products Series Fund or
                        Franklin Templeton Distributors, Inc.
                        500 E. Broward Boulevard
                        Fort Lauderdale, FL  33394-3091
                        Attention: Barbara J. Green, Trust Secretary

                                 WITH A COPY TO

                        Franklin Resources, Inc.
                        777 Mariners Island Boulevard
                        San Mateo, CA   94404
                        Attention: Karen L. Skidmore, Senior Corporate Counsel

                  If to the Company:
                        COVA Financial Services Life Insurance Company
                        One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL  60181-4644
                        Attention:  Ms. Shari Ruecker, Vice President, 
                        Product Development Manager

                                  ARTICLE VIII.
                                  Miscellaneous

     8.1  The  captions  in this  Agreement  are  included  for  convenience  of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     8.2  This  Agreement  may  be  executed   simultaneously  in  two  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

     8.3 If any provision of this  Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

     8.4 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Florida.  It shall also be
subject  to the  provisions  of the  federal  securities  laws and the rules and
regulations  thereunder and to any orders of the SEC granting  exemptive  relief
therefrom and the conditions of such orders.  Copies of any such orders shall be
promptly forwarded by the Trust to the Company.

     8.5  The  parties  to  this  Agreement   acknowledge  and  agree  that  all
liabilities of the Trust arising, directly or indirectly,  under this Agreement,
of any and every nature whatsoever,  shall be satisfied solely out of the assets
of the  Trust  and that no  Trustee,  officer,  agent or  holder  of  shares  of
beneficial  interest  of the  Trust  shall  be  personally  liable  for any such
liabilities.

     8.6 Each party shall  cooperate  with each other party and all  appropriate
governmental  authorities  (including  without limitation the SEC, the NASD, and
state insurance regulators) and shall permit such authorities  reasonable access
to its books  and  records  in  connection  with any  investigation  or  inquiry
relating to this Agreement or the transactions contemplated hereby.

     8.7 Each party hereto shall treat as  confidential  the names and addresses
of the Contract owners and all information reasonably identified as confidential
in writing by any other party hereto, and, except as permitted by this Agreement
or as required by legal process or regulatory  authorities,  shall not disclose,
disseminate,  or  utilize  such  names  and  addresses  and  other  confidential
information until such time as they may come into the public domain, without the
express written consent of the affected party.  Without  limiting the foregoing,
no party hereto shall disclose any information  that such party has been advised
is proprietary,  except such information that such party is required to disclose
by any appropriate  governmental authority (including,  without limitation,  the
SEC, the NASD, and state securities and insurance regulators).

     8.8 The rights,  remedies and  obligations  contained in this Agreement are
cumulative and are in addition to any and all rights,  remedies and obligations,
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

     8.9 The parties to this Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect, except as provided in Section 1.10.

     8.10 Neither this Agreement nor any rights or obligations  hereunder may be
assigned by either party without the prior written approval of the other party.

     8.11 No  provisions  of this  Agreement  may be amended or  modified in any
manner except by a written  agreement  properly  authorized and executed by both
parties.

     IN WITNESS WHEREOF,  the parties have caused their duly authorized officers
to execute  this  Participation  Agreement  as of the date and year first  above
written.

                      The Company:
                      COVA Financial Services Life Insurance Company
                      By its authorized officer

                      By: ______________________________________________
                      Name:_____________________________________________
                      Title:____________________________________________


                      The Trust:
                      Templeton Variable Products Series Fund
                      By its authorized officer

                      By:________________________________________________
                      Name: Karen L. Skidmore
                      Title: Assistant Vice President, Assistant Secretary


                      The Underwriter:
                      Franklin Templeton Distributors, Inc.
                      By its authorized officer

                      By: ________________________________________________
                      Name:  Deborah R. Gatzek
                      Title:    Senior Vice President, Assistant Secretary








                                   SCHEDULE A


                  Separate Accounts of COVA Financial Services
                             Life Insurance Company

1.   COVA Variable Annuity Account One
     Date Established: February 24, 1987
     SEC Registration Number: 811-05200











                                   SCHEDULE B


                     Trust Portfolios and Classes Available



Templeton Variable Products Series                       Adviser
- ----------------------------------                       -------

Templeton Developing Markets Fund           Templeton Asset Management Ltd.
         -Class 1

Templeton International Fund                Templeton Investment Counsel, Inc.
         -Class 1

Mutual Shares Investments Fund              Franklin Mutual Advisers, Inc.
         -Class 1








                                   SCHEDULE C

                           Variable Annuity Contracts
            Issued by COVA Financial Services Life Insurance Company
            --------------------------------------------------------



                                                        Representative
 Contract                                                 Form Number
 --------                                                 -----------

1.  COVA Variable Annuity Account One
    Title: Custom Select Variable Annuity            Form: XL 407  XL-617
    SEC Registration Number: 333-34741                 CL-407  CL-617








                                   SCHEDULE D

                 Other Portfolios Available under the Contracts
                 ----------------------------------------------

AIM VARIABLE INSURANCE FUNDS, INC.:
         MANAGED BY AIM ADVISORS, INC.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund
         AIM V.I. Value Fund

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
         MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
         Premier Growth Portfolio
         Real Estate Investment Portfolio

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

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

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

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

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

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

MFS VARIABLE INSURANCE TRUST:
         MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY MFS Emerging Growth
         Series  MFS  Research  Series MFS Growth  With  Income  Series MFS High
         Income  Series  MFS World  Governments  Series  MFS/Foreign  & Colonial
         Emerging markets Equity Series

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

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


Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 29, 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. 15 to the Registration Statement (Form N-4, No.
33-39100) of Cova Variable Annuity Account One.


                                    /s/KPMG LLP
                                    KPMG LLP

Chicago, Illinois
April 29, 1999


                        AGREEMENT GOVERNING CONTRIBUTION

                                       TO

                       XEROX VARIABLE ANNUITY ACCOUNT ONE

                                       BY

                 XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY

This  Agreement  is made by and  between  XEROX  VARIABLE  ANNUITY  ACCOUNT  ONE
("Separate  Account"),  a separate  account  of Xerox  Financial  Services  Life
Insurance  Company  duly  organized  under the laws of the State of Missouri and
Xerox Financial Services Life Insurance Company  ("Insurance  Company"),  a life
insurance company duly organized under the laws of the State of Missouri.

WHEREAS,  Insurance Company has established the Separate Account for the purpose
of issuing variable annuity contracts and proposes to contribute to the Separate
Account  up  to  the  sum  of  $10,000,000  ("Contribution(s)")  in  the  manner
hereinafter described;

WHEREAS,  it is  necessary  and  desirable  that  the  terms  under  which  said
Contribution(s)  is made and the respective  rights of Insurance Company and the
Separate Account with respect thereto be determined;

NOW,  THEREFORE,  it is hereby agreed between Insurance Company and the Separate
Account as follows:

                                        I

Insurance  Company hereby commits itself to make an initial  Contribution to the
Separate  Account of $100,000 and may, in its sole  discretion,  make subsequent
Contributions  up to the sum of $10,000,000  (inclusive of the $100,000  initial
Contribution).  Insurance Company hereby represents and agrees that it is making
such  Contribution(s) for purposes of providing working capital for the Separate
Account and not with a view to  redeeming  or  disposing  of any interest in the
Separate Account resulting from such Contribution(s).

                                       II

In consideration for such  Contribution(s) and without deduction of any sales or
other  charges,  the  Separate  Account  shall  credit  Insurance  Company  with
accumulation  units  of  which  Insurance  Company  shall  be  the  owner.  Such
accumulation  units shall share pro rate in the  investment  performance  of the
Separate  Account and shall be subject to the same valuation  procedures and the
same periodic charges as are other  accumulation  units and annuity units in the
Separate Account.

                                       III

Insurance Company hereby acknowledges that by making such  Contribution(s) it is
not and shall not be regarded as a creditor of the Separate Account and that the
relationship  of  debtor-creditor  between the  Separate  Account and  Insurance
Company  does not exist with  respect to the  amount so  contributed.  Insurance
Company agrees that by making such  Contribution(s)  it is not now and shall not
in the future be, or be deemed to be, the holder of any  interest  other than as
provided in paragraph II of this  agreement.  Insurance  Company agrees that its
interest in the Separate  Account as a result of such  Contribution(s)  shall be
neither senior to nor subordinate to the interests of owners of variable annuity
contracts  issued with respect to the Separate Account and that, in the event of
liquidation of the Separate Account, however occurring,  Insurance Company shall
have no  preferential  rights of any kind over such  contract  owners' but shall
share ratably with them.

                                       IV

All commitments of Insurance Company hereunder shall be forever binding upon its
successor or successors.

                                        V

Insurance Company shall not withdraw the initial  Contribution of $100,000 prior
to five years from the date hereof unless the program is terminated  and no more
variable annuity Contracts are offered through the Separate Account. The Company
may also, at any time, withdraw one dollar of the initial  Contribution for each
dollar of assets  contributed  to the  Separate  Account in the form of purchase
payments from annuity contract  owners.  There are no limitations on withdrawals
for subsequent Contributions.

                                       VI

The Separate Account hereby accepts such Contribution(s) subject to the terms of
this Agreement.

Executed this 6th day of December, 1989.

                                      XEROX FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY

                                   By: /s/ROBERT B. STACK
                                       -----------------------------
                                       Robert B. Stack

ATTEST: /s/signature illegible
        ----------------------

                                       XEROX VARIABLE ANNUITY ACCOUNT ONE

                                   By: /s/ROBERT B. STACK
                                       -----------------------------
                                       Robert B. Stack

ATTEST: /s/signature illegible
        -----------------------

<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Standard 1 Year Return Data
As of 12/31/98

                                           Date         Transaction   Amount      Unit        Units       Transaction Unit        
                                                                                  Value       Before      Units      After       
                                                                                              Transaction            Transaction 
                                                                                                                                 

<S>                                            <C>   <C>                 <C>        <C>            <C>       <C>         <C>     
LA Bond Debenture                              12/31/97 purchase         1,000.00   12.881792      0.0000    77.6290     77.6290 
                                               12/31/98 annual fee          (1.05)  13.496500     77.6290    (0.0778)    77.5512 
                                               12/31/98 surrender fee      (45.00)  13.496500     77.5512    (3.3342)    74.2170 

GACC Money Market                              12/31/97 purchase         1,000.00   10.667011      0.0000    93.7470     93.7470 
                                               12/31/98 annual fee          (1.04)  11.109943     93.7470    (0.0936)    93.6534 
                                               12/31/98 surrender fee      (45.00)  11.109943     93.6534    (4.0504)    89.6030 

LA Developing Growth                           12/31/97 purchase         1,000.00   10.527554      0.0000    94.9888     94.9888 
                                               12/31/98 annual fee          (1.05)  11.067854     94.9888    (0.0949)    94.8939 
                                               12/31/98 surrender fee      (45.00)  11.067854     94.8939    (4.0658)    90.8281 

LA Large Cap Research                          12/31/97 purchase         1,000.00    9.899560      0.0000   101.0146    101.0146 
                                               12/31/98 annual fee          (1.19)  11.825550    101.0146    (0.1006)   100.9140 
                                               12/31/98 surrender fee      (45.00)  11.825550    100.9140    (3.8053)    97.1087 

LA Mid-Cap Value                               12/31/97 purchase         1,000.00   10.467957      0.0000    95.5296     95.5296 
                                               12/31/98 annual fee          (1.00)  10.437949     95.5296    (0.0958)    95.4338 
                                               12/31/98 surrender fee      (45.00)  10.437949     95.4338    (4.3112)    91.1226 

JPM Quality Bond                               12/31/97 purchase         1,000.00   11.155126      0.0000    89.6449     89.6449 
                                               12/31/98 annual fee          (1.07)  11.914489     89.6449    (0.0898)    89.5551 
                                               12/31/98 surrender fee      (45.00)  11.914489     89.5551    (3.7769)    85.7782 

JPM Small Cap Stock                            12/31/97 purchase         1,000.00   13.491466      0.0000    74.1209     74.1209 
                                               12/31/98 annual fee          (0.93)  12.582860     74.1209    (0.0739)    74.0470 
                                               12/31/98 surrender fee      (45.00)  12.582860     74.0470    (3.5763)    70.4707 

JPM Large Cap Stock                            12/31/97 purchase         1,000.00   14.889462      0.0000    67.1616     67.1616 
                                               12/31/98 annual fee          (1.30)  19.428499     67.1616    (0.0669)    67.0947 
                                               12/31/98 surrender fee      (45.00)  19.428499     67.0947    (2.3162)    64.7785 

JPM Select Equity                              12/31/97 purchase         1,000.00   14.053502      0.0000    71.1566     71.1566 
                                               12/31/98 annual fee          (1.21)  16.987204     71.1566    (0.0712)    71.0854 
                                               12/31/98 surrender fee      (45.00)  16.987204     71.0854    (2.6491)    68.4363 


JPM International Equity                       12/31/97 purchase         1,000.00   11.462435      0.0000    87.2415     87.2415 
                                               12/31/98 annual fee          (1.12)  12.889315     87.2415    (0.0869)    87.1546 
                                               12/31/98 surrender fee      (45.00)  12.889315     87.1546    (3.4913)    83.6633 

MVA Balanced                                   12/31/97 purchase         1,000.00   10.531920      0.0000    94.9494     94.9494 
                                               12/31/98 annual fee          (1.12)  11.767845     94.9494    (0.0952)    94.8542 
                                               12/31/98 surrender fee      (45.00)  11.767845     94.8542    (3.8240)    91.0302 

MVA Small Cap Equity                           12/31/97 purchase         1,000.00   10.418047      0.0000    95.9873     95.9873 
                                               12/31/98 annual fee          (0.98)  10.238676     95.9873    (0.0957)    95.8916 
                                               12/31/98 surrender fee      (45.00)  10.238676     95.8916    (4.3951)    91.4965 

MVA Equity Income                              12/31/97 purchase         1,000.00   11.194166      0.0000    89.3322     89.3322 
                                               12/31/98 annual fee          (1.08)  12.068849     89.3322    (0.0895)    89.2427 
                                               12/31/98 surrender fee      (45.00)  12.068849     89.2427    (3.7286)    85.5141 

MVA Growth & Income Equity                     12/31/97 purchase         1,000.00   10.756082      0.0000    92.9707     92.9707 
                                               12/31/98 annual fee          (1.13)  12.188331     92.9707    (0.0927)    92.8780 
                                               12/31/98 surrender fee      (45.00)  12.188331     92.8780    (3.6921)    89.1859 

AIM Value                                      12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.31)  13.060203    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  13.060203     99.8997    (3.4456)    96.4541 

AIM Capital Appreciation                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.18)  11.770729    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  11.770729     99.8998    (3.8230)    96.0768 

AIM International Equity                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.14)  11.391449    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)  11.391449     99.8999    (3.9503)    95.9496 

Alliance Premier Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.46)  14.595485    100.0000    (0.1000)    99.9000 
                                               12/31/98 surrender fee      (45.00)  14.595485     99.9000    (3.0831)    96.8169 

Alliance Real Estate Investment                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.80)   7.988435    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)   7.988435     99.8999    (5.6331)    94.2668 

Liberty Newport Tiger                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.92)   9.228765    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)   9.228765     99.9003    (4.8761)    95.0242 



Kemper Small Cap Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.17)  11.676086    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  11.676086     99.8998    (3.8540)    96.0458 

Kemper Small Cap Value                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.88)   8.753222    100.0000    (0.1005)    99.8995 
                                               12/31/98 surrender fee      (45.00)   8.753222     99.8995    (5.1410)    94.7585 

Kemper Government Securities                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.06)  10.556498    100.0000    (0.1004)    99.8996 
                                               12/31/98 surrender fee      (45.00)  10.556498     99.8996    (4.2628)    95.6368 

MFS Research                                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.22)  12.172796    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  12.172796     99.8998    (3.6968)    96.2030 

MFS Growth with Income                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.21)  12.066568    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  12.066568     99.8997    (3.7293)    96.1704 

MFS Emerging Growth                            12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.32)  13.233235    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  13.233235     99.9003    (3.4005)    96.4998 

MFS F&C Emerging Markets                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.66)   6.571830    100.0000    (0.1004)    99.8996 
                                               12/31/98 surrender fee      (45.00)   6.571830     99.8996    (6.8474)    93.0522 

MFS High Income                                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.98)   9.845193    100.0000    (0.0995)    99.9005 
                                               12/31/98 surrender fee      (45.00)   9.845193     99.9005    (4.5708)    95.3297 

MFS World Governments                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.07)  10.669943    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  10.669943     99.8997    (4.2175)    95.6822 

Oppenheimer Growth                             12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.22)  12.232731    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  12.232731     99.9003    (3.6787)    96.2216 

Oppenheimer Growth & Income                    12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.03)  10.326519    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  10.326519     99.9003    (4.3577)    95.5426 



Oppenheimer High Income                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.99)   9.893828    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)   9.893828     99.8999    (4.5483)    95.3516 

Oppenheimer Bond                               12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.05)  10.533011    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  10.533011     99.9003    (4.2723)    95.6280 

Oppenheimer Strategic Bond                     12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.02)  10.151332    100.0000    (0.1005)    99.8995 
                                               12/31/98 surrender fee      (45.00)  10.151332     99.8995    (4.4329)    95.4666 
</TABLE>

<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

        <S>     <C>     
        0.00    1,000.00
    1,047.72    1,046.67
    1,046.67    1,001.67

        0.00    1,000.00
    1,041.52    1,040.48
    1,040.48      995.48

        0.00    1,000.00
    1,051.32    1,050.27
    1,050.27    1,005.27

        0.00    1,000.00
    1,194.55    1,193.36
    1,193.36    1,148.36

        0.00    1,000.00
      997.13      996.13
      996.13      951.13

        0.00    1,000.00
    1,068.07    1,067.00
    1,067.00    1,022.00

        0.00    1,000.00
      932.65      931.72
      931.72      886.72

        0.00    1,000.00
    1,304.85    1,303.55
    1,303.55    1,258.55

        0.00    1,000.00
    1,208.75    1,207.54
    1,207.54    1,162.54


        0.00    1,000.00
    1,124.48    1,123.36
    1,123.36    1,078.36

        0.00    1,000.00
    1,117.35    1,116.23
    1,116.23    1,071.23

        0.00    1,000.00
      982.78      981.80
      981.80      936.80

        0.00    1,000.00
    1,078.14    1,077.06
    1,077.06    1,032.06

        0.00    1,000.00
    1,133.16    1,132.03
    1,132.03    1,087.03

        0.00    1,000.00
    1,306.02    1,304.71
    1,304.71    1,259.71

        0.00    1,000.00
    1,177.07    1,175.89
    1,175.89    1,130.89

        0.00    1,000.00
    1,139.14    1,138.00
    1,138.00    1,093.00

        0.00    1,000.00
    1,459.55    1,458.09
    1,458.09    1,413.09

        0.00    1,000.00
      798.84      798.04
      798.04      753.04

        0.00    1,000.00
      922.88      921.96
      921.96      876.96



        0.00    1,000.00
    1,167.61    1,166.44
    1,166.44    1,121.44

        0.00    1,000.00
      875.32      874.44
      874.44      829.44

        0.00    1,000.00
    1,055.65    1,054.59
    1,054.59    1,009.59

        0.00    1,000.00
    1,217.28    1,216.06
    1,216.06    1,171.06

        0.00    1,000.00
    1,206.66    1,205.45
    1,205.45    1,160.45

        0.00    1,000.00
    1,323.32    1,322.00
    1,322.00    1,277.00

        0.00    1,000.00
      657.18      656.52
      656.52      611.52

        0.00    1,000.00
      984.52      983.54
      983.54      938.54

        0.00    1,000.00
    1,066.99    1,065.92
    1,065.92    1,020.92

        0.00    1,000.00
    1,223.27    1,222.05
    1,222.05    1,177.05

        0.00    1,000.00
    1,032.65    1,031.62
    1,031.62      986.62



        0.00    1,000.00
      989.38      988.39
      988.39      943.39

        0.00    1,000.00
    1,053.30    1,052.25
    1,052.25    1,007.25

        0.00    1,000.00
    1,015.13    1,014.11
    1,014.11      969.11
</TABLE>

<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Standard 1 Year Returns
As of 12/31/98
                                               Total       Account       12/31/98 Initial     Inception   Days Since
                                               Return      Value       AUV        Investment  Date        Inception

<S>                                                  <C>      <C>       <C>          <C>           <C> <C>        <C>
LA Bond Debenture                                    0.17%    1,001.67  13.496500    1,000.00      5/1/96         974
GACC Money Market                                   -0.45%      995.48  11.109943    1,000.00      6/3/96         941
LA Developing Growth                                 0.53%    1,005.27  11.067854    1,000.00     8/20/97         498
LA Large Cap Research                               14.84%    1,148.36  11.825550    1,000.00     8/20/97         498
LA Mid-Cap Value                                    -4.89%      951.13  10.437949    1,000.00     8/20/97         498
JPM Quality Bond                                     2.20%    1,022.00  11.914489    1,000.00      5/1/96         974
JPM Small Cap Stock                                -11.33%      886.72  12.582860    1,000.00      5/1/96         974
JPM Large Cap Stock                                 25.86%    1,258.55  19.428499    1,000.00      5/1/96         974
JPM Select Equity                                   16.25%    1,162.54  16.987204    1,000.00      5/1/96         974
JPM International Equity                             7.84%    1,078.36  12.889315    1,000.00      5/1/96         974
MVA Balanced                                         7.12%    1,071.23  11.767845    1,000.00      7/1/97         548
MVA Small Cap Equity                                -6.32%      936.80  10.238676    1,000.00      7/1/97         548
MVA Equity Income                                    3.21%    1,032.06  12.068849    1,000.00      7/1/97         548
MVA Growth & Income Equity                           8.70%    1,087.03  12.188331    1,000.00      7/1/97         548
AIM Value                                           25.97%    1,259.71  13.060203    1,000.00    12/31/97         365
AIM Capital Appreciation                            13.09%    1,130.89  11.770729    1,000.00    12/31/97         365
AIM International Equity                             9.30%    1,093.00  11.391449    1,000.00    12/31/97         365
Alliance Premier Growth                             41.31%    1,413.09  14.595485    1,000.00    12/31/97         365
Alliance Real Estate Investment                    -24.70%      753.04   7.988435    1,000.00    12/31/97         365
Liberty Newport Tiger                              -12.30%      876.96   9.228765    1,000.00    12/31/97         365
Kemper Small Cap Growth                             12.14%    1,121.44  11.676086    1,000.00    12/31/97         365
Kemper Small Cap Value                             -17.06%      829.44   8.753222    1,000.00    12/31/97         365
Kemper Government Securities                         0.96%    1,009.59  10.556498    1,000.00    12/31/97         365
MFS Research                                        17.11%    1,171.06  12.172796    1,000.00    12/31/97         365
MFS Growth with Income                              16.05%    1,160.45  12.066568    1,000.00    12/31/97         365
MFS Emerging Growth                                 27.70%    1,277.00  13.233235    1,000.00    12/31/97         365
MFS F&C Emerging Markets                           -38.85%      611.52   6.571830    1,000.00    12/31/97         365
MFS High Income                                     -6.15%      938.54   9.845193    1,000.00    12/31/97         365
MFS World Governments                                2.09%    1,020.92  10.669943    1,000.00    12/31/97         365
Oppenheimer Growth                                  17.71%    1,177.05  12.232731    1,000.00    12/31/97         365
Oppenheimer Growth & Income                         -1.34%      986.62  10.326519    1,000.00    12/31/97         365
Oppenheimer High Income                             -5.66%      943.39   9.893828    1,000.00    12/31/97         365
Oppenheimer Bond                                     0.72%    1,007.25  10.533011    1,000.00    12/31/97         365
Oppenheimer Strategic Bond                          -3.09%      969.11  10.151332    1,000.00    12/31/97         365
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Standard Inception to Date Return Data
As of 12/31/98

                                           Date         Transaction   Amount      Unit        Units       TransactionUnit        
                                                                                  Value       Before      Units      After       
                                                                                              Transaction            Transaction 
                                                                                                                                 

<S>                                              <C> <C>                 <C>        <C>            <C>       <C>         <C>     
LA Bond Debenture                                5/1/96 purchase         1,000.00   10.097690      0.0000    99.0326     99.0326 
                                                 5/1/97 annual fee          (1.14)  11.516923     99.0326    (0.0990)    98.9336 
                                                 5/1/98 annual fee          (1.34)  13.535615     98.9336    (0.0990)    98.8346 
                                               12/31/98 annual fee          (1.33)  13.496500     98.8346    (0.0985)    98.7361 
                                               12/31/98 surrender fee      (45.00)  13.496500     98.7361    (3.3342)    95.4019 

GACC Money Market                                6/3/96 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 6/3/97 annual fee          (1.04)  10.410578    100.0000    (0.0999)    99.9001 
                                                 6/3/98 annual fee          (1.08)  10.858145     99.9001    (0.0995)    99.8006 
                                               12/31/98 annual fee          (1.11)  11.109943     99.8006    (0.0999)    99.7007 
                                               12/31/98 surrender fee      (45.00)  11.109943     99.7007    (4.0504)    95.6503 

LA Developing Growth                            8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee          (0.98)   9.823023    100.0000    (0.0998)    99.9002 
                                               12/31/98 annual fee          (1.11)  11.067854     99.9002    (0.1003)    99.7999 
                                               12/31/98 surrender fee      (45.00)  11.067854     99.7999    (4.0658)    95.7341 

LA Large Cap Research                           8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee          (1.05)  10.537316    100.0000    (0.0996)    99.9004 
                                               12/31/98 annual fee          (1.18)  11.825550     99.9004    (0.0998)    99.8006 
                                               12/31/98 surrender fee      (45.00)  11.825550     99.8006    (3.8053)    95.9953 

LA Mid-Cap Value                                8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee          (0.99)   9.919404    100.0000    (0.0998)    99.9002 
                                               12/31/98 annual fee          (1.04)  10.437949     99.9002    (0.0996)    99.8006 
                                               12/31/98 surrender fee      (45.00)  10.437949     99.8006    (4.3112)    95.4894 

JPM Quality Bond                                 5/1/96 purchase         1,000.00    9.897228      0.0000   101.0384    101.0384 
                                                 5/1/97 annual fee          (1.05)  10.405141    101.0384    (0.1009)   100.9375 
                                                 5/1/98 annual fee          (1.15)  11.356198    100.9375    (0.1013)   100.8362 
                                               12/31/98 annual fee          (1.20)  11.914489    100.8362    (0.1007)   100.7355 
                                               12/31/98 surrender fee      (45.00)  11.914489    100.7355    (3.7769)    96.9586 





JPM Small Cap Stock                              5/1/96 purchase         1,000.00   10.512560      0.0000    95.1243     95.1243 
                                                 5/1/97 annual fee          (0.99)  10.358427     95.1243    (0.0956)    95.0287 
                                                 5/1/98 annual fee          (1.42)  14.969970     95.0287    (0.0949)    94.9338 
                                               12/31/98 annual fee          (1.19)  12.582860     94.9338    (0.0946)    94.8392 
                                               12/31/98 surrender fee      (45.00)  12.582860     94.8392    (3.5763)    91.2629 

JPM Large Cap Stock                              5/1/96 purchase         1,000.00   10.003025      0.0000    99.9698     99.9698 
                                                 5/1/97 annual fee          (1.22)  12.198198     99.9698    (0.1000)    99.8698 
                                                 5/1/98 annual fee          (1.75)  17.502632     99.8698    (0.1000)    99.7698 
                                               12/31/98 annual fee          (1.94)  19.428499     99.7698    (0.0999)    99.6699 
                                               12/31/98 surrender fee      (45.00)  19.428499     99.6699    (2.3162)    97.3537 

JPM Select Equity                                5/1/96 purchase         1,000.00   10.083890      0.0000    99.1681     99.1681 
                                                 5/1/97 annual fee          (1.14)  11.445501     99.1681    (0.0996)    99.0685 
                                                 5/1/98 annual fee          (1.60)  16.125129     99.0685    (0.0992)    98.9693 
                                               12/31/98 annual fee          (1.68)  16.987204     98.9693    (0.0989)    98.8704 
                                               12/31/98 surrender fee      (45.00)  16.987204     98.8704    (2.6491)    96.2213 

JPM International Equity                         5/1/96 purchase         1,000.00   10.214899      0.0000    97.8962     97.8962 
                                                 5/1/97 annual fee          (1.09)  11.135715     97.8962    (0.0979)    97.7983 
                                                 5/1/98 annual fee          (1.28)  13.138587     97.7983    (0.0974)    97.7009 
                                               12/31/98 annual fee          (1.26)  12.889315     97.7009    (0.0978)    97.6031 
                                               12/31/98 surrender fee      (45.00)  12.889315     97.6031    (3.4913)    94.1118 

MVA Balanced                                     7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee          (1.12)  11.236058    100.0000    (0.0997)    99.9003 
                                               12/31/98 annual fee          (1.18)  11.767845     99.9003    (0.1003)    99.8000 
                                               12/31/98 surrender fee      (45.00)  11.767845     99.8000    (3.8240)    95.9760 

MVA Small Cap Equity                             7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee          (1.10)  10.989610    100.0000    (0.1001)    99.8999 
                                               12/31/98 annual fee          (1.02)  10.238676     99.8999    (0.0996)    99.8003 
                                               12/31/98 surrender fee      (45.00)  10.238676     99.8003    (4.3951)    95.4052 

MVA Equity Income                                7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee          (1.24)  12.418195    100.0000    (0.0999)    99.9001 
                                               12/31/98 annual fee          (1.21)  12.068849     99.9001    (0.1003)    99.7998 
                                               12/31/98 surrender fee      (45.00)  12.068849     99.7998    (3.7286)    96.0712 

MVA Growth & Income Equity                       7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee          (1.19)  11.941375    100.0000    (0.0997)    99.9003 
                                               12/31/98 annual fee          (1.22)  12.188331     99.9003    (0.1001)    99.8002 
                                               12/31/98 surrender fee      (45.00)  12.188331     99.8002    (3.6921)    96.1081 



AIM Value                                      12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.31)  13.060203    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  13.060203     99.8997    (3.4456)    96.4541 

AIM Capital Appreciation                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.18)  11.770729    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  11.770729     99.8998    (3.8230)    96.0768 

AIM International Equity                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.14)  11.391449    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)  11.391449     99.8999    (3.9503)    95.9496 

Alliance Premier Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.46)  14.595485    100.0000    (0.1000)    99.9000 
                                               12/31/98 surrender fee      (45.00)  14.595485     99.9000    (3.0831)    96.8169 

Alliance Real Estate Investment                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.80)   7.988435    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)   7.988435     99.8999    (5.6331)    94.2668 

Liberty Newport Tiger                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.92)   9.228765    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)   9.228765     99.9003    (4.8761)    95.0242 

Kemper Dreman High Return                       5/15/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.05)  10.487302    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (50.00)  10.487302     99.8999    (4.7677)    95.1322 

Kemper Small Cap Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.17)  11.676086    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  11.676086     99.8998    (3.8540)    96.0458 

Kemper Small Cap Value                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.88)   8.753222    100.0000    (0.1005)    99.8995 
                                               12/31/98 surrender fee      (45.00)   8.753222     99.8995    (5.1410)    94.7585 

Kemper Government Securities                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.06)  10.556498    100.0000    (0.1004)    99.8996 
                                               12/31/98 surrender fee      (45.00)  10.556498     99.8996    (4.2628)    95.6368 

MFS Bond                                        5/15/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.05)  10.491811    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (50.00)  10.491811     99.8999    (4.7656)    95.1343 



MFS Research                                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.22)  12.172796    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (45.00)  12.172796     99.8998    (3.6968)    96.2030 

MFS Growth with Income                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.21)  12.066568    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  12.066568     99.8997    (3.7293)    96.1704 

MFS Emerging Growth                            12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.32)  13.233235    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  13.233235     99.9003    (3.4005)    96.4998 

MFS F&C Emerging Markets                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.66)   6.571830    100.0000    (0.1004)    99.8996 
                                               12/31/98 surrender fee      (45.00)   6.571830     99.8996    (6.8474)    93.0522 

MFS High Income                                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.98)   9.845193    100.0000    (0.0995)    99.9005 
                                               12/31/98 surrender fee      (45.00)   9.845193     99.9005    (4.5708)    95.3297 

MFS World Governments                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.07)  10.669943    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (45.00)  10.669943     99.8997    (4.2175)    95.6822 

Oppenheimer Growth                             12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.22)  12.232731    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  12.232731     99.9003    (3.6787)    96.2216 

Oppenheimer Growth & Income                    12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.03)  10.326519    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  10.326519     99.9003    (4.3577)    95.5426 

Oppenheimer High Income                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.99)   9.893828    100.0000    (0.1001)    99.8999 
                                               12/31/98 surrender fee      (45.00)   9.893828     99.8999    (4.5483)    95.3516 

Oppenheimer Bond                               12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.05)  10.533011    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (45.00)  10.533011     99.9003    (4.2723)    95.6280 

Oppenheimer Strategic Bond                     12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.02)  10.151332    100.0000    (0.1005)    99.8995 
                                               12/31/98 surrender fee      (45.00)  10.151332     99.8995    (4.4329)    95.4666 



Templeton International Fund                     5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.91)   9.144522    100.0000    (0.0995)    99.9005 
                                               12/31/98 surrender fee      (50.00)   9.144522     99.9005    (5.4678)    94.4327 

Templeton Developing Markets                     5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.76)   7.552448    100.0000    (0.1006)    99.8994 
                                               12/31/98 surrender fee      (50.00)   7.552448     99.8994    (6.6204)    93.2790 

Mutual Shares Investments                        5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (0.96)   9.630622    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (50.00)   9.630622     99.9003    (5.1918)    94.7085 

Fidelity Growth                                 2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.31)  13.077878    100.0000    (0.1002)    99.8998 
                                               12/31/98 surrender fee      (50.00)  13.077878     99.8998    (3.8233)    96.0765 

Fidelity Contrafund                             2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.24)  12.357373    100.0000    (0.1003)    99.8997 
                                               12/31/98 surrender fee      (50.00)  12.357373     99.8997    (4.0462)    95.8535 

Fidelity Growth Opportunities                   2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.17)  11.742360    100.0000    (0.0996)    99.9004 
                                               12/31/98 surrender fee      (50.00)  11.742360     99.9004    (4.2581)    95.6423 

Fidelity Growth & Income                        2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.22)  12.202502    100.0000    (0.1000)    99.9000 
                                               12/31/98 surrender fee      (50.00)  12.202502     99.9000    (4.0975)    95.8025 

Fidelity Equity-Income                          2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee          (1.06)  10.626607    100.0000    (0.0997)    99.9003 
                                               12/31/98 surrender fee      (50.00)  10.626607     99.9003    (4.7052)    95.1951 
</TABLE>



<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

        <S>     <C>     
        0.00    1,000.00
    1,140.55    1,139.41
    1,339.13    1,337.79
    1,333.92    1,332.59
    1,332.59    1,287.59

        0.00    1,000.00
    1,041.06    1,040.02
    1,084.73    1,083.65
    1,108.78    1,107.67
    1,107.67    1,062.67

        0.00    1,000.00
      982.30      981.32
    1,105.68    1,104.57
    1,104.57    1,059.57

        0.00    1,000.00
    1,053.73    1,052.68
    1,181.38    1,180.20
    1,180.20    1,135.20

        0.00    1,000.00
      991.94      990.95
    1,042.75    1,041.71
    1,041.71      996.71

        0.00    1,000.00
    1,051.32    1,050.27
    1,146.27    1,145.12
    1,201.41    1,200.21
    1,200.21    1,155.21





        0.00    1,000.00
      985.34      984.35
    1,422.58    1,421.16
    1,194.54    1,193.35
    1,193.35    1,148.35

        0.00    1,000.00
    1,219.45    1,218.23
    1,747.98    1,746.23
    1,938.38    1,936.44
    1,936.44    1,891.44

        0.00    1,000.00
    1,135.03    1,133.89
    1,597.49    1,595.89
    1,681.21    1,679.53
    1,679.53    1,634.53

        0.00    1,000.00
    1,090.14    1,089.05
    1,284.93    1,283.65
    1,259.30    1,258.04
    1,258.04    1,213.04

        0.00    1,000.00
    1,123.61    1,122.49
    1,175.61    1,174.43
    1,174.43    1,129.43

        0.00    1,000.00
    1,098.96    1,097.86
    1,022.84    1,021.82
    1,021.82      976.82

        0.00    1,000.00
    1,241.82    1,240.58
    1,205.68    1,204.47
    1,204.47    1,159.47

        0.00    1,000.00
    1,194.14    1,192.95
    1,217.62    1,216.40
    1,216.40    1,171.40



        0.00    1,000.00
    1,306.02    1,304.71
    1,304.71    1,259.71

        0.00    1,000.00
    1,177.07    1,175.89
    1,175.89    1,130.89

        0.00    1,000.00
    1,139.14    1,138.00
    1,138.00    1,093.00

        0.00    1,000.00
    1,459.55    1,458.09
    1,458.09    1,413.09

        0.00    1,000.00
      798.84      798.04
      798.04      753.04

        0.00    1,000.00
      922.88      921.96
      921.96      876.96

        0.00    1,000.00
    1,048.73    1,047.68
    1,047.68      997.68

        0.00    1,000.00
    1,167.61    1,166.44
    1,166.44    1,121.44

        0.00    1,000.00
      875.32      874.44
      874.44      829.44

        0.00    1,000.00
    1,055.65    1,054.59
    1,054.59    1,009.59

        0.00    1,000.00
    1,049.18    1,048.13
    1,048.13      998.13



        0.00    1,000.00
    1,217.28    1,216.06
    1,216.06    1,171.06

        0.00    1,000.00
    1,206.66    1,205.45
    1,205.45    1,160.45

        0.00    1,000.00
    1,323.32    1,322.00
    1,322.00    1,277.00

        0.00    1,000.00
      657.18      656.52
      656.52      611.52

        0.00    1,000.00
      984.52      983.54
      983.54      938.54

        0.00    1,000.00
    1,066.99    1,065.92
    1,065.92    1,020.92

        0.00    1,000.00
    1,223.27    1,222.05
    1,222.05    1,177.05

        0.00    1,000.00
    1,032.65    1,031.62
    1,031.62      986.62

        0.00    1,000.00
      989.38      988.39
      988.39      943.39

        0.00    1,000.00
    1,053.30    1,052.25
    1,052.25    1,007.25

        0.00    1,000.00
    1,015.13    1,014.11
    1,014.11      969.11



        0.00    1,000.00
      914.45      913.54
      913.54      863.54

        0.00    1,000.00
      755.24      754.49
      754.49      704.48

        0.00    1,000.00
      963.06      962.10
      962.10      912.10

        0.00    1,000.00
    1,307.79    1,306.48
    1,306.48    1,256.48

        0.00    1,000.00
    1,235.74    1,234.50
    1,234.50    1,184.50

        0.00    1,000.00
    1,174.24    1,173.07
    1,173.07    1,123.07

        0.00    1,000.00
    1,220.25    1,219.03
    1,219.03    1,169.03

        0.00    1,000.00
    1,062.66    1,061.60
    1,061.60    1,011.60
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Standard Inception-to-Date Returns
As of 12/31/98
                                         Annualized
                                         Total       Total       Account       12/31/98 Initial     Inception   Days Since
                                         Return      Return      Value       AUV        Investment  Date        Inception

<S>                                            <C>        <C>       <C>       <C>          <C>           <C> <C>        <C>
LA Bond Debenture                              9.92%      28.76%    1,287.59  13.496500    1,000.00      5/1/96         975
GACC Money Market                              2.39%       6.27%    1,062.67  11.109943    1,000.00      6/3/96         941
LA Developing Growth                           4.32%       5.96%    1,059.57  11.067854    1,000.00     8/20/97         499
LA Large Cap Research                          9.72%      13.52%    1,135.20  11.825550    1,000.00     8/20/97         499
LA Mid-Cap Value                              -0.24%      -0.33%      996.71  10.437949    1,000.00     8/20/97         499
JPM Quality Bond                               5.55%      15.52%    1,155.21  11.914489    1,000.00      5/1/96         975
JPM Small Cap Stock                            5.31%      14.84%    1,148.35  12.582860    1,000.00      5/1/96         975
JPM Large Cap Stock                           26.95%      89.14%    1,891.44  19.428499    1,000.00      5/1/96         975
JPM Select Equity                             20.19%      63.45%    1,634.53  16.987204    1,000.00      5/1/96         975
JPM International Equity                       7.50%      21.30%    1,213.04  12.889315    1,000.00      5/1/96         975
MVA Balanced                                   8.43%      12.94%    1,129.43  11.767845    1,000.00      7/1/97         549
MVA Small Cap Equity                          -1.55%      -2.32%      976.82  10.238676    1,000.00      7/1/97         549
MVA Equity Income                             10.34%      15.95%    1,159.47  12.068849    1,000.00      7/1/97         549
MVA Growth & Income Equity                    11.09%      17.14%    1,171.40  12.188331    1,000.00      7/1/97         549
AIM Value                                     25.97%      25.97%    1,259.71  13.060203    1,000.00    12/31/97         365
AIM Capital Appreciation                      13.09%      13.09%    1,130.89  11.770729    1,000.00    12/31/97         365
AIM International Equity                       9.30%       9.30%    1,093.00  11.391449    1,000.00    12/31/97         365
Alliance Premier Growth                       41.31%      41.31%    1,413.09  14.595485    1,000.00    12/31/97         365
Alliance Real Estate Investment              -24.70%     -24.70%      753.04   7.988435    1,000.00    12/31/97         365
Liberty Newport Tiger                        -12.30%     -12.30%      876.96   9.228765    1,000.00    12/31/97         365
Kemper Dreman High Return                                 -0.23%      997.68  10.487302    1,000.00     5/15/98         230
Kemper Small Cap Growth                       12.14%      12.14%    1,121.44  11.676086    1,000.00    12/31/97         365
Kemper Small Cap Value                       -17.06%     -17.06%      829.44   8.753222    1,000.00    12/31/97         365
Kemper Government Securities                   0.96%       0.96%    1,009.59  10.556498    1,000.00    12/31/97         365
MFS Bond                                                  -0.19%      998.13  10.491811    1,000.00     5/15/98         230
MFS Research                                  17.11%      17.11%    1,171.06  12.172796    1,000.00    12/31/97         365
MFS Growth with Income                        16.05%      16.05%    1,160.45  12.066568    1,000.00    12/31/97         365
MFS Emerging Growth                           27.70%      27.70%    1,277.00  13.233235    1,000.00    12/31/97         365
MFS F&C Emerging Markets                     -38.85%     -38.85%      611.52   6.571830    1,000.00    12/31/97         365
MFS High Income                               -6.15%      -6.15%      938.54   9.845193    1,000.00    12/31/97         365
MFS World Governments                          2.09%       2.09%    1,020.92  10.669943    1,000.00    12/31/97         365
Oppenheimer Growth                            17.71%      17.71%    1,177.05  12.232731    1,000.00    12/31/97         365
Oppenheimer Growth & Income                   -1.34%      -1.34%      986.62  10.326519    1,000.00    12/31/97         365
Oppenheimer High Income                       -5.66%      -5.66%      943.39   9.893828    1,000.00    12/31/97         365
Oppenheimer Bond                               0.72%       0.72%    1,007.25  10.533011    1,000.00    12/31/97         365
Oppenheimer Strategic Bond                    -3.09%      -3.09%      969.11  10.151332    1,000.00    12/31/97         365
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Standard Inception-to-Date Returns
As of 12/31/98
                                          Annualized
                                          Total       Total       Account       12/31/98 Initial     Inception   Days Since
                                          Return      Return      Value       AUV        Investment  Date        Inception

<S>                                                        <C>         <C>      <C>         <C>           <C> <C>        <C>
Templeton International                                   -13.65%      863.54   9.144522    1,000.00      5/1/98         244
Templeton Developing Markets                              -29.55%      704.48   7.552448    1,000.00      5/1/98         244
Mutual Shares Investments                                  -8.79%      912.10   9.630622    1,000.00      5/1/98         244
Fidelity Growth                                            25.65%    1,256.48  13.077878    1,000.00     2/17/98         317
Fidelity Contrafund                                        18.45%    1,184.50  12.357373    1,000.00     2/17/98         317
Fidelity Growth Opportunities                              12.31%    1,123.07  11.742360    1,000.00     2/17/98         317
Fidelity Growth & Income                                   16.90%    1,169.03  12.202502    1,000.00     2/17/98         317
Fidelity Equity-Income                                      1.16%    1,011.60  10.626607    1,000.00     2/17/98         317
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Non-Standard 1 Year Data
As of 12/31/98

                                           Date         Transaction   Amount      Unit        Units       TransactionUnit        
                                                                                  Value       Before      Units      After       
                                                                                              Transaction            Transaction 
                                                                                                                                 

<S>                                            <C>   <C>                 <C>        <C>            <C>       <C>         <C>     
LA Bond Debenture                              12/31/97 purchase         1,000.00   12.881792      0.0000    77.6290     77.6290 
                                               12/31/98 annual fee                  13.496500     77.6290     0.0000     77.6290 
                                               12/31/98 surrender fee               13.496500     77.6290     0.0000     77.6290 

GACC Money Market                              12/31/97 purchase         1,000.00   10.667011      0.0000    93.7470     93.7470 
                                               12/31/98 annual fee                  11.109943     93.7470     0.0000     93.7470 
                                               12/31/98 surrender fee               11.109943     93.7470     0.0000     93.7470 

LA Developing Growth                           12/31/97 purchase         1,000.00   10.527554      0.0000    94.9888     94.9888 
                                               12/31/98 annual fee                  11.067854     94.9888     0.0000     94.9888 
                                               12/31/98 surrender fee               11.067854     94.9888     0.0000     94.9888 

LA Large Cap Research                          12/31/97 purchase         1,000.00    9.899560      0.0000   101.0146    101.0146 
                                               12/31/98 annual fee                  11.825550    101.0146     0.0000    101.0146 
                                               12/31/98 surrender fee               11.825550    101.0146     0.0000    101.0146 

LA Mid-Cap Value                               12/31/97 purchase         1,000.00   10.467957      0.0000    95.5296     95.5296 
                                               12/31/98 annual fee                  10.437949     95.5296     0.0000     95.5296 
                                               12/31/98 surrender fee               10.437949     95.5296     0.0000     95.5296 

JPM Quality Bond                               12/31/97 purchase         1,000.00   11.155126      0.0000    89.6449     89.6449 
                                               12/31/98 annual fee                  11.914489     89.6449     0.0000     89.6449 
                                               12/31/98 surrender fee               11.914489     89.6449     0.0000     89.6449 

JPM Small Cap Stock                            12/31/97 purchase         1,000.00   13.491466      0.0000    74.1209     74.1209 
                                               12/31/98 annual fee                  12.582860     74.1209     0.0000     74.1209 
                                               12/31/98 surrender fee               12.582860     74.1209     0.0000     74.1209 

JPM Large Cap Stock                            12/31/97 purchase         1,000.00   14.889462      0.0000    67.1616     67.1616 
                                               12/31/98 annual fee                  19.428499     67.1616     0.0000     67.1616 
                                               12/31/98 surrender fee               19.428499     67.1616     0.0000     67.1616 

JPM Select Equity                              12/31/97 purchase         1,000.00   14.053502      0.0000    71.1566     71.1566 
                                               12/31/98 annual fee                  16.987204     71.1566     0.0000     71.1566 
                                               12/31/98 surrender fee               16.987204     71.1566     0.0000     71.1566 


JPM International Equity                       12/31/97 purchase         1,000.00   11.462435      0.0000    87.2415     87.2415 
                                               12/31/98 annual fee                  12.889315     87.2415     0.0000     87.2415 
                                               12/31/98 surrender fee               12.889315     87.2415     0.0000     87.2415 

MVA Balanced                                   12/31/97 Purchase         1,000.00   10.531920      0.0000    94.9494     94.9494 
                                               12/31/98 Annual Fee                  11.767845     94.9494     0.0000     94.9494 
                                               12/31/98 Surrender                   11.767845     94.9494     0.0000     94.9494 

MVA Small Cap Equity                           12/31/97 Purchase         1,000.00   10.418047      0.0000    95.9873     95.9873 
                                               12/31/98 Annual Fee                  10.238676     95.9873     0.0000     95.9873 
                                               12/31/98 Surrender                   10.238676     95.9873     0.0000     95.9873 

MVA Equity Income                              12/31/97 Purchase         1,000.00   11.194166      0.0000    89.3322     89.3322 
                                               12/31/98 Annual Fee                  12.068849     89.3322     0.0000     89.3322 
                                               12/31/98 Surrender                   12.068849     89.3322     0.0000     89.3322 

MVA Growth & Income Equity                     12/31/97 Purchase         1,000.00   10.756082      0.0000    92.9707     92.9707 
                                               12/31/98 Annual Fee                  12.188331     92.9707     0.0000     92.9707 
                                               12/31/98 Surrender                   12.188331     92.9707     0.0000     92.9707 

AIM Value                                      12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  13.060203    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               13.060203    100.0000     0.0000    100.0000 

AIM Capital Appreciation                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.770729    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.770729    100.0000     0.0000    100.0000 

AIM International Equity                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.391449    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.391449    100.0000     0.0000    100.0000 

Alliance Premier Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  14.595485    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               14.595485    100.0000     0.0000    100.0000 

Alliance Real Estate Investment                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   7.988435    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                7.988435    100.0000     0.0000    100.0000 

Liberty Newport Tiger                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.228765    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.228765    100.0000     0.0000    100.0000 



Kemper Small Cap Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.676086    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.676086    100.0000     0.0000    100.0000 

Kemper Small Cap Value                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   8.753222    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                8.753222    100.0000     0.0000    100.0000 

Kemper Government Securities                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.556498    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.556498    100.0000     0.0000    100.0000 

MFS Research                                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.172796    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.172796    100.0000     0.0000    100.0000 

MFS Growth with Income                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.066568    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.066568    100.0000     0.0000    100.0000 

MFS Emerging Growth                            12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  13.233235    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               13.233235    100.0000     0.0000    100.0000 

MFS F&C Emerging Markets                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   6.571830    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                6.571830    100.0000     0.0000    100.0000 

MFS High Income                                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.845193    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.845193    100.0000     0.0000    100.0000 

MFS World Governments                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.669943    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.669943    100.0000     0.0000    100.0000 

Oppenheimer Growth                             12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.232731    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.232731    100.0000     0.0000    100.0000 

Oppenheimer Growth & Income                    12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.326519    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.326519    100.0000     0.0000    100.0000 



Oppenheimer High Income                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.893828    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.893828    100.0000     0.0000    100.0000 

Oppenheimer Bond                               12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.533011    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.533011    100.0000     0.0000    100.0000 

Oppenheimer Strategic Bond                     12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.151332    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.151332    100.0000     0.0000    100.0000 
</TABLE>



<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

        <S>     <C>     
        0.00    1,000.00
    1,047.72    1,047.72
    1,047.72    1,047.72

        0.00    1,000.00
    1,041.52    1,041.52
    1,041.52    1,041.52

        0.00    1,000.00
    1,051.32    1,051.32
    1,051.32    1,051.32

        0.00    1,000.00
    1,194.55    1,194.55
    1,194.55    1,194.55

        0.00    1,000.00
      997.13      997.13
      997.13      997.13

        0.00    1,000.00
    1,068.07    1,068.07
    1,068.07    1,068.07

        0.00    1,000.00
      932.65      932.65
      932.65      932.65

        0.00    1,000.00
    1,304.85    1,304.85
    1,304.85    1,304.85

        0.00    1,000.00
    1,208.75    1,208.75
    1,208.75    1,208.75


        0.00    1,000.00
    1,124.48    1,124.48
    1,124.48    1,124.48

        0.00    1,000.00
    1,117.35    1,117.35
    1,117.35    1,117.35

        0.00    1,000.00
      982.78      982.78
      982.78      982.78

        0.00    1,000.00
    1,078.14    1,078.14
    1,078.14    1,078.14

        0.00    1,000.00
    1,133.16    1,133.16
    1,133.16    1,133.16

        0.00    1,000.00
    1,306.02    1,306.02
    1,306.02    1,306.02

        0.00    1,000.00
    1,177.07    1,177.07
    1,177.07    1,177.07

        0.00    1,000.00
    1,139.14    1,139.14
    1,139.14    1,139.14

        0.00    1,000.00
    1,459.55    1,459.55
    1,459.55    1,459.55

        0.00    1,000.00
      798.84      798.84
      798.84      798.84

        0.00    1,000.00
      922.88      922.88
      922.88      922.88



        0.00    1,000.00
    1,167.61    1,167.61
    1,167.61    1,167.61

        0.00    1,000.00
      875.32      875.32
      875.32      875.32

        0.00    1,000.00
    1,055.65    1,055.65
    1,055.65    1,055.65

        0.00    1,000.00
    1,217.28    1,217.28
    1,217.28    1,217.28

        0.00    1,000.00
    1,206.66    1,206.66
    1,206.66    1,206.66

        0.00    1,000.00
    1,323.32    1,323.32
    1,323.32    1,323.32

        0.00    1,000.00
      657.18      657.18
      657.18      657.18

        0.00    1,000.00
      984.52      984.52
      984.52      984.52

        0.00    1,000.00
    1,066.99    1,066.99
    1,066.99    1,066.99

        0.00    1,000.00
    1,223.27    1,223.27
    1,223.27    1,223.27

        0.00    1,000.00
    1,032.65    1,032.65
    1,032.65    1,032.65



        0.00    1,000.00
      989.38      989.38
      989.38      989.38

        0.00    1,000.00
    1,053.30    1,053.30
    1,053.30    1,053.30

        0.00    1,000.00
    1,015.13    1,015.13
    1,015.13    1,015.13
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Non-Standard 1 Year Returns
As of 12/31/98
                                              Total       Account       12/31/98 Initial     Inception   Days Since
                                              Return      Value       AUV        Investment  Date        Inception

<S>                                                 <C>      <C>       <C>          <C>           <C> <C>        <C>
LA Bond Debenture                                   4.77%    1,047.72  13.496500    1,000.00      5/1/96         975
GACC Money Market                                   4.15%    1,041.52  11.109943    1,000.00      6/3/96         941
LA Developing Growth                                5.13%    1,051.32  11.067854    1,000.00     8/20/97         499
LA Large Cap Research                              19.46%    1,194.55  11.825550    1,000.00     8/20/97         499
LA Mid-Cap Value                                   -0.29%      997.13  10.437949    1,000.00     8/20/97         499
JPM Quality Bond                                    6.81%    1,068.07  11.914489    1,000.00      5/1/96         975
JPM Small Cap Stock                                -6.74%      932.65  12.582860    1,000.00      5/1/96         975
JPM Large Cap Stock                                30.49%    1,304.85  19.428499    1,000.00      5/1/96         975
JPM Select Equity                                  20.88%    1,208.75  16.987204    1,000.00      5/1/96         975
JPM International Equity                           12.45%    1,124.48  12.889315    1,000.00      5/1/96         975
MVA Balanced                                       11.74%    1,117.35  11.767845    1,000.00      7/1/97         549
MVA Small Cap Equity                               -1.72%      982.78  10.238676    1,000.00      7/1/97         549
MVA Equity Income                                   7.81%    1,078.14  12.068849    1,000.00      7/1/97         549
MVA Growth & Income Equity                         13.32%    1,133.16  12.188331    1,000.00      7/1/97         549
AIM Value                                          30.60%    1,306.02  13.060203    1,000.00    12/31/97         365
AIM Capital Appreciation                           17.71%    1,177.07  11.770729    1,000.00    12/31/97         365
AIM International Equity                           13.91%    1,139.14  11.391449    1,000.00    12/31/97         365
Alliance Premier Growth                            45.96%    1,459.55  14.595485    1,000.00    12/31/97         365
Alliance Real Estate Investment                   -20.12%      798.84   7.988435    1,000.00    12/31/97         365
Liberty Newport Tiger                              -7.71%      922.88   9.228765    1,000.00    12/31/97         365
Kemper Small Cap Growth                            16.76%    1,167.61  11.676086    1,000.00    12/31/97         365
Kemper Small Cap Value                            -12.47%      875.32   8.753222    1,000.00    12/31/97         365
Kemper Government Securities                        5.57%    1,055.65  10.556498    1,000.00    12/31/97         365
MFS Research                                       21.73%    1,217.28  12.172796    1,000.00    12/31/97         365
MFS Growth with Income                             20.67%    1,206.66  12.066568    1,000.00    12/31/97         365
MFS Emerging Growth                                32.33%    1,323.32  13.233235    1,000.00    12/31/97         365
MFS F&C Emerging Markets                          -34.28%      657.18   6.571830    1,000.00    12/31/97         365
MFS High Income                                    -1.55%      984.52   9.845193    1,000.00    12/31/97         365
MFS World Governments                               6.70%    1,066.99  10.669943    1,000.00    12/31/97         365
Oppenheimer Growth                                 22.33%    1,223.27  12.232731    1,000.00    12/31/97         365
Oppenheimer Growth & Income                         3.27%    1,032.65  10.326519    1,000.00    12/31/97         365
Oppenheimer High Income                            -1.06%      989.38   9.893828    1,000.00    12/31/97         365
Oppenheimer Bond                                    5.33%    1,053.30  10.533011    1,000.00    12/31/97         365
Oppenheimer Strategic Bond                          1.51%    1,015.13  10.151332    1,000.00    12/31/97         365
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Non-Standard Inception to Date Return Data
As of 12/31/98

                                           Date         Transaction   Amount      Unit        Units       TransactionUnit        
                                                                                  Value       Before      Units      After       
                                                                                              Transaction            Transaction 
                                                                                                                                 

<S>                                              <C> <C>                 <C>        <C>            <C>       <C>         <C>     
LA Bond Debenture                                5/1/96 purchase         1,000.00   10.097690      0.0000    99.0326     99.0326 
                                                 5/1/97 annual fee                  11.516923     99.0326     0.0000     99.0326 
                                                 5/1/98 annual fee                  13.535615     99.0326     0.0000     99.0326 
                                               12/31/98 annual fee                  13.496500     99.0326     0.0000     99.0326 
                                               12/31/98 surrender fee               13.496500     99.0326     0.0000     99.0326 

GACC Money Market                                6/3/96 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 6/3/97 annual fee                  10.410578    100.0000     0.0000    100.0000 
                                                 6/3/98 annual fee                  10.858145    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  11.109943    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.109943    100.0000     0.0000    100.0000 

LA Developing Growth                            8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee                   9.823023    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  11.067854    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.067854    100.0000     0.0000    100.0000 

LA Large Cap Research                           8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee                  10.537316    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  11.825550    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.825550    100.0000     0.0000    100.0000 

LA Mid-Cap Value                                8/20/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                8/20/98 annual fee                   9.919404    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  10.437949    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.437949    100.0000     0.0000    100.0000 

JPM Quality Bond                                 5/1/96 purchase         1,000.00    9.897228      0.0000   101.0384    101.0384 
                                                 5/1/97 annual fee                  10.405141    101.0384     0.0000    101.0384 
                                                 5/1/98 annual fee                  11.356198    101.0384     0.0000    101.0384 
                                               12/31/98 annual fee                  11.914489    101.0384     0.0000    101.0384 
                                               12/31/98 surrender fee               11.914489    101.0384     0.0000    101.0384 





JPM Small Cap Stock                              5/1/96 purchase         1,000.00   10.512560      0.0000    95.1243     95.1243 
                                                 5/1/97 annual fee                  10.358427     95.1243     0.0000     95.1243 
                                                 5/1/98 annual fee                  14.969970     95.1243     0.0000     95.1243 
                                               12/31/98 annual fee                  12.582860     95.1243     0.0000     95.1243 
                                               12/31/98 surrender fee               12.582860     95.1243     0.0000     95.1243 

JPM Large Cap Stock                              5/1/96 purchase         1,000.00   10.003025      0.0000    99.9698     99.9698 
                                                 5/1/97 annual fee                  12.198198     99.9698     0.0000     99.9698 
                                                 5/1/98 annual fee                  17.502632     99.9698     0.0000     99.9698 
                                               12/31/98 annual fee                  19.428499     99.9698     0.0000     99.9698 
                                               12/31/98 surrender fee               19.428499     99.9698     0.0000     99.9698 

JPM Select Equity                                5/1/96 purchase         1,000.00   10.083890      0.0000    99.1681     99.1681 
                                                 5/1/97 annual fee                  11.445501     99.1681     0.0000     99.1681 
                                                 5/1/98 annual fee                  16.125129     99.1681     0.0000     99.1681 
                                               12/31/98 annual fee                  16.987204     99.1681     0.0000     99.1681 
                                               12/31/98 surrender fee               16.987204     99.1681     0.0000     99.1681 

JPM International Equity                         5/1/96 purchase         1,000.00   10.214899      0.0000    97.8962     97.8962 
                                                 5/1/97 annual fee                  11.135715     97.8962     0.0000     97.8962 
                                                 5/1/98 annual fee                  13.138587     97.8962     0.0000     97.8962 
                                               12/31/98 annual fee                  12.889315     97.8962     0.0000     97.8962 
                                               12/31/98 surrender fee               12.889315     97.8962     0.0000     97.8962 

MVA Balanced                                     7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee                  11.236058    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  11.767845    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.767845    100.0000     0.0000    100.0000 

MVA Small Cap Equity                             7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee                  10.989610    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  10.238676    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.238676    100.0000     0.0000    100.0000 

MVA Equity Income                                7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee                  12.418195    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  12.068849    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.068849    100.0000     0.0000    100.0000 

MVA Growth & Income Equity                       7/1/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                                 7/1/98 annual fee                  11.941375    100.0000     0.0000    100.0000 
                                               12/31/98 annual fee                  12.188331    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.188331    100.0000     0.0000    100.0000 



AIM Value                                      12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  13.060203    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               13.060203    100.0000     0.0000    100.0000 

AIM Capital Appreciation                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.770729    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.770729    100.0000     0.0000    100.0000 

AIM International Equity                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.391449    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.391449    100.0000     0.0000    100.0000 

Alliance Premier Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  14.595485    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               14.595485    100.0000     0.0000    100.0000 

Alliance Real Estate Investment                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   7.988435    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                7.988435    100.0000     0.0000    100.0000 

Liberty Newport Tiger                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.228765    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.228765    100.0000     0.0000    100.0000 

Kemper Dreman High Return                       5/15/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.487302    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.487302    100.0000     0.0000    100.0000 

Kemper Small Cap Growth                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.676086    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.676086    100.0000     0.0000    100.0000 

Kemper Small Cap Value                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   8.753222    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                8.753222    100.0000     0.0000    100.0000 

Kemper Government Securities                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.556498    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.556498    100.0000     0.0000    100.0000 

MFS Bond                                        5/15/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.491811    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.491811    100.0000     0.0000    100.0000 



MFS Research                                   12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.172796    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.172796    100.0000     0.0000    100.0000 

MFS Growth with Income                         12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.066568    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.066568    100.0000     0.0000    100.0000 

MFS Emerging Growth                            12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  13.233235    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               13.233235    100.0000     0.0000    100.0000 

MFS F&C Emerging Markets                       12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   6.571830    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                6.571830    100.0000     0.0000    100.0000 

MFS High Income                                12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.845193    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.845193    100.0000     0.0000    100.0000 

MFS World Governments                          12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.669943    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.669943    100.0000     0.0000    100.0000 

Oppenheimer Growth                             12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.232731    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.232731    100.0000     0.0000    100.0000 

Oppenheimer Growth & Income                    12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.326519    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.326519    100.0000     0.0000    100.0000 

Oppenheimer High Income                        12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.893828    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.893828    100.0000     0.0000    100.0000 

Oppenheimer Bond                               12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.533011    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.533011    100.0000     0.0000    100.0000 

Oppenheimer Strategic Bond                     12/31/97 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.151332    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.151332    100.0000     0.0000    100.0000 



Templeton International Fund                     5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.144522    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.144522    100.0000     0.0000    100.0000 

Templeton Developing Markets                     5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   7.552448    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                7.552448    100.0000     0.0000    100.0000 

Mutual Shares Investments                        5/1/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                   9.630622    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee                9.630622    100.0000     0.0000    100.0000 

Fidelity Growth                                 2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  13.077878    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               13.077878    100.0000     0.0000    100.0000 

Fidelity Contrafund                             2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.357373    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.357373    100.0000     0.0000    100.0000 

Fidelity Growth Opportunities                   2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  11.742360    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               11.742360    100.0000     0.0000    100.0000 

Fidelity Growth & Income                        2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  12.202502    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               12.202502    100.0000     0.0000    100.0000 

Fidelity Equity-Income                          2/17/98 purchase         1,000.00   10.000000      0.0000   100.0000    100.0000 
                                               12/31/98 annual fee                  10.626607    100.0000     0.0000    100.0000 
                                               12/31/98 surrender fee               10.626607    100.0000     0.0000    100.0000 
</TABLE>



<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

        <S>     <C>     
        0.00    1,000.00
    1,140.55    1,140.55
    1,340.47    1,340.47
    1,336.59    1,336.59
    1,336.59    1,336.59

        0.00    1,000.00
    1,041.06    1,041.06
    1,085.81    1,085.81
    1,110.99    1,110.99
    1,110.99    1,110.99

        0.00    1,000.00
      982.30      982.30
    1,106.79    1,106.79
    1,106.79    1,106.79

        0.00    1,000.00
    1,053.73    1,053.73
    1,182.56    1,182.56
    1,182.56    1,182.56

        0.00    1,000.00
      991.94      991.94
    1,043.79    1,043.79
    1,043.79    1,043.79

        0.00    1,000.00
    1,051.32    1,051.32
    1,147.41    1,147.41
    1,203.82    1,203.82
    1,203.82    1,203.82





        0.00    1,000.00
      985.34      985.34
    1,424.01    1,424.01
    1,196.94    1,196.94
    1,196.94    1,196.94

        0.00    1,000.00
    1,219.45    1,219.45
    1,749.73    1,749.73
    1,942.26    1,942.26
    1,942.26    1,942.26

        0.00    1,000.00
    1,135.03    1,135.03
    1,599.10    1,599.10
    1,684.59    1,684.59
    1,684.59    1,684.59

        0.00    1,000.00
    1,090.14    1,090.14
    1,286.22    1,286.22
    1,261.81    1,261.81
    1,261.81    1,261.81

        0.00    1,000.00
    1,123.61    1,123.61
    1,176.78    1,176.78
    1,176.78    1,176.78

        0.00    1,000.00
    1,098.96    1,098.96
    1,023.87    1,023.87
    1,023.87    1,023.87

        0.00    1,000.00
    1,241.82    1,241.82
    1,206.88    1,206.88
    1,206.88    1,206.88

        0.00    1,000.00
    1,194.14    1,194.14
    1,218.83    1,218.83
    1,218.83    1,218.83



        0.00    1,000.00
    1,306.02    1,306.02
    1,306.02    1,306.02

        0.00    1,000.00
    1,177.07    1,177.07
    1,177.07    1,177.07

        0.00    1,000.00
    1,139.14    1,139.14
    1,139.14    1,139.14

        0.00    1,000.00
    1,459.55    1,459.55
    1,459.55    1,459.55

        0.00    1,000.00
      798.84      798.84
      798.84      798.84

        0.00    1,000.00
      922.88      922.88
      922.88      922.88

        0.00    1,000.00
    1,048.73    1,048.73
    1,048.73    1,048.73

        0.00    1,000.00
    1,167.61    1,167.61
    1,167.61    1,167.61

        0.00    1,000.00
      875.32      875.32
      875.32      875.32

        0.00    1,000.00
    1,055.65    1,055.65
    1,055.65    1,055.65

        0.00    1,000.00
    1,049.18    1,049.18
    1,049.18    1,049.18



        0.00    1,000.00
    1,217.28    1,217.28
    1,217.28    1,217.28

        0.00    1,000.00
    1,206.66    1,206.66
    1,206.66    1,206.66

        0.00    1,000.00
    1,323.32    1,323.32
    1,323.32    1,323.32

        0.00    1,000.00
      657.18      657.18
      657.18      657.18

        0.00    1,000.00
      984.52      984.52
      984.52      984.52

        0.00    1,000.00
    1,066.99    1,066.99
    1,066.99    1,066.99

        0.00    1,000.00
    1,223.27    1,223.27
    1,223.27    1,223.27

        0.00    1,000.00
    1,032.65    1,032.65
    1,032.65    1,032.65

        0.00    1,000.00
      989.38      989.38
      989.38      989.38

        0.00    1,000.00
    1,053.30    1,053.30
    1,053.30    1,053.30

        0.00    1,000.00
    1,015.13    1,015.13
    1,015.13    1,015.13



        0.00    1,000.00
      914.45      914.45
      914.45      914.45

        0.00    1,000.00
      755.24      755.24
      755.24      755.24

        0.00    1,000.00
      963.06      963.06
      963.06      963.06

        0.00    1,000.00
    1,307.79    1,307.79
    1,307.79    1,307.79

        0.00    1,000.00
    1,235.74    1,235.74
    1,235.74    1,235.74

        0.00    1,000.00
    1,174.24    1,174.24
    1,174.24    1,174.24

        0.00    1,000.00
    1,220.25    1,220.25
    1,220.25    1,220.25

        0.00    1,000.00
    1,062.66    1,062.66
    1,062.66    1,062.66
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Non-Standard Inception to Date Returns
As of 12/31/98
                                            Annualized
                                            Total       Total       Account       12/31/98 Initial     Inception   Days Since
                                            Return      Return      Value       AUV        Investment  Date        Inception

<S>                                              <C>         <C>       <C>       <C>          <C>           <C> <C>        <C>
LA Bond Debenture                                11.47%      33.66%    1,336.59  13.496500    1,000.00      5/1/96         975
GACC Money Market                                 4.17%      11.10%    1,110.99  11.109943    1,000.00      6/3/96         941
LA Developing Growth                              7.70%      10.68%    1,106.79  11.067854    1,000.00     8/20/97         499
LA Large Cap Research                            13.05%      18.26%    1,182.56  11.825550    1,000.00     8/20/97         499
LA Mid-Cap Value                                  3.18%       4.38%    1,043.79  10.437949    1,000.00     8/20/97         499
JPM Quality Bond                                  7.19%      20.38%    1,203.82  11.914489    1,000.00      5/1/96         975
JPM Small Cap Stock                               6.96%      19.69%    1,196.94  12.582860    1,000.00      5/1/96         975
JPM Large Cap Stock                              28.21%      94.23%    1,942.26  19.428499    1,000.00      5/1/96         975
JPM Select Equity                                21.56%      68.46%    1,684.59  16.987204    1,000.00      5/1/96         975
JPM International Equity                          9.10%      26.18%    1,261.81  12.889315    1,000.00      5/1/96         975
MVA Balanced                                     11.43%      17.68%    1,176.78  11.767845    1,000.00      7/1/97         549
MVA Small Cap Equity                              1.58%       2.39%    1,023.87  10.238676    1,000.00      7/1/97         549
MVA Equity Income                                13.32%      20.69%    1,206.88  12.068849    1,000.00      7/1/97         549
MVA Growth & Income Equity                       14.06%      21.88%    1,218.83  12.188331    1,000.00      7/1/97         549
AIM Value                                        30.60%      30.60%    1,306.02  13.060203    1,000.00    12/31/97         365
AIM Capital Appreciation                         17.71%      17.71%    1,177.07  11.770729    1,000.00    12/31/97         365
AIM International Equity                         13.91%      13.91%    1,139.14  11.391449    1,000.00    12/31/97         365
Alliance Premier Growth                          45.96%      45.96%    1,459.55  14.595485    1,000.00    12/31/97         365
Alliance Real Estate Investment                 -20.12%     -20.12%      798.84   7.988435    1,000.00    12/31/97         365
Liberty Newport Tiger                            -7.71%      -7.71%      922.88   9.228765    1,000.00    12/31/97         365
Kemper Dreman High Return                                     4.87%    1,048.73  10.487302    1,000.00     5/15/98         230
Kemper Small Cap Growth                          16.76%      16.76%    1,167.61  11.676086    1,000.00    12/31/97         365
Kemper Small Cap Value                          -12.47%     -12.47%      875.32   8.753222    1,000.00    12/31/97         365
Kemper Government Securities                      5.57%       5.57%    1,055.65  10.556498    1,000.00    12/31/97         365
MFS Bond                                                      4.92%    1,049.18  10.491811    1,000.00     5/15/98         230
MFS Research                                     21.73%      21.73%    1,217.28  12.172796    1,000.00    12/31/97         365
MFS Growth with Income                           20.67%      20.67%    1,206.66  12.066568    1,000.00    12/31/97         365
MFS Emerging Growth                              32.33%      32.33%    1,323.32  13.233235    1,000.00    12/31/97         365
MFS F&C Emerging Markets                        -34.28%     -34.28%      657.18   6.571830    1,000.00    12/31/97         365
MFS High Income                                  -1.55%      -1.55%      984.52   9.845193    1,000.00    12/31/97         365
MFS World Governments                             6.70%       6.70%    1,066.99  10.669943    1,000.00    12/31/97         365
Oppenheimer Growth                               22.33%      22.33%    1,223.27  12.232731    1,000.00    12/31/97         365
Oppenheimer Growth & Income                       3.27%       3.27%    1,032.65  10.326519    1,000.00    12/31/97         365
Oppenheimer High Income                          -1.06%      -1.06%      989.38   9.893828    1,000.00    12/31/97         365
Oppenheimer Bond                                  5.33%       5.33%    1,053.30  10.533011    1,000.00    12/31/97         365
Oppenheimer Strategic Bond                        1.51%       1.51%    1,015.13  10.151332    1,000.00    12/31/97         365
</TABLE>



<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Non-Standard Inception to Date Returns
As of 12/31/98
                                         Annualized
                                         Total       Total       Account       12/31/98 Initial     Inception   Days Since
                                         Return      Return      Value       AUV        Investment  Date        Inception

<S>                                                        <C>        <C>      <C>         <C>           <C> <C>        <C>
Templeton International                                   -8.55%      914.45   9.144522    1,000.00      5/1/98         244
Templeton Developing Markets                             -24.48%      755.24   7.552448    1,000.00      5/1/98         244
Mutual Shares Investments                                 -3.69%      963.06   9.630622    1,000.00      5/1/98         244
Fidelity Growth                                           30.78%    1,307.79  13.077878    1,000.00     2/17/98         317
Fidelity Contrafund                                       23.57%    1,235.74  12.357373    1,000.00     2/17/98         317
Fidelity Growth Opportunities                             17.42%    1,174.24  11.742360    1,000.00     2/17/98         317
Fidelity Growth & Income                                  22.03%    1,220.25  12.202502    1,000.00     2/17/98         317
Fidelity Equity-Income                                     6.27%    1,062.66  10.626607    1,000.00     2/17/98         317
</TABLE>






<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Pro Forma 1 Year Returns
As of 12/31/98

                                                                                                 Less:      1 Year      Less:
                                            Portfolio    Sub-Account                1 Year      M & E /      Non-     Contract   
                                              Incept       Incept                  Portfolio     Admin     Standard    Annual    
                                               Date         Date                    Return       Fees       Return       Fee     
                                           ---------------------------            -----------------------------------------------

<S>                                            <C>   <C>      <C>  <C>                  <C>         <C>        <C>         <C>   
MFS Bond                                       10/24/95       5/15/98                   6.79%       1.40%      5.39%       0.10% 
Templeton International                          5/1/92        5/1/98                   9.33%       1.40%      7.93%       0.10% 
Templeton Developing Markets                     3/4/96        5/1/98                 -20.94%       1.40%    -22.34%       0.10% 
Templeton Bond                                  8/24/88        3/1/99                   7.17%       1.40%      5.77%       0.10% 
Templeton Stock                                 8/24/88       1/19/99                   1.26%       1.40%     -0.14%       0.10% 
Fidelity Growth                                 10/9/86       2/17/98                  39.49%       1.40%     38.09%       0.10% 
Fidelity Contrafund                              1/3/95       2/17/98                  29.98%       1.40%     28.58%       0.10% 
Fidelity Growth Opportunities                    1/3/95       2/17/98                  24.51%       1.40%     23.11%       0.10% 
Fidelity Growth & Income                       12/31/96       2/17/98                  29.59%       1.40%     28.19%       0.10% 
Fidelity Equity-Income                          10/9/86       2/17/98                  11.63%       1.40%     10.23%       0.10% 
</TABLE>

<TABLE>
<CAPTION>
    Less:      1 Year
 Withdrawal   Standard
     Fee       Return
- -------------------------
       <S>         <C>  
       4.50%       0.79%
       4.50%       3.33%
       4.50%     -26.94%
       4.50%       1.17%
       4.50%      -4.74%
       4.50%      33.49%
       4.50%      23.98%
       4.50%      18.51%
       4.50%      23.59%
       4.50%       5.63%
</TABLE>






<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Pro Forma 5 Year Returns
As of 12/31/98
                                                                                                            5 Year
                                                                                    5 Year       Less:    Annualized    Less:    
                                            Portfolio    Sub-Account              Annualized    M & E /      Non-     Contract   
                                              Incept       Incept                  Portfolio     Admin     Standard    Annual    
                                               Date         Date                    Return       Fees       Return       Fee     
                                           ---------------------------            -----------------------------------------------

<S>                                             <C>  <C>       <C> <C>                  <C>         <C>        <C>         <C>   
GACC Money Market                               10/1/87        6/3/96                   5.40%       1.40%      4.00%       0.10% 
AIM Value                                        5/5/93      12/31/97                  21.70%       1.40%     20.30%       0.10% 
AIM Capital Appreciation                         5/5/93      12/31/97                  17.23%       1.40%     15.83%       0.10% 
AIM International Equity                         5/2/93      12/31/97                  11.33%       1.40%      9.93%       0.10% 
Alliance Premier Growth                         6/26/92      12/31/97                  27.85%       1.40%     26.45%       0.10% 
Kemper Government Securities                     9/3/87      12/31/97                   6.72%       1.40%      5.32%       0.10% 
Oppenheimer Growth                               4/3/85      12/31/97                  22.10%       1.40%     20.70%       0.10% 
Oppenheimer High Income                         4/30/86      12/31/97                   8.62%       1.40%      7.22%       0.10% 
Oppenheimer Bond                                 4/3/85      12/31/97                   7.01%       1.40%      5.61%       0.10% 
Oppenheimer Strategic Bond                       5/3/93      12/31/97                   6.83%       1.40%      5.43%       0.10% 
Templeton International                          5/1/92        5/1/98                  11.84%       1.40%     10.44%       0.10% 
Templeton Bond                                  8/24/88        3/1/99                   5.62%       1.40%      4.22%       0.10% 
Templeton Stock                                 8/24/88       1/19/99                  11.18%       1.40%      9.78%       0.10% 
Fidelity Growth                                 10/9/86       2/17/98                  21.74%       1.40%     20.34%       0.10% 
Fidelity Equity-Income                          10/9/86       2/17/98                  18.77%       1.40%     17.37%       0.10% 
</TABLE>

<TABLE>
<CAPTION>
               5 Year
    Less:    Annualized
 Withdrawal   Standard
     Fee       Return
- -------------------------

       <S>         <C>  
       0.00%       3.90%
       0.00%      20.20%
       0.00%      15.73%
       0.00%       9.83%
       0.00%      26.35%
       0.00%       5.22%
       0.00%      20.60%
       0.00%       7.12%
       0.00%       5.51%
       0.00%       5.33%
       0.00%      10.34%
       0.00%       4.12%
       0.00%       9.68%
       0.00%      20.24%
       0.00%      17.27%
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account One
Pro Forma Inception to Date Returns
As of 12/31/98
                                                                                                            Incept
                                                                                    Incept       Less:    Annualized    Less:    
                                            Portfolio    Sub-Account              Annualized    M & E /      Non-     Contract   
                                              Incept       Incept                  Portfolio     Admin     Standard    Annual    
                                               Date         Date                    Return       Fees       Return       Fee     
                                           ---------------------------            -----------------------------------------------

<S>                                             <C>  <C>       <C> <C>                  <C>         <C>        <C>         <C>   
GACC Money Market                               10/1/87        6/3/96                   5.78%       1.40%      4.38%       0.10% 
AIM Value                                        5/5/93      12/31/97                  21.90%       1.40%     20.50%       0.10% 
AIM Capital Appreciation                         5/5/93      12/31/97                  18.77%       1.40%     17.37%       0.10% 
AIM International Equity                         5/2/93      12/31/97                  13.36%       1.40%     11.96%       0.10% 
Alliance Premier Growth                         6/26/92      12/31/97                  25.42%       1.40%     24.02%       0.10% 
Alliance Real Estate Investment                  1/9/97      12/31/97                  -0.06%       1.40%     -1.46%       0.10% 
Liberty Newport Tiger                            5/1/95      12/31/97                  -5.01%       1.40%     -6.41%       0.10% 
Kemper Dreman High Return                        5/4/98       5/15/98                   2.80%       0.92%      1.88%       0.10% 
Kemper Small Cap Growth                          5/2/94      12/31/97                  24.20%       1.40%     22.80%       0.10% 
Kemper Small Cap Value                           5/1/96      12/31/97                   3.65%       1.40%      2.25%       0.10% 
Kemper Government Securities                     9/3/87      12/31/97                   8.37%       1.40%      6.97%       0.10% 
MFS Bond                                       10/24/95       5/15/98                   6.90%       1.40%      5.50%       0.10% 
MFS Research                                    7/26/95      12/31/97                  22.52%       1.40%     21.12%       0.10% 
MFS Growth with Income                          10/9/95      12/31/97                  25.98%       1.40%     24.58%       0.10% 
MFS Emerging Growth                             7/24/95      12/31/97                  26.55%       1.40%     25.15%       0.10% 
MFS F&C Emerging Markets                       10/16/97      12/31/97                 -34.51%       1.40%    -35.91%       0.10% 
MFS High Income                                 7/26/95      12/31/97                   8.77%       1.40%      7.37%       0.10% 
MFS World Governments                           6/14/94      12/31/97                   5.57%       1.40%      4.17%       0.10% 
Oppenheimer Growth                               4/3/85      12/31/97                  16.85%       1.40%     15.45%       0.10% 
Oppenheimer Growth & Income                      7/5/95      12/31/97                  27.00%       1.40%     25.60%       0.10% 
Oppenheimer High Income                         4/30/86      12/31/97                  12.71%       1.40%     11.31%       0.10% 
Oppenheimer Bond                                 4/3/85      12/31/97                   9.28%       1.40%      7.88%       0.10% 
Oppenheimer Strategic Bond                       5/3/93      12/31/97                   6.79%       1.40%      5.39%       0.10% 
Templeton International                          5/1/92        5/1/98                  14.17%       1.40%     12.77%       0.10% 
Templeton Developing Markets                     3/4/96        5/1/98                 -20.25%       1.40%    -21.65%       0.10% 
Templeton Bond                                  8/24/88        3/1/99                   7.45%       1.40%      6.05%       0.10% 
Franklin Small Cap Investments                   5/1/98        3/1/99                  -7.70%       0.94%     -8.64%       0.10% 
Templeton Stock                                 8/24/88       1/19/99                  12.23%       1.40%     10.83%       0.10% 
Franklin Growth Investments                      5/1/98        3/1/99                  13.40%       0.94%     12.46%       0.10% 
Fidelity Growth                                 10/9/86       2/17/98                  19.41%       1.40%     18.01%       0.10% 
Fidelity Contrafund                              1/3/95       2/17/98                  28.62%       1.40%     27.22%       0.10% 
Fidelity Growth Opportunities                    1/3/95       2/17/98                  26.23%       1.40%     24.83%       0.10% 
Fidelity Growth & Income                       12/31/96       2/17/98                  29.14%       1.40%     27.74%       0.10% 
Fidelity Equity-Income                          10/9/86       2/17/98                  15.62%       1.40%     14.22%       0.10% 
</TABLE>



<TABLE>
<CAPTION>
               Incept
    Less:    Annualized
 Withdrawal   Standard
     Fee       Return
- -------------------------

       <S>         <C>  
       0.00%       4.28%
       0.00%      20.40%
       0.00%      17.27%
       0.00%      11.86%
       0.00%      23.92%
       4.50%      -6.06%
       4.50%     -11.01%
       5.00%      -3.22%
       4.50%      18.20%
       4.50%      -2.35%
       0.00%       6.87%
       4.50%       0.90%
       4.50%      16.52%
       4.50%      19.98%
       4.50%      20.55%
       4.50%     -40.51%
       4.50%       2.77%
       4.50%      -0.43%
       0.00%      15.35%
       4.50%      21.00%
       0.00%      11.21%
       0.00%       7.78%
       0.00%       5.29%
       0.00%      12.67%
       4.50%     -26.25%
       0.00%       5.95%
       5.00%     -13.74%
       0.00%      10.73%
       5.00%       7.36%
       0.00%      17.91%
       4.50%      22.62%
       4.50%      20.23%
       4.50%      23.14%
       0.00%      14.12%
</TABLE>




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