COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1999-08-02
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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 19 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 18 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios.

AIM Variable Insurance Funds, Inc.:
     Managed by A I M Advisors, Inc.
         AIM V.I. Capital Appreciation
         AIM V.I. Value
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
General American Capital Company:
     Managed by Conning Asset Management Company
         Money Market
Templeton Variable Products Series Fund, Class 1 Shares:
     Managed by Franklin Advisers, Inc.
         Franklin Growth Investments
         Franklin Small Cap Investments
     Managed by Templeton Investment Counsel, Inc.
         Templeton Bond
         Templeton International
         Templeton Stock

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 20 of this  prospectus.  For a free
copy of the SAI, call us at (800) 523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.

 The Contracts:

o    are not bank deposits

o    are not federally insured

o    are not endorsed by any bank or government agency

o    are not guaranteed and may be subject to loss of principal

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

May 1, 1999




TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     2

  SUMMARY                                                    3

  FEE TABLE                                                  5

  EXAMPLES                                                   7

  1. THE ANNUITY CONTRACT                                    9

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                     9
     Annuity Date                                            9
     Annuity Payments                                        9
     Annuity Options                                         9

  3. PURCHASE                                               10
     Purchase Payments                                      10
     Allocation of Purchase Payments                        10
     Free Look                                              10
     Accumulation Units                                     10

  4. INVESTMENT OPTIONS                                     11
     AIM Variable Insurance Funds, Inc.                     11
     Cova Series Trust                                      11
     General American Capital Company                       11
     Templeton Variable Products Series Fund                11
     Transfers                                              11
     Dollar Cost Averaging Program                          12
     Automatic Rebalancing Program                          12
     Approved Asset Allocation Programs                     12
     Voting Rights                                          13
     Substitution                                           13

  5. EXPENSES                                               13
     Insurance Charges                                      13
     Contract Maintenance Charge                            13
     Withdrawal Charge                                      13
     Reduction or Elimination of the
        Withdrawal Charge                                   14
     Premium Taxes                                          14
     Transfer Fee                                           14
     Income Taxes                                           14
     Investment Portfolio Expenses                          14

  6. TAXES                                                  14
     Annuity Contracts in General                           14
     Qualified and Non-Qualified Contracts                  15
     Withdrawals - Non-Qualified Contracts                  15
     Withdrawals - Qualified Contracts                      15
     Withdrawals - Tax-Sheltered Annuities                  15
     Diversification                                        15

  7. ACCESS TO YOUR MONEY                                   16
     Systematic Withdrawal Program                          16
     Suspension of Payments or Transfers                    16

  8. PERFORMANCE                                            16

  9. DEATH BENEFIT                                          17
     Upon Your Death                                        17
     Death of Annuitant                                     19

10. OTHER INFORMATION                                       19
     Cova                                                   19
     Year 2000                                              19
     The Separate Account                                   19
     Distributor                                            20
     Ownership                                              20
     Beneficiary                                            20
     Assignment                                             20
     Financial Statements                                   20

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      20

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B
Performance Information                                    B-1

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

Accumulation Phase                                           9
Accumulation Unit                                           10
Annuitant                                                    9
Annuity Date                                                 9
Annuity Options                                              9
Annuity Payments                                             9
Annuity Unit                                                10
Beneficiary                                                 20
Fixed Account                                                9
Income Phase                                                 9
Investment Portfolios                                       11
Joint Owner                                                 20
Non-Qualified                                               15
Owner                                                       20
Purchase Payment                                            10
Qualified                                                   15
Tax Deferral                                                14




SUMMARY

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


1. THE ANNUITY CONTRACT:

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

This contract offers 18 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.



2. ANNUITY PAYMENTS (THE INCOME PHASE):

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



3. HOW TO PURCHASE THE CONTRACT:

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



4. INVESTMENT OPTIONS:

You  can put  your  money  in the  following  investment  portfolios  which  are
described  in  the  prospectuses  for  the  funds.  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. Value

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

GENERAL AMERICAN CAPITAL COMPANY:
MANAGED BY CONNING ASSET
MANAGEMENT COMPANY
   Money Market

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

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

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



5. EXPENSES:

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

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

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

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

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

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

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

6. TAXES:

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


7. ACCESS TO YOUR MONEY:

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


8. DEATH BENEFIT:

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



9. OTHER INFORMATION:

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

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

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

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

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

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



10. INQUIRIES:

If you need more information, please contact us at:

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


COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE
The purpose of the Fee Table is to show you the various  expenses you will incur
directly or indirectly with the contract.

The Fee Table reflects expenses of the Separate Account as well as of the
investment portfolios.

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

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

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


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





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


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

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

Cova Series Trust (a)
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(b)                                   .65%                     .07%                 .72%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





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


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

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

Templeton Variable Products Series Fund, Class 1 Shares
Managed by Franklin Advisers, Inc.
       Franklin Growth Investments (c)                                    .00%                     1.00%               1.00%
       Franklin Small Cap Investments (c)                                 .15%                     .85%                1.00%
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.
       Templeton Bond                                                     .50%                     .23%                 .73%
       Templeton International                                            .69%                     .17%                 .86%
       Templeton Stock                                                    .70%                     .19%                 .89%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Since May 1, 1996, Cova has been  reimbursing  the investment  portfolios of
Cova Series Trust for all operating expenses  (exclusive of the management fees)
in excess of  approximately  .10%.  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  and
1.70% for the Developing Growth Portfolio.

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

(c) 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; and 0.75%,  1.00% and 1.75% for the Franklin Small Cap
Investments Fund.
</FN>
</TABLE>




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

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

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

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

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc..
<S>                                                   <C>             <C>               <C>              <C>
       AIM V.I. Capital Appreciation              (a) $71.99      (a) $112.73       (a) $160.90      (a) $247.97
                                                  (b) $21.99      (b) $ 67.73       (b) $115.90      (b) $247.97
       AIM V.I. 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
- ------------------------------------------------------------------------------------------------------------------------------------

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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>






<TABLE>
<CAPTION>
Examples (continued)
                                                                          Time Periods
                                                  1 year          3 years           5 years          10 years
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
<S>                                                   <C>             <C>               <C>              <C>
       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
- ------------------------------------------------------------------------------------------------------------------------------------

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 Templeton Investment Counsel, Inc.
       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
- ------------------------------------------------------------------------------------------------------------------------------------
</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.



1.   THE ANNUITY CONTRACT

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

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Cova),  where the insurance  company promises to pay an income to you,
in the form of annuity  payments.  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."


2.   ANNUITY PAYMENTS (THE INCOME PHASE)


Annuity Date

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

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

Annuity Payments

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

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

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

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

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

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

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

3)   the performance of the investment portfolios you selected.

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

Annuity  payments  are made  monthly  unless you have less than  $5,000 to apply
toward a payment,  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%, 662/3% or 50% of the
amount that we would have paid if both were alive.


3.   PURCHASE

Purchase Payments

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


4.   INVESTMENT OPTIONS

The contract offers 18 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. Value Fund


Cova Series Trust

Cova  Series  Trust is managed by Cova  Investment  Advisory  Corporation  (Cova
Advisory),  which is an  affiliate  of Cova.  Cova Series Trust is a mutual fund
with multiple  portfolios.  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

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

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;  and Templeton
Investment  Counsel,  Inc. is the investment manager of the Templeton Bond Fund,
the Templeton  International  Fund and the Templeton  Stock Fund.  The following
portfolios are available under the contract:

  Franklin Growth Investments Fund
  Franklin Small Cap Investments Fund
  Templeton Bond Fund
  Templeton International Fund
  Templeton Stock Fund

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

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

Transfers

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

Cova has  reserved the right during the year to terminate or modify the transfer
provisions described below, 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 21/2 months the bond
   market does very well while the stock market performs  poorly.  At the end of
   the first  quarter,  the Quality Bond  Portfolio now  represents  50% of your
   holdings  because of its  increase in value.  If you have chosen to have your
   holdings  rebalanced  quarterly,  on the first day of the next quarter,  Cova
   will sell some of your units in the Quality Bond Portfolio to bring its value
   back  to 40% and use  the  money  to buy  more  units  in the  Select  Equity
   Portfolio to increase those holdings to 60%.


Approved Asset Allocation Programs

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

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

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

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

Voting Rights

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

Substitution

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

5.   EXPENSES

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

Insurance Charges

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

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

o    10% of purchase payments free.

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

o    Earnings in the contract free.

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

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

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

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

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


Reduction or Elimination of the Withdrawal Charge

General

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

Nursing Home Waiver

After you have owned the  contract  for one year,  if you, or your joint  owner,
becomes  confined to a nursing home or hospital for at least 90 consecutive days
under a doctor's care and you need part or all of the money from your  contract,
Cova will not impose a  withdrawal  charge.  You or your joint owner cannot have
been so confined when you purchased your contract  (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.


6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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


Withdrawals - Non-Qualified Contracts

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

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

They include any amounts:

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

(2)  paid after you die;

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

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

(5)  paid under an immediate annuity; or

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

Withdrawals - Qualified Contracts

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

Withdrawals - Tax-Sheltered Annuities

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

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

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

Diversification

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

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

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

7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

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

(2)  by electing to receive annuity payments; or

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

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

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

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from  all  the  investment   portfolios  and  the  fixed  account.   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.

8.   PERFORMANCE

Cova periodically  advertises  performance of the various investment portfolios.
Cova will  calculate  performance by  determining  the percentage  change in the
value of an accumulation unit by dividing the increase  (decrease) for that unit
by the value of the  accumulation  unit at the  beginning  of the  period.  This
performance number reflects the deduction of the insurance charges.  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.

9.   DEATH BENEFIT

Upon Your Death

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

Beginning May 1, 1999,  at the time you buy the  contract,  you 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 you 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.

10.  OTHER INFORMATION

Cova

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

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

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

<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History

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

                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.

AIM V.I. Capital Appreciation Sub-Account
<S>                                                                                 <C>
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.77
     Number of Accum. Units Outstanding                                             183,488
- ------------------------------------------------------------------------------------------------------------------------------------

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

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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Accumulation Unit Value History (continued)


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by J.P. Morgan Investment Management Inc.

Select Equity Sub-Account
<S>                                                                                 <C>               <C>              <C>
     Beginning of Period                                                            $14.05            $10.84           $10.08
     End of Period                                                                   16.99             14.05            10.84
     Number of Accum. Units Outstanding                                           10,544,818         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
- ------------------------------------------------------------------------------------------------------------------------------------

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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Accumulation Unit Value History (continued)


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Variable Products Series Fund,
Class 1 Shares
Managed by Franklin Advisers, Inc.

Franklin 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
- ------------------------------------------------------------------------------------------------------------------------------------

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

Templeton International Sub-Account
<S>                                                                                 <C>
     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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accumulation unit values shown above for the beginning of the period for the
Select Equity, Small Cap Stock, International Equity, Quality Bond and 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).  Separate
Account inception dates in the other investment portfolios are as follows: Money
Market Fund - June 3, 1996;  Mid-Cap  Value,  Large Cap Research and  Developing
Growth  Portfolios - August 20, 1997; Lord Abbett Growth and Income  Portfolio -
January 8, 1999;  AIM Variable  Insurance  Funds,  Inc. - December 31, 1997; and
Templeton Variable Products Series Fund - May 1, 1998.

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.

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

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  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.

<TABLE>
<CAPTION>
Part 1 AIM Variable Insurance Funds, Inc.
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

   AIM V.I. Capital
<S>                                 <C>   <C>                   <C>            <C>                        <C>           <C>
    Appreciation                    12/31/97                    13.09%         13.09%                     17.71%        17.71%
   AIM V.I. Value                   12/31/97                    25.97%         25.97%                     30.60%        30.60%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

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

<TABLE>
<CAPTION>
Part 1 General American Capital Company
Average Annual Total Return for the period ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

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

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

<TABLE>
<CAPTION>
Part 1 Templeton Variable Products Series Fund, Class 1 Shares
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

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

<S>                                   <C> <C>                                 <C>                                         <C>
   Templeton International            5/1/98                - -               (13.65)%                - -                 (8.55)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

APPENDIX B
PERFORMANCE INFORMATION (continued)
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 AIM
Variable Insurance Funds, Inc. 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(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 affects  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.

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

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

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

<TABLE>
<CAPTION>
Part 2 AIM Variable Insurance Funds, Inc.
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------


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

                                Portfolio
                                Inception                   Since                          Since                          Since
Portfolio                       Date        1 yr   5 yrs    inception     1 yr     5 yrs   inception     1 yr     5 yrs   inception
- ------------------------------------------------------------------------------------------------------------------------------------

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




<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Part 2 General American Capital Company Money Market Fund
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------


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

                                Portfolio
                                Inception
Portfolio                       Date        1 yr   5 yrs    10 yrs        1 yr     5 yrs   10 yrs        1 yr     5 yrs   10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
Part 2 Templeton Variable Products Series Fund
Average Annual Total Return for the periods ended 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

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







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



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




Please send me, at no charge, the Statement of Additional  Information dated May
1, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




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




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




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


CL-639 (5/99)                                                         COVA VA-MO













                                      COVA
                  Cova Financial Services Life Insurance Company



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




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









CL-542 (5/99)  Policy Form Series XL-407, CL-407,XL-617,CL-617  21-VARI-MO(5/99)


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