COVA VARIABLE ANNUITY ACCOUNT ONE
485APOS, 1999-02-26
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                                                            File Nos. 33-39100
                                                                      811-5200
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No.  14                                    [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
  Amendment No. 31                                                       [X]

                      (Check appropriate box or boxes.)

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

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

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

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

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


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

   
It is proposed that this filing will become effective:

     _____  immediately upon filing pursuant to paragraph (b) of Rule 485
     _____  on (date) pursuant to paragraph (b) of Rule 485
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     __X__  on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

     _____ this post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Registered:
     Individual Variable Annuity Contracts


                               EXPLANATORY NOTE

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

This  Registration  Statement  contains  fourteen  Portfolios of the Cova Series
Trust; one Portfolio of General  American  Capital Company;  three Portfolios of
AIM Variable  Insurance  Funds;  two Portfolios of Variable  Insurance  Products
Fund;  one Portfolio of Variable  Insurance  Products Fund II; two Portfolios of
Variable Insurance Products Fund III; seven Portfolios of MFS Variable Insurance
Trust;  two Portfolios of Alliance  Variable  Products  Series Fund,  Inc.; four
Portfolios  of  Investors  Fund  Series;   one  Portfolio  of  Liberty  Variable
Investment  Trust;  five Portfolios of Oppenheimer  Variable  Account Funds; and
nine Portfolios,  Class 1 Shares,  of Templeton  Variable  Products Series Fund.
Different  versions of the  Prospectus  will be created  from this  Registration
Statement. The only differences between the versions of the Prospectuses created
from this  Registration  Statement will be the underlying funds  available.  The
distribution  system for each  version of the  Prospectus  is  different.  These
Prospectuses  will be filed with the  Commission  pursuant to Rule 497 under the
Securities  Act of 1933. The  Registrant  undertakes to update this  Explanatory
Note, as needed, each time a Post-Effective Amendment is filed.
    

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


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

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

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

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

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

Item 4.   Condensed Financial Information  . . .   Appendix A


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 19.  Purchase of Securities Being Offered .   Not Applicable

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

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

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

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



                                     PART C

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







                                     PART A


                         THE FIXED AND VARIABLE ANNUITY

                                    issued by

                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                    
                                       and

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                    

This prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova Financial Services Life Insurance Company (Cova).
   
The annuity contract has 52 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 51 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted).     

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

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

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

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


MANAGED BY MISSISSIPPI VALLEY     
ADVISORS, INC.                    
   Balanced                            
   Small Cap Equity
   Equity Income
   Growth & Income Equity
                                                                  
GENERAL AMERICAN CAPITAL                                          
COMPANY: 
MANAGED BY CONNING
ASSET MANAGEMENT COMPANY                                          
    Money Market                                                  
                                                      
INVESTORS FUND SERIES:
MANAGED BY SCUDDER KEMPER INVESTMENTS, INC.
   Kemper Small Cap Value 
   Kemper Government Securities 
   Kemper Small Cap Growth 

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

LIBERTY VARIABLE INVESTMENT TRUST:
MANAGED BY NEWPORT FUND MANAGEMENT INC.
   Newport Tiger, Variable Series

MFS VARIABLE INSURANCE TRUST:
MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
  MFS Emerging Growth 
  MFS Research 
  MFS Growth With Income 
  MFS High Income
  MFS World Governments 
  MFS/Foreign & Colonial Emerging Markets Equity (not available)
  MFS Bond 
 
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
MANAGED BY OPPENHEIMERFUNDS, INC.
   Oppenheimer High Income 
   Oppenheimer Bond 
   Oppenheimer Growth 
   Oppenheimer Growth & Income 
   Oppenheimer Strategic Bond 


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

MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
   Mutual Discovery Investments
   Mutual Shares Investments

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

MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
   Templeton Developing Markets

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

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

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

Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the Cova Fixed and Variable
Annuity Contract.
   
To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated May 1, 1999. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page __ of this  prospectus.  For a free
copy of the SAI, call us at (800) 523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.     

       
   
The Contracts:

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

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

   
May 1, 1999    

                              TABLE OF CONTENTS
   
                                                                        PAGE
INDEX OF SPECIAL TERMS

SUMMARY

FEE TABLE

EXAMPLES

THE ANNUITY CONTRACT

ANNUITY PAYMENTS (THE INCOME PHASE)

PURCHASE
Purchase Payments
Allocation of Purchase Payments
Accumulation Units

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

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

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

ACCESS TO YOUR MONEY
Systematic Withdrawal Program

PERFORMANCE

DEATH BENEFIT
Upon Your Death
Death of Annuitant

OTHER INFORMATION
Cova
Year 2000
The Separate Account
Distributor
Ownership
Beneficiary
Assignment
Suspension of Payments or Transfers
Financial Statements

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A
Condensed Financial Information

APPENDIX B
Performance Information
    



                            INDEX OF SPECIAL TERMS

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

                                                                        Page

Accumulation Phase.......................................................
Accumulation Unit........................................................
Annuitant................................................................
Annuity Date.............................................................
Annuity Options..........................................................
Annuity Payments.........................................................
Annuity Unit.............................................................
Beneficiary..............................................................
Earnings.................................................................
Fixed Account............................................................
Income Phase.............................................................
Investment Portfolios....................................................
Joint Owner..............................................................
Non-Qualified............................................................
Owner....................................................................
Purchase Payment.........................................................
Qualified................................................................
Tax Deferral.............................................................


SUMMARY

The sections in this summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.
   
THE ANNUITY CONTRACT. The fixed and variable annuity contract offered by Cova is
a contract between you, the owner, and Cova, an insurance company.  The contract
provides a means for investing on a tax-deferred basis. The contract is intended
for retirement savings or other long-term investment purposes and provides for a
death benefit and guaranteed income options.    

   
This contract offers 51 investment portfolios.  These portfolios are designed to
offer a better return than the fixed account.  However,  this is NOT guaranteed.
You can also lose your money.     

The fixed  account  offers an interest  rate that is guaranteed by the insurance
company, Cova. While your money is in the fixed account, the interest your money
will earn as well as your principal is guaranteed by Cova.
   
You can transfer  between  accounts up to 12 times a year without  charge or tax
implications.    

The  contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your contract.
   
The  amount of money  you are able to  accumulate  in your  account  during  the
accumulation phase will determine, in part, the amount of income payments during
the income phase.    
   
ANNUITY PAYMENTS (THE INCOME PHASE).  If you want to receive regular income from
your annuity, you can choose an annuity option. Once you begin receiving regular
payments, you cannot change your payment plan. During the income phase, you have
the same  investment  choices  you had during the  accumulation  phase.  You can
choose to have payments come from the fixed account,  the investment  portfolios
or  both.  If you  choose  to have  any  part of your  payments  come  from  the
investment portfolios, the dollar amount of your payments may go up or down.
    
   
HOW TO PURCHASE  THE  CONTRACT.  You can buy this  contract  with $5,000 or more
under most circumstances.  You can add $500 or more any time you like during the
accumulation  phase.  Your registered  representative  can help you fill out the
proper forms.    

INVESTMENT  OPTIONS.  You can put your  money in any or all of these  investment
portfolios which are described in the prospectuses for the funds:

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

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

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

MANAGED BY LORD, ABBETT & CO.:
   Bond Debenture
   Mid-Cap Value
   Large Cap Research
   Developing Growth
   Lord Abbett Growth and Income
                                                             
MANAGED BY MISSISSIPPI VALLEY     
ADVISORS, INC.                    
   Balanced                            
   Small Cap Equity
   Equity Income
   Growth & Income Equity
                                                                  
GENERAL AMERICAN CAPITAL                                          
COMPANY: 
MANAGED BY CONNING
ASSET MANAGEMENT COMPANY                                          
    Money Market                                                  

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

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

LIBERTY VARIABLE INVESTMENT TRUST:
MANAGED BY NEWPORT FUND MANAGEMENT INC.
   Newport Tiger, Variable Series

MFS VARIABLE INSURANCE TRUST:
MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
  MFS Emerging Growth 
  MFS Research 
  MFS Growth With Income 
  MFS High Income
  MFS World Governments 
  MFS/Foreign & Colonial Emerging Markets Equity (not available)
  MFS Bond 

OPPENHEIMER VARIABLE ACCOUNT FUNDS:
MANAGED BY OPPENHEIMERFUNDS, INC.
   Oppenheimer High Income
   Oppenheimer Bond 
   Oppenheimer Growth 
   Oppenheimer Growth & Income 
   Oppenheimer Strategic Bond 

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

MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
   Mutual Discovery Investments
   Mutual Shares Investments

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

MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
   Templeton Developing Markets

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

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

VARIABLE INSURANCE PRODUCTS FUND III:
MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
   VIP III Growth Opportunities
   VIP III Growth & Income
   (VIP, VIP II and VIP III refer to Variable Insurance
   Products Fund, Variable Insurance Products Fund II and 
   Variable Insurance Products Fund III, respectively.)
     
Depending  upon  market  conditions,  you can make or lose money in any of these
portfolios.

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

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

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

*    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the purchase payment you withdraw.

*    When you begin receiving  regular income  payments from your annuity,  Cova
     will assess a state  premium tax charge which ranges from 0%-4%,  depending
     upon the state.
   
*    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.    
   
*    There are also  investment  charges  which range from ____% to ____% of the
     average  daily  value  of  the  investment  portfolio  depending  upon  the
     investment portfolio.    

TAXES.  Your  earnings  are not taxed until you take them out. If you take money
out  during the  accumulation  phase,  earnings  come out first and are taxed as
income.  If you are  younger  than 59 1/2 when you take  money  out,  you may be
charged a 10% federal tax penalty on the  earnings.  Payments  during the income
phase are considered partly a return of your original  investment.  That part of
each payment is not taxable as income.
   
ACCESS TO YOUR MONEY. You can take money out at any time during the accumulation
phase.  After  the first  year,  you can take up to 10% of your  total  purchase
payments each year without charge from Cova. Withdrawals of purchase payments in
excess of that may be charged a  withdrawal  charge,  depending on how long your
money has been in the  contract.  However,  Cova will never  assess a withdrawal
charge on  earnings  you  withdraw.  Earnings  are  defined as the value in your
contract minus the remaining purchase payments in your contract.  Of course, you
may also have to pay income tax and a tax penalty on any money you take out.    

       

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

OTHER INFORMATION.

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

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

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

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

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

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

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

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

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

INQUIRIES.  If you need more information, please contact us at:

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



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

   
<TABLE>
<CAPTION>
<S>                                               <C>
OWNER TRANSACTION EXPENSES
Withdrawal Charge (see Note 1 below)              5% of purchase payment withdrawn

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

Contract Maintenance Charge (see Note 3 below)    $30 per contract per year
</TABLE>
    

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


   
<TABLE>
<CAPTION>
<S>                                                 <C>          <C>               <C>                     <C>
                                                                                  
INVESTMENT PORTFOLIO EXPENSES                                                   Other Expenses 
(as a percentage of the average daily net                                       (after expense
assets of an investment portfolio)                  Management                  reimbursement for       Total Annual
                                                    Fees                      certain Portfolios)     Portfolio Expenses
                                                    -----------             ----------------------  ------------------
COVA SERIES TRUST(a)
Managed by J.P. Morgan Investment Management Inc.
   Select Equity                                             .75%                         .10%              .85%
   Small Cap Stock                                           .85%                         .10%              .95%
   International Equity                                      .85%                         .10%              .95%
   Quality Bond                                              .55%                         .10%              .65%
   Large Cap Stock                                           .65%                         .10%              .75%
 Managed by Lord, Abbett & Co.
   Bond Debenture                                            .75%                         .10%              .85%
   Mid-Cap Value(b)                                         1.00%                         .10%             1.10%
   Large Cap Research(b)                                    1.00%                         .10%             1.10%
   Developing Growth(b)                                      .90%                         .10%             1.00%
   Lord Abbett Growth and Income(c)                          .65%                         .07%              .72%
Managed by Mississippi Valley Advisors, Inc.
   Balanced(d)                                              1.00%                         .10%             1.10%
   Small Cap Equity(d)                                      1.00%                         .10%             1.10%
   Equity Income(d)                                         1.00%                         .10%             1.10%
   Growth & Income Equity(d)                                1.00%                         .10%             1.10%

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

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management &
Research Company
     VIP III Growth Opportunities (e)                        .61%                         .16%              .77%
     VIP Growth (e)                                          .61%                         .08%              .69%
     VIP III Growth & Income                                 .50%                         .50%             1.00%
     VIP Equity-Income (e)                                   .51%                         .07%              .58%
     VIP II Contrafund (e)                                   .61%                         .13%              .74%
                                                      
AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.                              
   AIM V.I. Capital Appreciation(f)                          .63%                         .05%              .68%
   AIM V.I. International Equity(f)                          .75%                         .18%              .93%
   AIM V.I. Value(f)                                         .62%                         .08%              .70%

MFS VARIABLE INSURANCE TRUST
Managed by Massachusetts Financial Services Company
   MFS Emerging Growth                                      .75%                          .12%              .87%
   MFS Research                                             .75%                          .13%              .88%
   MFS Growth With Income (g)                               .75%                          .25%             1.00%
   MFS High Income (g)                                      .75%                          .25%             1.00%
   MFS World Governments (g)                                .75%                          .25%             1.00%
   MFS/Foreign & Colonial Emerging Markets Equity (g)      1.25%                          .25%             1.50%
   MFS Bond (g)                                             .60%                          .40%             1.00%

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Managed by Alliance Capital Management L.P.
   Premier Growth (h)                                      1.00%                          .08%             1.08%
   Real Estate Investment (i)(j)                              0%                          .95%              .95%

INVESTORS FUND SERIES
Managed by Scudder Kemper Investments, Inc.
   Kemper Small Cap Value                                  .75%                           .09%              .84%
   Kemper Government Securities                            .55%                           .09%              .64%
   Kemper Small Cap Growth                                 .65%                           .06%              .71%

Managed by Dreman Value Management, L.L.C.
   Kemper-Dreman High Return Equity (k)                    .75%                           .12%              .87%

LIBERTY VARIABLE INVESTMENT TRUST
Managed by Newport Fund Management Inc.
   Newport Tiger, Variable Series                          .90%                           .37%             1.27%

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Managed by OppenheimerFunds, Inc.                          
   Oppenheimer High Income                                  .75%                          .07%              .82%
   Oppenheimer Bond                                         .73%                          .05%              .78%
   Oppenheimer Growth                                       .73%                          .02%              .75%
   Oppenheimer Growth & Income                              .75%                          .08%              .83%
   Oppenheimer Strategic Bond                               .75%                          .08%              .83%

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 
SHARES
Managed by Franklin Advisers, Inc.
   Franklin Growth Investments(l)                           .40%                          .60%             1.00%
   Franklin Small Cap Investments(m)                        .40%                          .60%             1.00%

Managed by Franklin Mutual Advisers, Inc.
   Mutual Discovery Investments(n)                          .40%                          .60%             1.00%
   Mutual Shares Investments(o)                             .40%                          .60%             1.00%

Managed by Templeton Investment Counsel, Inc.
   Templeton Asset Allocation(p)                            .60%                          .18%              .78%
   Templeton Bond                                           .50%                          .18%              .68%
   Templeton International(p)                               .69%                          .19%              .88%
   Templeton Stock(p)                                       .69%                          .19%              .88%

Managed by Templeton Asset Management Ltd.
   Templeton Developing Markets                            1.25%                          .33%             1.58%
</TABLE>
    

                                                         
     (a)  Since  August  20,  1990,  Cova has been  reimbursing  the  investment
portfolios  of Cova Series Trust for all  operating  expenses  (exclusive of the
management   fees)  in  excess  of  approximately   .10%.   Absent  the  expense
reimbursement and management fee waiver,  the percentages shown for total annual
portfolio  expenses  (on an  annualized  basis)  for the  year or  period  ended
December 31, 1997 would have been 1.00% for the Select Equity  Portfolio,  1.39%
for the Small Cap Stock Portfolio, 1.53% for the International Equity Portfolio,
1.08% for the Quality Bond Portfolio,  1.08% for the Large Cap Stock  Portfolio,
1.07% for the Bond Debenture  Portfolio,  8.41% for the Mid-Cap Value Portfolio,
10.04% for the Large Cap Research  Portfolio,  9.00% for the  Developing  Growth
Portfolio,  3.81% for the  Balanced  Portfolio,  3.97% for the Small Cap  Equity
Portfolio,  3.58% for the  Equity-Income  Portfolio  and 3.51% for the  Growth &
Income Equity Portfolio.

     (b) Annualized. The Portfolio commenced investment operations on August 20,
1997.

     (c) Estimated.  The Portfolio commenced  investment  operations on or about
January 8, 1999.

     (d)Annualized.  The Portfolio  commenced  investment  operations on July 1,
1997.

     (e) A portion of the brokerage  commissions that certain funds pay was used
to  reduce  fund  expenses.  In  addition,   certain  funds  have  entered  into
arrangements  with their custodian and transfer agent whereby interest earned on
uninvested  cash  balances  was used to  reduce  custodian  and  transfer  agent
expenses.  Including these reductions, the total operating expenses presented in
the table would have been .56% for the VIP Equity-Income Portfolio, .67% for the
VIP Growth Portfolio,  .71% for the VIP II Contrafund Portfolio and .76% for the
VIP III Growth Opportunities Portfolio.

     (f) A I M Advisors, Inc. ("AIM") may from time to time voluntarily waive or
reduce its respective fees. Effective May 1, 1998, the Funds reimburse AIM in an
amount up to 0.25% of the  average net asset  value of each Fund,  for  expenses
incurred  in  providing,  or assuring  that  participating  insurance  companies
provide, certain administrative services. Currently, the fee only applies to the
average  net asset  value of each Fund in excess of the net asset  value of each
Fund as calculated on April 30, 1998.

     (g) The adviser  has agreed to bear  expenses  for the  Series,  subject to
reimbursement by the Series,  so that the Series' "Other Expenses" do not exceed
 .25%  (.40%  with  respect  to  the  MFS  Bond  Series)  annually.  Absent  such
reimbursement,  "Total Annual  Portfolio  Expenses"  would be: 1.10% for the MFS
Growth With  Income  Series;  1.15% for the MFS High  Income  Series and the MFS
World Governments Series;  3.58% for the MFS Bond Series and are estimated to be
5.92% for the MFS/Foreign & Colonial Emerging Markets Equity Series.

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

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

     (j) Annualized.

     (k) Other Expenses have been estimated for the first year.  

     (l) The investment  manager has agreed in advance to waive  management fees
and make  certain  payments to reduce Fund  expenses as  necessary so that Total
Annual  Portfolio  Expenses do not exceed 1.00% of the Fund's Class 1 net assets
through 1998. The investment  manager may end this  arrangement at a later date.
Estimated  Management Fees,  Other Expenses and Total Annual Portfolio  Expenses
before any waivers would be 0.60%, 0.60% and 1.20%, respectively.

     (m) The investment  manager has agreed in advance to waive  management fees
and make  certain  payments to reduce Fund  expenses as  necessary so that Total
Annual  Portfolio  Expenses do not exceed 1.00% of the Fund's Class 1 net assets
through 1998. The investment  manager may end this  arrangement at a later date.
Estimated  Management Fees,  Other Expenses and Total Annual Portfolio  Expenses
before any waivers would be 0.75%, 0.60% and 1.35%, respectively.

     (n) The investment  manager has agreed in advance to waive  management fees
and make  certain  payments to reduce Fund  expenses as  necessary so that Total
Annual  Portfolio  Expenses do not exceed 1.00% of the Fund's Class 1 net assets
through 1998. The investment  manager may end this  arrangement at a later date.
Estimated  Management Fees,  Other Expenses and Total Annual Portfolio  Expenses
before any waivers would be 0.80%, 0.60% and 1.40%, respectively.

     (o) The investment  manager has agreed in advance to waive  management fees
and make  certain  payments to reduce Fund  expenses as  necessary so that Total
Annual  Portfolio  Expenses do not exceed 1.00% of the Fund's Class 1 net assets
through 1998. The investment  manager may end this  arrangement at a later date.
Estimated  Management Fees,  Other Expenses and Total Annual Portfolio  Expenses
before any waivers would be 0.60%, 0.60% and 1.20%, respectively.

     (p) Management Fees and Total Annual Portfolio  Expenses have been restated
to reflect the management fee schedule  approved by  shareholders  and effective
May 1, 1997. Actual  Management Fees and Total Annual Portfolio  Expenses before
May 1, 1997 were lower.
        
EXAMPLES:
   
The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

For purposes of the examples, the assumed average contract size is $30,000.
    
You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on assets:
   
     (a) if you surrender the contract at the end of each time period;
     (b) if you do not surrender the contract or if you apply the contract value
         to an annuity option.    
   
<TABLE>
<CAPTION>
<S>                                                <C>         <C>          <C>           <C>
                                                                Time         Periods
                                                     1 year     3 years      5 years      10 years
                                                     ------     -------      -------      --------
COVA SERIES TRUST
Managed by J.P. Morgan Investment Management Inc.
   Select Equity                                   (a) $73.80  (a) $118.16   (a) $169.99   (a) $266.24
                                                   (b) $23.80  (b) $ 73.16   (b) $124.99   (b) $266.24
   Small Cap Stock                                 (a) $74.80  (a) $121.17   (a) $175.00   (a) $276.23
                                                   (b) $24.80  (b) $ 76.17   (b) $130.00   (b) $276.23
   International Equity                            (a) $74.80  (a) $121.17   (a) $175.00   (a) $276.23
                                                   (b) $24.80  (b) $ 76.17   (b) $130.00   (b) $276.23
   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) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $
   Large Cap Research                              (a) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $
   Developing Growth                               (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
   Lord Abbett Growth and Income                   (a) $72.80  (a) $115.15   (a) $         (a) $
                                                   (b) $22.80  (b) $ 70.15   (b) $         (b) $
Managed by Mississippi Valley Advisors, Inc.
   Balanced                                        (a) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $
   Small Cap Equity                                (a) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $
   Equity Income                                   (a) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $
   Growth & Income Equity                          (a) $76.30  (a) $125.66   (a) $         (a) $
                                                   (b) $26.30  (b) $ 80.66   (b) $         (b) $

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset Management Company
   Money Market                                    (a) $67.31  (a) $ 98.54   (a) $137.02   (a) $199.08
                                                   (b) $17.31  (b) $ 53.54   (b) $ 92.02   (b) $199.08

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management & 
Research Company
VIP III Growth Opportunities                       (a) $73.00  (a) $115.75   (a) $         (a) $
                                                   (b) $23.00  (b) $ 70.75   (b) $         (b) $
VIP Growth                                         (a) $72.19  (a) $113.33   (a) $         (a) $
                                                   (b) $22.19  (b) $ 68.33   (b) $         (b) $
VIP III Growth & Income                            (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
VIP Equity-Income                                  (a) $71.09  (a) $110.00   (a) $         (a) $
                                                   (b) $21.09  (b) $ 65.00   (b) $         (b) $
VIP II Contrafund                                  (a) $72.69  (a) $114.84   (a) $         (a) $
                                                   (b) $22.69  (b) $ 69.84   (b) $         (b) $

AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.     
AIM V.I. Capital Appreciation                      (a) $72.09  (a) $113.03   (a) $         (a) $
                                                   (b) $22.09  (b) $ 68.03   (b) $         (b) $
AIM V.I. International Equity                      (a) $74.60  (a) $120.57   (a) $         (a) $
                                                   (b) $24.60  (b) $ 75.57   (b) $         (b) $
AIM V.I. Value                                     (a) $72.29  (a) $113.63   (a) $         (a) $
                                                   (b) $22.29  (b) $ 68.63   (b) $         (b) $

MFS VARIABLE INSURANCE TRUST
Managed by Massachusetts Financial Services Company
MFS Emerging Growth                                (a) $74.00  (a) $118.76   (a) $         (a) $
                                                   (b) $24.00  (b) $ 73.76   (b) $         (b) $
MFS Research                                       (a) $74.10  (a) $119.07   (a) $         (a) $
                                                   (b) $24.10  (b) $ 74.07   (b) $         (b) $
MFS Growth with Income                             (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
MFS High Income                                    (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
MFS World Governments                              (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
MFS/Foreign & Colonial Emerging
 Markets Equity                                    (a) $80.29  (a) $137.54   (a) $         (a) $
                                                   (b) $30.29  (b) $ 92.54   (b) $         (b) $
MFS Bond                                           (a) $75.30  (a) $122.67   (a) $         (a) $
                                                   (b) $25.30  (b) $ 77.67   (b) $         (b) $
ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC.

    Managed by Alliance Capital
    Management L.P.

    Premier Growth                                 (a)$76.10   (a)$125.06    (a) $         (a) $  
                                                   (b)$26.10   (b)$ 80.06    (b) $         (b) $   
    Real Estate Investment                         (a)$74.80   (a)$121.17    (a) $         (a) $
                                                   (b)$24.80   (b)$ 76.17    (b) $         (b) $

INVESTORS FUND SERIES

    Managed by Scudder Kemper Investments, Inc.

    Kemper Small Cap Value                         (a)$73.70   (a)$117.86    (a) $         (a) $
                                                   (b)$23.70   (b)$ 72.86    (b) $         (b) $
    Kemper Government Securities                   (a)$71.69   (a)$111.82    (a) $         (a) $
                                                   (b)$21.69   (b)$ 66.82    (b) $         (b) $
    Kemper Small Cap Growth                        (a)$72.39   (a)$113.94    (a) $         (a) $
                                                   (b)$22.39   (b)$ 68.94    (b) $         (b) $
    Managed by Dreman Value Management, L.L.C.

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

LIBERTY VARIABLE INVESTMENT TRUST

   Managed by Newport Fund Management Inc.

   Newport Tiger, Variable Series                 (a)$78.00    (a)$130.73    (a) $         (a) $
                                                  (b)$28.00    (b)$ 85.73    (b) $         (b) $

OPPENHEIMER VARIABLE ACCOUNT FUNDS

    Managed by OppenheimerFunds, Inc.

    Oppenheimer High Income                        (a)$73.50   (a)$117.26    (a) $         (a) $
                                                   (b)$23.50   (b)$ 72.26    (b) $         (b) $
    Oppenheimer Bond                               (a)$73.10   (a)$116.05    (a) $         (a) $
                                                   (b)$23.10   (b)$ 71.05    (b) $         (b) $
    Oppenheimer Growth                             (a)$72.80   (a)$115.15    (a) $         (a) $
                                                   (b)$22.80   (b)$ 70.15    (b) $         (b) $
    Oppenheimer Growth & Income                    (a)$73.60   (a)$117.56    (a) $         (a) $ 
                                                   (b)$23.60   (b)$ 72.56    (b) $         (b) $
    Oppenheimer Strategic Bond                     (a)$73.60   (a)$117.56    (a) $         (a) $
                                                   (b)$23.60   (b)$ 72.56    (b) $         (b) $

TEMPLETON VARIABLE PRODUCTS SERIES FUND,
CLASS 1 SHARES

    Managed by Franklin Advisers, Inc.
 
    Franklin Growth Investments                    (a)$75.30   (a)$122.67    (a) $         (a) $
                                                   (b)$25.30   (b)$ 77.67    (b) $         (b) $
    Franklin Small Cap Investments                 (a)$75.30   (a)$122.67    (a) $         (a) $
                                                   (b)$25.30   (b)$ 77.67    (b) $         (b) $
  
    Managed by Franklin Mutual Advisers, Inc.

    Mutual Discovery Investments                   (a)$75.30   (a)$122.67    (a) $         (a) $
                                                   (b)$25.30   (b)$ 77.67    (b) $         (b) $
    Mutual Shares Investments                      (a)$75.30   (a)$122.67    (a) $         (a) $
                                                   (b)$25.30   (b)$ 77.67    (b) $         (b) $

    Managed by Templeton Investment Counsel, Inc.  

    Templeton Asset Allocation                     (a)$73.10   (a)$116.05    (a) $         (a) $
                                                   (b)$23.10   (b)$ 71.05    (b) $         (b) $
    Templeton Bond                                 (a)$72.09   (a)$113.03    (a) $         (a) $
                                                   (b)$22.09   (b)$ 68.03    (b) $         (b) $
    Templeton International                        (a)$74.10   (a)$119.07    (a) $         (a) $
                                                   (b)$24.10   (b)$ 74.07    (b) $         (b) $
    Templeton Stock                                (a)$74.10   (a)$119.07    (a) $         (a) $
                                                   (b)$24.10   (b)$ 74.07    (b) $         (b) $
    
    Managed by Templeton Asset Management Ltd.

    Templeton Developing Markets                   (a)$81.08   (a)$139.90    (a) $         (a) $
                                                   (b)$31.08   (b)$ 94.90    (b) $         (b) $
</TABLE>
    

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

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

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

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

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

THE ANNUITY CONTRACT

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

   
The Contract  benefits  from tax deferral.  Tax deferral  means that you are not
taxed on earnings or  appreciation on the assets in your contract until you take
money out of your contract.    
   
The  contract  is called a variable annuity  because  you can  choose  among the
investment  portfolios and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract also  depends, in part, on the investment performance of the investment
portfolios you select for the income phase.    

The contract also contains a fixed account. The fixed account offers an interest
rate that is guaranteed by Cova. Cova guarantees that the interest rate credited
to the fixed account will not be less than 3% per year with respect to contracts
issued on or after May 1, 1996. If you select the fixed account, your money will
be  placed  with the  other  general  assets of Cova.  If you  select  the fixed
account,  the amount of money you are able to accumulate in your contract during
the  accumulation  phase  depends  upon  the  total  interest  credited  to your
contract. The amount of the annuity payments you receive during the income phase
from the fixed account  portion of the contract will remain level for the entire
income phase.
   
As owner of the  contract,  you  exercise  all  interest  and  rights  under the
contract. You can change the owner at any time by notifying Cova in writing. You
and your spouse can be named joint owners. We have described more information on
this under "Other Information."    
   
ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one month after you buy the contract.
    
Annuity Payments
   
You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity payments.

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

* fixed account,

* the investment  portfolio(s) or 

* a combination of both. 

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

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

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

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

3)   the performance of the investment portfolios you selected.

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

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

Annuity Options

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

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

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

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

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





PURCHASE

PURCHASE PAYMENTS

   
A  purchase  payment  is the money you give us to  purchase  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 of General American Capital Company for 15 days
before we allocate your first purchase  payment to the  investment  portfolio(s)
you have selected.  (In some states, the period may be longer.) In such case, we
will refund the  greater of purchase  payments  (less  withdrawals)  or contract
value.  Currently,   Cova  directly  allocates  your  purchase  payment  to  the
investment portfolios and/or fixed account you select.    

ACCUMULATION UNITS

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

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

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

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

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

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

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

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

EXAMPLE:

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

INVESTMENT OPTIONS
   

The contract offers 51 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.

COVA SERIES TRUST

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

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

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

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

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

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

Balanced Portfolio
Small Cap Equity Portfolio
Equity Income Portfolio
Growth & Income Equity Portfolio

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

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

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

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

   Variable Insurance Products Fund II:
      VIP II Contrafund Portfolio 

   Variable Insurance Products Fund III:
      VIP III Growth Opportunities Portfolio
      VIP III Growth & Income Portfolio

AIM VARIABLE INSURANCE FUNDS, INC.

AIM  Variable  Insurance  Funds,  Inc. is a management  investment  company with
multiple  portfolios.  A I M Advisors,  Inc. is the  investment  adviser to each
portfolio. The following portfolios are available under the contract:
  
   AIM V.I. Capital Appreciation Fund
   AIM V.I. International Equity Fund
   AIM V.I. Value Fund

MFS VARIABLE INSURANCE TRUST

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

   MFS Emerging Growth Series
   MFS Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS World Governments Series
   MFS/Foreign & Colonial Emerging Markets Equity Series (not available)
   MFS Bond Series

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

INVESTORS FUND SERIES

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

     Kemper Small Cap Value Portfolio
     Kemper Government Securities Portfolio
     Kemper Small Cap Growth Portfolio
     Kemper-Dreman High Return Equity Portfolio


LIBERTY VARIABLE INVESTMENT TRUST

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

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

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

TEMPLETON VARIABLE PRODUCTS SERIES FUND

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

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

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.

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

EXAMPLE:

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

APPROVED ASSET ALLOCATION PROGRAMS

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

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

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

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

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

SUBSTITUTION

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

EXPENSES

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

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

* the mortality and expense risk premium and 

* the administrative expense charge.    

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

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

CONTRACT MAINTENANCE CHARGE

During the  accumulation  phase,  every year on the anniversary of the date when
your  contract  was issued,  Cova  deducts $30 from your  contract as a contract
maintenance charge. (In South Carolina, the charge is the lesser of $30 or 2% of
the value of the  contract.)  This charge is for  administrative  expenses  (see
above). This charge 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, 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.  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 charges is shown below.

     *    10% of purchase payments free.

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

     *    Earnings in the contract free.

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

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

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

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

General:

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

Nursing Home Waiver:

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

PREMIUM TAXES

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

TRANSFER FEE

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

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

INCOME TAXES

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

INVESTMENT PORTFOLIO EXPENSES

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

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

ANNUITY CONTRACTS IN GENERAL

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

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

You, as the owner,  will not be taxed on increases in the value of your contract
until a  distribution  occurs - either as a withdrawal  or as annuity  payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For annuity payments, different rules apply. A portion of each annuity
payment is treated as a partial return of your purchase payments and will not be
taxed. The remaining  portion of the annuity payment will be treated as ordinary
income.  How the annuity  payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the annuity payments are expected to
be made.  Annuity payments received after you have received all of your purchase
payments are fully includible in income.
   
When a non-qualified contract is owned by a non-natural person (e.g.,corporation
or certain  other  entities  other than a trust holding the contract as an agent
for a natural person),  the contract will generally not be treated as an annuity
for tax purposes.    

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your contract
is referred to as a non-qualified contract.
   
If you purchase the contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension  and  profit-sharing  plans,  which  include  401(k)  plans and H.R.  10
plans.    

WITHDRAWALS - NON-QUALIFIED CONTRACTS

If you make a withdrawal  from your contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.
   
The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty.  They include any amounts:  

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

(2)  paid after you die;

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

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

(5)  paid under an immediate annuity; or

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

WITHDRAWALS - QUALIFIED CONTRACTS

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

WITHDRAWALS - TAX-SHELTERED ANNUITIES
   
The Code limits the withdrawal of purchase  payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: 

(1)  reaches age 59 1/2;

(2)  leaves his/her job;

(3)  dies;

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

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

DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract. Cova believes that the investment portfolios are being managed
so as to comply with the requirements.
   
Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered  the owner of the  shares of the  investment  portfolios.  If 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  investment
portfolios.    

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

ACCESS TO YOUR MONEY

You can have access to the money in your contract:  

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

(2)  by electing to receive annuity payments; or

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

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.
   
When you make a complete withdrawal you will receive the withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

*    less any applicable withdrawal charge,

*    less any premium tax, and

*    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from  all  the  investment   portfolios  and  the  fixed  account.   Under  most
circumstances,  the amount of any partial  withdrawal must be for at least $500.
Cova requires that after a partial  withdrawal is made you keep at least $500 in
any selected investment  portfolio.  If the remaining  withdrawal value would be
less than  $500  after you make a partial  withdrawal,  the  partial  withdrawal
amount will be the remaining withdrawal value ($1,000 in New Jersey).    
   
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 Section 6. 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 Section 5. Expenses.    
   
INCOME TAXES,  TAX PENALTIES  AND CERTAIN  RESTRICTIONS  MAY APPLY TO SYSTEMATIC
WITHDRAWALS.    

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

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

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

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

PERFORMANCE

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

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

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

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

DEATH BENEFIT

UPON YOUR DEATH

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

   
Beginning May 1, 1998,  at the time you buy the  contract,  you can select Death
Benefit  Option A or B. If no option is  chosen 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  endorsements  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.    

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,  (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,  (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 sum of 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.
       
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.

DEATH OF ANNUITANT

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

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

OTHER INFORMATION

COVA

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

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

YEAR 2000

Cova has developed and initiated plans to assure that its computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.
   
Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are not  expected to have a
material  effect on Cova's  financial  position or results of  operations.  Cova
believes  that it has taken all  reasonable  steps to  address  these  potential
problems.  There can be no  guarantee,  however,  that the steps  taken  will be
adequate to avoid any adverse impact.    

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

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

DISTRIBUTOR

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid  commissions  up to 5.5% of purchase  payments but,
under  certain  circumstances,   may  be  paid  an  additional  .5%  commission.
Sometimes,  Cova  enters into an  agreement  with the  broker-dealer  to pay the
broker-dealer  persistency bonuses, in addition to the standard commissions.


OWNERSHIP
   
OWNER. You, as the owner of the contract, have all the interest and rights under
the contract.  Prior to the annuity date, the owner is as designated at the time
the  contract is issued,  unless  changed.  On and after the annuity  date,  the
annuitant is the owner.  The beneficiary  becomes the owner when a death benefit
is payable. When this occurs, some ownership rights may be limited.
    
JOINT OWNER. The contract can be owned by joint owners.  Any joint owner must be
the spouse of the other owner (except in Pennsylvania). Upon the death of either
joint owner, the surviving spouse will be the designated beneficiary.  Any other
beneficiary  designation at the time the contract was issued or as may have been
later  changed  will be treated as a  contingent  beneficiary  unless  otherwise
indicated.

BENEFICIARY

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

ASSIGNMENT

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

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

FINANCIAL STATEMENTS

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



         TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Company

Experts

Legal Opinions

Distribution

Calculation of Performance Information

Federal Tax Status

Annuity Provisions

Financial Statements

                                  APPENDIX A

CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE HISTORY

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




   
<TABLE>
<CAPTION>
                                    Year or        Year or      Year or     Year or     Year or     Year or     Year or     Year or
                                    Period         Period       Period      Period      Period      Period      Period      Period
                                    Ended          Ended        Ended       Ended       Ended       Ended       Ended       Ended
                                    12/31/98       12/31/97    12/31/96    12/31/95    12/31/94    12/31/93    12/31/92    12/31/91
                                    ----------     ----------- -----------  ----------  ----------  ----------  ----------  --------

COVA SERIES TRUST                                 

Managed by Lord, Abbett & Co.                     
                                                  
Bond Debenture Sub-Account                           
<S>                                 <C>             <C>        <C>                                                                  
Beginning of Period                 $12.88          $11.29     $    10.10         *           *           *           *         *   
End of Period                                       $12.88          11.29
Number of Accum. Units Outstanding                3,945,097        659,663

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

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

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

Managed by J.P. Morgan Investment                 
Management Inc.                                   
                                                  
Select Equity Sub-Account                           
Beginning of Period                 $14.05         $10.84     $    10.08         *           *           *           *           *  
End of Period                                      $14.05          10.84
Number of Accum. Units Outstanding               6,903,606        2,044,523
                                                  
Small Cap Stock Sub-Account                           
Beginning of Period                  $13.49        $11.31     $    10.51         *           *           *           *           *  
End of Period                                      $13.49          11.31
Number of Accum. Units Outstanding               3,940,243      1,237,405
                                                  
International Equity Sub-Account                           
Beginning of Period                  $11.46        $10.97     $    10.21         *           *           *           *           *  
End of Period                                      $11.46          10.97
Number of Accum. Units Outstanding               5,440,592      1,306,892
                                                  
Quality Bond Sub-Account                           
Beginning of Period                  $11.16        $10.37     $     9.90         *           *           *           *           *  
End of Period                                      $11.16          10.37
Number of Accum. Units Outstanding               1,433,081        508,830
                                                  
Large Cap Stock Sub-Account                           
Beginning of Period                  $14.89        $11.33     $    10.00         *           *           *           *           *  
End of Period                                      $14.89          11.33 
Number of Accum. Units Outstanding               1,473,929     1,389,606

Managed by Mississippi Valley Advisors, Inc.

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

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

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

Growth & Income Equity Sub-Account
Beginning of Period                  $10.76        $10.00               *          *           *           *           *           *
End of Period                                      $10.76
Number of Accum. Units Outstanding                121,673                                               
                                              
GENERAL AMERICAN CAPITAL COMPANY                  
Money Market Sub-Account                                 
Beginning of Period                 $10.67         $10.23       $    10.00         *           *           *           *           *
End of Period                                      $10.67            10.23 
Number of Accum. Units Outstanding                311,051           34,964

AIM VARIABLE INSURANCE FUNDS INC.:
AIM V.I. Capital Appreciation Sub-Account
Beginning of Period                 $10.00          *                 *           *           *           *           *           *
End of Period                             
Number of Accum. Units Outstanding        

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

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

MFS VARIABLE INSURANCE TRUST:
MFS Emerging Growth Sub-Account
Beginning of Period                 $10.00          *                 *           *           *           *           *           *
End of Period                             
Number of Accum. Units Outstanding 

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

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

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

MFS World Governments Sub-Account
Beginning of Period                 $10.00          *                 *           *           *           *          *            *
End of Period                             
Number of Accum. Units Outstanding        

MFS/Foreign & Colonial Emerging Markets Equity Sub-Account
Beginning of Period                 $10.00          *                 *           *           *           *          *            *
End of Period                             
Number of Accum. Units Outstanding        

VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Sub-Account 
Beginning of Period                 $10.00          *                 *           *           *           *          *            *
End of Period                             
Number of Accum. Units Outstanding        

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

VARIABLE INSURANCE PRODUCTS FUND II
VIP II Contrafund Sub-Account 
Beginning of Period                 $10.00          *                 *           *           *           *          *            *
End of Period                             
Number of Accum. Units Outstanding        

VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth Opportunities Sub-Account
Beginning of Period                 $10.00          *                 *           *           *           *          *            * 
End of Period                             
Number of Accum. Units Outstanding        

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

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

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

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

INVESTORS FUND SERIES
Managed by Scudder Kemper Investments, Inc.

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

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

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

LIBERTY VARIABLE INVESTMENT TRUST
Managed by Newport Fund Management Inc.

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Managed by OppenheimerFunds, Inc.

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

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

Oppenheimer Growth Sub-Account                      **         **                **        **          **           **          **
Beginning of Period                 $10.00
End of Period                             
Number of Accum. Units Outstanding          

Oppenheimer Growth & Income Sub-Account             **         **                **        **          **           **          **
Beginning of Period                 $10.00
End of Period                             
Number of Accum. Units Outstanding         

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

<FN>
The accumulation unit values shown above for the beginning of the period for the
Select Equity, Small Cap Stock,  International  Equity,  Quality Bond, Large Cap
Stock Portfolios managed by J.P. Morgan Investment Management Inc., and the Bond
Debenture  Portfolio  managed  by Lord,  Abbett  & Co.  reflect  the date  these
investment  portfolios were offered for sale to the public  (5/1/96).  The Money
Market  Fund  managed  by  Conning  Asset  Management  Company  started  regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment operations on August 20,
1997. The Balanced,  Small Cap Equity,  Equity Income and Growth & Income Equity
Portfolios  managed by  Mississippi  Valley  Advisors,  Inc.  commenced  regular
investment  operations  on July 1,  1997.  The Lord  Abbett  Growth  and  Income
Portfolio  commenced  regular  investment  operations  on January  8, 1999.  The
investment portfolios managed by A I M Advisors,  Inc.,  Massachusetts Financial
Services Company,  Alliance Capital Management L.P., Scudder Kemper Investments,
Inc.,  Newport  Fund  Management  Inc.  and  OppenheimerFunds,   Inc.  commenced
investment  operations on January 2, 1998. The investment  portfolios managed by
Fidelity Management & Research Company,  Inc. commenced investment operations on
February 17, 1998. The  investment  portfolios  investing in Templeton  Variable
Products Series Fund commenced operation on ________________, 1998.
</FN>
</TABLE>
    
                                  APPENDIX B

PERFORMANCE INFORMATION

FUTURE  PERFORMANCE  WILL  VARY  AND  THE  RESULTS  SHOWN  ARE  NOT  NECESSARILY
REPRESENTATIVE OF FUTURE RESULTS.
   
Note:  The figures  below present  investment  performance  information  for the
periods ended December 31, 1998. While these numbers represent the returns as of
that date, they do not represent performance information of the portfolios since
that date.  Performance  information for the periods after December 31, 1998 may
be different than the numbers shown below.    

PART 1 - SEPARATE ACCOUNT PERFORMANCE

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

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

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

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

   
PART 1 COVA SERIES TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98
<TABLE>
<CAPTION> 
                                                                  Accumulation 
                                                  Column A        Unit Performance                   
                                                 (reflects                               Column B     
                                                 insurance                              (reflects    
                                                 charges and                             all charges
                         Separate Account        portfolio                               and portfolio
                         Inception Date          expenses)                               expenses)
Portfolio                in Portfolio            1 yr          5 yrs     since           1 yr         5 yrs      since
- -----------------        ----------------        ----------    --------  -------------   ----------   ---------  ---------- 
                                                                         inception                               inception
                                                                       -------------                           ---------- 
<S>                          <C> <C>              <C>                     <C>              <C>                     <C>   
Select Equity                5/1/96               22.89%          --      23.01%           17.76%         --       21.19%
Small Cap Stock              5/1/96               16.63%          --      14.20%           11.51%         --       12.25%
International Equity         5/1/96                8.34%          --      12.00%            3.23%         --       10.01%
Quality Bond                 5/1/96                8.94%          --       7.28%            3.83%         --        5.20%
Large Cap Stock              5/1/96               29.38%          --      29.99%           24.25%         --       28.27%
Bond Debenture               5/1/96               11.92%          --      14.39%            6.81%         --       12.44%
Mid-Cap Value               8/20/97                 --            --      12.10%             --           --        6.87%
Large Cap Research          8/20/97                 --            --      13.44%             --           --        8.21%
Developing Growth           8/20/97                 --            --      13.14%             --           --        7.91%
Balanced                     7/1/97               11.75%          --      11.75%            6.63%         --        6.63%
Small Cap Equity             7/1/97                9.46%          --       9.46%            4.35%         --        4.35%
Equity Income                7/1/97               22.58%          --      22.58%           17.46%         --       17.46%
Growth & Income Equity       7/1/97               18.12%          --      18.12%           13.00%         --       13.00%
</TABLE>

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

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

<S>                          <C> <C>                                                                    
Money Market                 6/3/96               ____%              ____%         _____%          ____%
</TABLE>



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

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

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

<S>                  <C>  <C>                                                       
VIP Growth           2/17/98          --             _____%        --          ____%

VIP Equity-Income    2/17/98          --             _____%        --          ____%

VIP II Contrafund    2/17/98          --             _____%        --          ____%


VIP III Growth       2/17/98          --             _____%        --          ____%
Opportunities    
   
VIP III Growth       2/17/98          --             _____%        --          ____%
& Income           
</TABLE>


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


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

AIM V.I. Capital     1/2/98           --             _____%       --             ____%
Appreciation   
    
AIM V.I.             1/2/98           --             _____%       --            _____%
International
Equity

AIM V.I. Value       1/2/98           --             _____%       --            _____%
</TABLE>

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

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

<S>                      <C> <C>                                                             
MFS Emerging Growth      1/2/98          --              _____%        --          _____%    
MFS Research             1/2/98          --              _____%        --          _____%   
MFS Growth With Income   1/2/98          --              _____%        --          _____%   
MFS High Income          1/2/98          --              _____%        --          _____%   
MFS World Governments    1/2/98          --              _____%        --          _____%
</TABLE>

PART 1 ALLIANCE VARIABLE PRODUCTS
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                      <C> <C>                                                         
Premier Growth           1/2/98            --            _____%         --         _____%
Real Estate Investment   1/2/98            --            _____%         --         _____%
</TABLE>

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

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

<S>                       <C> <C>                                                        
Newport Tiger, Variable   1/2/98           --            _____%         --         _____%
Series                     
</TABLE>

PART 1 INVESTORS FUND SERIES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

<S>                      <C> <C>                                                         
Kemper Small Cap Value   1/2/98            --           _____%          --         _____%
Kemper Government        1/2/98            --           _____%          --         _____%
Securities                
Kemper Small Cap Growth  1/2/98            --           _____%          --         _____%
</TABLE>

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

<TABLE>
<CAPTION>
                                          Accumulation   Unit     Performance
                                          Column   A                     Column B
                        Separate          (reflects insurance            (reflects all
                        Account           charges and                    charges and
                        Inception         portfolio expenses)            portfolio expenses)
Portfolio               Date in           1 yr         since         1 yr        since 
                        Portfolio                      inception                 inception
- ----------------        ---------       --------       ---------  -------------  ----------  
<S>                       <C> <C>                                                        
Oppenheimer High Income   1/2/98           --           _____%          --         _____%
Oppenheimer Bond          1/2/98           --           _____%          --         _____%
Oppenheimer Growth        1/2/98           --           _____%          --         _____%
Oppenheimer Growth &
  Income                  1/2/98           --           _____%          --         _____%
Oppenheimer Strategic
  Bond                    1/2/98           --           _____%          --         _____%
</TABLE>
    

   
PART 2 - HISTORICAL FUND PERFORMANCE

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

The chart below shows the  investment  performance of the Existing Funds and the
accumulation  units performance  calculated by assuming that accumulation  units
were invested in the Portfolio of the Existing Fund for the same periods.
   
*    The performance figures in Column A for the Existing Funds reflect the fees
     and expenses paid by the Portfolio.

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

*    Column C 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.    


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

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

Money Market        10/1/87       ____%     ____%      ____%      ____%     ____%          ____%         _____%   _____%     ____%
</TABLE>      


PART 2 VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II,
VARIABLE INSURANCE PRODUCTS FUND III
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98

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

VIP Growth          10/9/86       _____%  _____%     _____%       _____%    _____%          _____%       _____%   _____%     _____%
VIP Equity-Income   10/9/86       _____%  _____%     _____%       _____%    _____%          _____%       _____%   _____%     _____%
VIP II Contrafund    1/3/95       _____%  _____%     _____%       _____%    _____%          _____%       _____%   _____%     _____%
VIP III Growth 
Opportunities        1/3/95       _____%  _____%     _____%       _____%    _____%          _____%       _____%   _____%
VIP III Growth 
& Income            12/31/96      _____%  _____%     _____%       _____%    _____%          _____%       _____%   _____%


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


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

AIM V.I. Capital
Appreciation        5/5/93       _____%   _____%     _____%      _____%   _____%    _____%     _____%    _____%   _____% 

AIM V.I.            
International
Equity              5/5/93       _____%   _____%     _____%      _____%   _____%    _____%     _____%    _____%   _____%

AIM V.I. Value      5/5/93       _____%   _____%     _____%      _____%   _____%    _____%     _____%    _____%   _____% 
</TABLE>

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

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

MFS Emerging Growth        7/24/95    _____%            _____%        _____%    _____%         _____%        _____%
MFS Research               7/26/95    _____%            _____%        _____%    _____%         _____%        _____%
MFS Growth With Income     10/9/95    _____%            _____%        _____%    _____%         _____%        _____%  
MFS High Income            7/26/95    _____%            _____%        _____%    _____%         _____%        _____%
MFS World Governments      6/14/94    _____%            _____%        _____%    _____%         _____%        _____%
MFS Bond                   10/24/95   _____%            _____%        _____%    _____%         _____%        _____%
MFS Foreign & Colonial 
Emerging Markets Equity    10/16/97     --              _____%          --      _____%           --          _____%
</TABLE>



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

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

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

Premier Growth          6/26/92     _____% _____%      _____%   _____% _____% _____%   _____%  _____%    _____%
Real Estate Investment  1/9/97      _____% _____       _____%   _____% _____  _____%   _____%  _____     _____%
</TABLE>


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

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

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

Newport Tiger, Variable 
Series                  5/1/95      _____% _____      ______%  ______%  _____  _____%   _____% ______    _____%
</TABLE>


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

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

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

Kemper Small Cap Value   5/1/96     ____%   _____     _____%    ____%   ____  _____%  _____%   ____     _____%
Kemper Government
Securities               9/3/87     ____%   ____%     _____%   _____%   ____% _____%  _____%   ____%    _____%
Kemper Small Cap Growth  5/2/94     ____%   _____     _____%   _____%   ____  _____%  _____%   ____     _____%
</TABLE>


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

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

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

Oppenheimer High Income     4/30/86    _____% _____%     _____%     _____% _____% _____%   _____%  _____%   _____%
Oppenheimer Bond             4/3/85    _____% _____%     _____%     _____% _____% _____%   _____%  _____%   _____%
Oppenheimer Growth           4/3/85    _____% _____%     _____%     _____% _____% _____%   _____%  _____%   _____%
Oppenheimer Growth & Income  7/5/95    _____% _____      _____%     _____% _____  _____%   _____%  _____    _____%
Oppenheimer Strategic Bond   5/3/93    _____% _____%     _____%     _____% _____% _____%   _____%  _____%   _____%
</TABLE>

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


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

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

Templeton Asset          8/24/88   _____% _____%      _____%   _____% _____%   _____%  _____%   _____%     _____%
  Allocation
Templeton Bond           8/24/88   _____% _____%      _____%   _____% _____%   _____%  _____%   _____%     _____%
Templeton International   5/1/92   _____% _____%      _____%   _____% _____%   _____%  _____%   _____%     _____%
Templeton Stock          8/24/88   _____% _____%      _____%   _____% _____%   _____%  _____%   _____%     _____%
Templeton Developing      3/1/96   _____% _____       _____%   _____% _____    _____%  _____%   _____      _____%
  Markets                
</TABLE>

PART 3 - LORD ABBETT SERIES FUND, INC. PERFORMANCE
   
Pursuant  to  a  substitution  order  issued  by  the  Securities  and  Exchange
Commission, all of the assets held by the separate account of Cova in the Growth
and Income Portfolio of Lord Abbett Series Fund, Inc. and in the VKAC Growth and
Income  Portfolio of Cova Series Trust were  transferred on January 8, 1999 to a
new  investment  portfolio of Cova Series Trust known as the Lord Abbett  Growth
and Income Portfolio. The investment objective,  policies and strategies and the
portfolio manager of the Growth and Income Portfolio of Lord Abbett Series Fund,
Inc. and of the new Lord Abbett Growth and Income Portfolio of Cova Series Trust
are identical.

The chart  below  shows the  investment  performance  of the  Growth  and Income
Portfolio of Lord Abbett  Series Fund Inc.  from  December  11, 1989  (inception
date) through December 31, 1998, and the related accumulation unit performance.

*    The performance  figures in Column A for the Growth and Income Portfolio of
     Lord Abbett  Series Fund,  Inc.  reflect the fees and expenses paid by this
     Portfolio.  These fees and expenses are not the same as those to be paid by
     the new Lord Abbett Growth and Income Portfolio of Cova Series Trust.

*    Column B presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  as well as the fees and  expenses  of the
     Growth and Income Portfolio of Lord Abbett Series Fund, Inc.

*    Column C presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges,  the contract  maintenance  charge, the fees
     and expenses of the Growth and Income Portfolio of Lord Abbett Series Fund,
     Inc. The Column C figures also assume that you make a withdrawal at the end
     of the period and therefore the withdrawal charge is reflected.

<TABLE>
<CAPTION>
 PART 3 LORD ABBETT SERIES FUND, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/98:

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

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

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


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

   
THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE  PROSPECTUS  DATED May 1, 1999, FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.    

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT: One Tower Lane, Suite 3000, Oakbrook Terrace,  Illinois  60181-4644,
(800) 831-5433.
   
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1999.
    


                                TABLE OF CONTENTS


                                                                        Page

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

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

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

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

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

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

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

      FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . .  . . 18




                                     COMPANY

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

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

                                     EXPERTS
   
The consolidated balance sheets of the Company as of December 31, 1998 and 1997,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash  flows  for the  years  ended  December  31,  1998,  1997  and 1996 and the
statement of assets and  liabilities of the Separate  Account as of December 31,
1998, and the related statement of operations for the year or period then ended,
the  statements of changes in contract  owners'  equity for each of the years or
periods presented, and the financial highlights for each of the years or periods
presented,   have  been  included   herein  in  reliance  upon  the  reports  of
_____________________,   independent  certified  public  accountants,  appearing
elsewhere  herein,  and upon the authority of said firm as experts in accounting
and  auditing.  The  report  of  _____________________  covering  the  Company's
consolidated  financial  statements  referred to above  contains an  explanatory
paragraph  stating that as a result of its 1995  acquisition,  the  consolidated
financial information for the periods subsequent to the acquisition is presented
on a  different  cost basis than for the period  prior to the  acquisition  and,
therefore, is not comparable.    

                                 LEGAL OPINIONS

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


                                  DISTRIBUTION

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

Reduction or Elimination of the Withdrawal Charge

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

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

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

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

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

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

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

                             PERFORMANCE INFORMATION

Total Return

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  Accumulation  Unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year,  determined by dividing the increase  (decrease) in value for that unit by
the Accumulation Unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.25% Mortality and Expense Risk Premium,  a .15%  Administrative
Expense  Charge,  the expenses for the  underlying  investment  portfolio  being
advertised  and any  applicable  Contract  Maintenance  Charges  and  Withdrawal
Charges.

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

                                         n
                                P (1 + T)  = ERV

Where:

     P = a hypothetical initial payment of $1,000

     T = average annual total return

     n = number of years

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

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
Withdrawal  Charge.  The  deduction  of any  Withdrawal  Charge would reduce any
percentage increase or make greater any percentage decrease.
   
You should note that the investment  results of each  investment  portfolio will
fluctuate over time, and any  presentation of the investment  portfolio's  total
return for any period should not be considered  as a  representation  of what an
investment may earn or what your total return may be in any future period.    

Historical Unit Values

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

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

Reporting Agencies

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

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

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Roswell,  Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based  insurance  charges.  In addition,  VARDS prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking may  address  the  question as to which funds
provide the highest  total return with the least amount of risk.  Other  ranking
services   may  be  used  as  sources  of   performance   comparison,   such  as
CDA/Weisenberger.

Morningstar  rates a variable annuity against its peers with similar  investment
objectives.  Morningstar  does not rate any variable  annuity that has less than
three years of performance data.

Performance Information

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

Future performance of the Existing Funds will vary and the results shown are not
necessarily  representative  of future  results.  Performance for periods ending
after  those  shown  may  vary   substantially  from  the  examples  shown.  The
performance of the Existing  Funds is calculated for a specified  period of time
by assuming an initial  Purchase  Payment of $1,000  allocated to the Portfolio.
There are  performance  figures for the  Accumulation  Units  which  reflect the
insurance charges as well as the Portfolio expenses.  There are also performance
figures for the  Accumulation  Units which  reflect the insurance  charges,  the
contract maintenance charge, the Portfolio expenses,  and assume that you make a
withdrawal  at the end of the  period and  therefore  the  withdrawal  charge is
reflected.  The percentage  increases  (decreases) are determined by subtracting
the initial Purchase Payment from the ending value and dividing the remainder by
the beginning value. The performance may also show figures when no withdrawal is
assumed.

                               FEDERAL TAX STATUS

General

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

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

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

Income Tax Withholding

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

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

Tax Treatment of Withdrawals - Non-Qualified Contracts

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

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

Qualified Plans

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

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

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

a.   Tax-Sheltered Annuities

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

b.   Individual Retirement Annuities

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

     Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.
   
Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously deductible IRA contribution.  However, for rollovers that occurred in
1998,  the individual may pay that tax ratably over the four taxable year period
beginning with tax year 1998.    

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

c.   Pension and Profit-Sharing Plans

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

Tax Treatment of Withdrawals - Qualified Contracts

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

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

Tax-Sheltered Annuities - Withdrawal Limitations

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

                               ANNUITY PROVISIONS

Variable Annuity

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

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

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

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

Fixed Annuity

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

Annuity Unit

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

Net Investment Factor

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

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

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

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

Mortality and Expense Guarantee

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

                                
                              FINANCIAL STATEMENTS

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

                           (to be filed by amendment)


                                 

                                     PART C
                                OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

a.         Financial Statements
           ---------------------------------------------------------------

           The financial statements of the Separate Account and the Company
           will be filed by amendment.

    b.     Exhibits
           ---------------------------------------------------------------

       1.  Resolution of Board of Directors of the Company authorizing the
           establishment of the Variable Account.*

       2.  Not Applicable.

       3.  Principal Underwriter's Agreement.++  

       4.  Individual Flexible Purchase Payment Deferred Variable Annuity
           Contract.***

       5.  Application for Variable Annuity.#
           
       6.(i)  Copy of Articles of Incorporation of the Company.####
         (ii) Copy of the Bylaws of the Company.####

       7.  Not Applicable.

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

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

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

          (iv) Form of Fund  Participation  Agreement  by and among AIM Variable
          Insurance  Funds,  Inc.,  A I M  Distributors,  Inc.,  Cova  Financial
          Services Life Insurance Company,  on behalf of itself and its Separate
          Accounts, and Cova Life Sales Company.+

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

      
       9.  Opinion and Consent of Counsel (to be filed by amendment).

      10.  Consent of Independent Auditors (to be filed by amendment).

      11.  Not Applicable.

      12.  Agreement Governing Contribution.**

      13.  Calculation of Performance Information (to be filed by amendment).

      14.  Company Organizational Chart.####

      27.  Not Applicable
 
         *incorporated by reference to Registrant's initial filing on Form N-4
          (File No. 811-5200) as filed on June 11, 1987.
        **incorporated by reference to Registrant's Amendment No. 5 to
          Form N-4 (File No. 811-5200) as filed on April 2, 1990.
       ***incorporated by reference to Registrant's Amendment No. 8 to
          Form N-4 (File No. 811-5200) as filed on June 10, 1991.
         # incorporated by reference to Registrant's Amendment No. 13 to
           Form N-4 (File No. 811-5200) as filed on May 1, 1992.
        ## incorporated by reference to Registrant's Amendment No. 14 to
           Form N-4 (File No. 811-5200) as filed on May 1, 1993.
       ### incorporated by reference to Registrant's Amendment No. 18 to
           Form N-4 (File No. 811-5200) as electronically filed on April 24,
           1996.
      #### incorporated by reference to Registrant's Amendment No. 20 to
           Form N-4 (File No. 811-5200) as electronically filed on April 23, 
           1997.  
             
       + incorporated by reference to Registrant's Amendment No. 25 (File
       Nos. 333-34741 and 811-5200) as electronically filed on January 26, 1998.

        ++ incorporated by reference to Registrant's Amendment No. 24 (File
        Nos. 333-34741 and 811-5200) as electronically filed on November 19, 
        1997.

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

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

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

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

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

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

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

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

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market St.
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Lisa O. Kirchner                  Vice President
1776 West Lakes Pkwy
West Des Moines, IA 50266


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

William C. Mair                   Vice President,
One Tower Lane, Suite 3000        Controller and Director
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market St.
St. Louis, MO 63101

Mark E. Reynolds                  Executive Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

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

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

Peter L. Witkewiz                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

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

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

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of __________________,  there were ______  Non-Qualified  Contract Owners and
_____ Qualified Contract Owners.

ITEM 28.   INDEMNIFICATION

The Bylaws of the Company (Article IV, Section 1) provide that:

Each person who is or was a director,  officer or employee of the corporation or
is or was serving at the request of the  corporation  as a director,  officer or
employee of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person) shall be indemnified  by the  corporation as of right to the full extent
permitted or authorized  by the laws of the State of Missouri,  as now in effect
and as hereafter amended, against any liability,  judgment, fine, amount paid in
settlement, cost and expenses (including attorney's fees) asserted or threatened
against and  incurred  by such  person in his  capacity as or arising out of his
status as a director,  officer or employee of the  corporation  or if serving at
the request of the  corporation,  as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
indemnification  provided by this bylaw  provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under  any  agreement,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  and shall not limit in any way any right which the  corporation  may
have to make  different or further  indemnification  with respect to the same or
different persons or classes of persons.


Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

ITEM 29.   PRINCIPAL UNDERWRITERS

     (a) Cova Life Sales Company is the principal  underwriter for the following
investment companies (other than Registrant):

   Cova Variable Annuity Account Five
   Cova Variable Life Account One
   Cova Variable Life Account Five
   First Cova Variable Annuity Account One
   Cova Variable Annuity Account Four

     (b) Cova Life Sales Company is the principal underwriter for the Contracts.
The following persons are the officers and directors of Cova Life Sales Company.
The principal  business address for each officer and director of Cova Life Sales
Company is One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

Name and Principal  Positions and Offices
 Business Address   with Underwriter

Lorry J. Stensrud   Director

Patricia E. Gubbe   Vice President and Chief Compliance Officer

William C. Mair     Director

Philip A. Haley     Vice President

Frances S. Cook     Assistant Secretary

     (c)  Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

William Flory,  whose address is One Tower Lane, Suite 3000,  Oakbrook  Terrace,
Illinois  60181-4644  maintains  physical  possession of the accounts,  books or
documents of the Variable  Account required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules promulgated thereunder.

ITEM 31.   MANAGEMENT SERVICES

Not Applicable.

ITEM 32.     UNDERTAKINGS

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant  hereby  undertakes  to deliver any  Statement of Additional
Information and any financial statement required to be made available under this
Form promptly upon written or oral request.

     d. Cova  Financial  Services  Life  Insurance  Company  ("Company")  hereby
represents that the fees and charges  deducted under the Contracts  described in
the  Prospectus,  in the  aggregate,  are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                               REPRESENTATIONS

     The Company  hereby  represents  that it is relying upon a No Action Letter
issued to the  American  Council  of Life  Insurance  dated  November  28,  1988
(Commission ref.  IP-6-88) and that the following  provisions have been complied
with:

     1. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11)  in each  registration  statement,  including the
prospectus, used in connection with the offer of the contract;

     2. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11) in any sales  literature  used in connection with
the offer of the contract;

     3. Instruct sales  representatives who solicit participants to purchase the
contract  specifically to bring the redemption  restrictions  imposed by Section
403(b)(11) to the attention of the potential participants;

     4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (1)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.

                                    SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant  certifies that it has caused this Registration  Statement
to be signed  on its  behalf,  in the City of  Oakbrook Terrace, and State of 
Illinois on this 18th day of February, 1999.

                                  COVA VARIABLE ANNUITY ACCOUNT ONE
                                  (Registrant)


                             By:  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY


                             By:  /s/FRANCES S. COOK
                                  _________________________________________
                                   
                                  

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                  Depositor

                                                        
                             By: /s/FRANCES S. COOK
                                 ________________________________________
                                  



As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.


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

/s/LORRY J. STENSRUD    President and Director    2/18/99           
- ----------------------                            --------
Lorry J. Stensrud                                  Date


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

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

William C. Mair*        Controller and Director   2/18/99
- ----------------------                            --------
William C. Mair                                    Date


E. Thomas Hughes, Jr.*  Treasurer and Director    2/18/99
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  2/18/99
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  2/18/99
- ----------------------                            --------
John W. Barber                                     Date

/s/MARK E. REYNOLDS     Director                  2/22/99               
- ----------------------                            --------
Mark E. Reynolds                                   Date


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


                                 
                              INDEX TO EXHIBITS
                         (To be filed by amendment)


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