COVA VARIABLE ANNUITY ACCOUNT ONE
497, 2000-02-29
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The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY


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

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


AIM Variable Insurance Funds, Inc.:

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


Alliance Variable Products Series Fund, Inc.:

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


Cova Series Trust:

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

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


General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust:

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

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


Kemper Variable Series:

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


Liberty Variable Investment Trust:

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


MFS Variable Insurance Trust:

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


Oppenheimer Variable Account Funds:

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


Putnam Variable Trust:

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



Templeton Variable Products Series Fund:

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

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

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

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional Information (SAI) dated November 12, 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 25 of this  prospectus.  For a free
copy of the SAI, call us at  (800)523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

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

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

November 12, 1999




TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3

  SUMMARY                                                    4

  Fee Table                                                  6

  Examples                                                  11

  1. THE ANNUITY CONTRACT                                   14

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

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

  4. INVESTMENT OPTIONS                                     16
     AIM Variable Insurance Funds, Inc.                     16
     Alliance Variable Products Series Fund, Inc.           16
     Cova Series Trust                                      16
     General American Capital Company                       16
     Goldman Sachs Variable Insurance Trust                 16
     Kemper Variable Series                                 16
     Liberty Variable Investment Trust                      17
     MFS Variable Insurance Trust                           17
     Oppenheimer Variable Account Funds                     17
     Putnam Variable Trust                                  17
     Templeton Variable Products Series Fund                17
     Transfers                                              17
     Dollar Cost Averaging Program                          18
     Automatic Rebalancing Program                          18
     Approved Asset Allocation Programs                     18
     Voting Rights                                          18
     Substitution                                           19

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

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


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

  8. PERFORMANCE                                            22

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

10. OTHER INFORMATION                                       24
     Cova                                                   24
     Year 2000                                              24
     The Separate Account                                   24
     Distributor                                            24
     Ownership                                              24
     Beneficiary                                            24
     Assignment                                             24
     Financial Statements                                   25

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      25

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B                                                 B-1

APPENDIX C
Performance Information                                    C-1

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

Accumulation Phase                                          14
Accumulation Unit                                           15
Annuitant                                                   14
Annuity Date                                                14
Annuity Options                                             14
Annuity Payments                                            14
Annuity Unit                                                15
Beneficiary                                                 24
Fixed Account                                               14
Income Phase                                                14
Investment Portfolios                                       16
Joint Owner                                                 24
Non-Qualified                                               20
Owner                                                       24
Purchase Payment                                            15
Qualified                                                   21
Tax Deferral                                                20


SUMMARY

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


1. THE ANNUITY CONTRACT:

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

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

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

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

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

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



2. ANNUITY PAYMENTS (THE INCOME PHASE):

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



3. HOW TO PURCHASE THE CONTRACT:

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



4. INVESTMENT OPTIONS:

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

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



5. EXPENSES:

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

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

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

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

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

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

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



6. TAXES:

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



7. ACCESS TO YOUR MONEY:

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



8. DEATH BENEFIT:

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



9. OTHER INFORMATION:

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

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

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

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

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

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

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

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

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



10. INQUIRIES:

If you need more information, please contact us at:

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


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

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

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

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

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





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

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

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

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

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


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

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

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

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

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

<TABLE>
<CAPTION>

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

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

- - -

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

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

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

<TABLE>
<CAPTION>

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

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

<TABLE>
<CAPTION>

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

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



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

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

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

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

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



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

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

<TABLE>
<CAPTION>

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

Templeton Variable Products Series Fund

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

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

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

<TABLE>
<CAPTION>
Examples

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

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

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

                                                                                            Time Periods

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

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

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

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


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

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

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

Managed by Goldman Sachs Asset Management International

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

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

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

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

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

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


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

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.

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

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

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

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

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

Explanation of Fee Table

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

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

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

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

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

1.   THE ANNUITY CONTRACT

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

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

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

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

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

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


Annuity Payments

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

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

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

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

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

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

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

3)   the performance of the investment portfolios you selected.

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

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


Annuity Options

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

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

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

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

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



3.   PURCHASE

Purchase Payments

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


Allocation of Purchase Payments

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

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


Free Look

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


Accumulation Units

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

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

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

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

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

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

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

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

Example:

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



4.   INVESTMENT OPTIONS

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

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


AIM VARIABLE INSURANCE FUNDS, INC.

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

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


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

   Premier Growth Portfolio
   Real Estate Investment Portfolio

COVA SERIES TRUST

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

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

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

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

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

GENERAL AMERICAN CAPITAL COMPANY

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

   Money Market Fund


GOLDMAN SACHS VARIABLE INSURANCE TRUST

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

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


KEMPER VARIABLE SERIES

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

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

LIBERTY VARIABLE INVESTMENT TRUST

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

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

MFS VARIABLE INSURANCE TRUST

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

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

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

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


PUTNAM VARIABLE TRUST

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

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


TEMPLETON VARIABLE PRODUCTS SERIES FUND

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

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


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

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

Transfers

You can transfer money among the fixed account and the investment portfolios.
Cova has  reserved the right during the year to terminate or modify the transfer
provisions described below.

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

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

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

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

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

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

Dollar Cost Averaging Program

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

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

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

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


Automatic Rebalancing Program

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

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

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


Approved Asset Allocation Programs

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

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

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

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


Voting Rights

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

Substitution

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

5.   EXPENSES

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


Insurance Charges

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

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

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

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

o    10% of purchase payments free.

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

o    Earnings in the contract free.

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

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

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

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

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

Reduction or Elimination of the Withdrawal Charge

General

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

Nursing Home Waiver

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

Premium Taxes

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

Transfer Fee

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

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


Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

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

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

(2)  paid after you die;

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

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

(5)  paid under an immediate annuity; or

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


Withdrawals - Qualified Contracts

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


Withdrawals - Tax-Sheltered Annuities

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

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

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

Diversification

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

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

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

7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

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

(2)  by electing to receive annuity payments; or

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

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

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

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

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

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

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

Systematic Withdrawal Program

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

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

Suspension of Payments or Transfers

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

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

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

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

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

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

8.   PERFORMANCE

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

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

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

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

9.   DEATH BENEFIT

Upon Your Death

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

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

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

DEATH BENEFIT OPTION A:

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

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

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

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

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

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

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

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

DEATH BENEFIT OPTION B:

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

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

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

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

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

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

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

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

DEATH BENEFIT OPTION C:

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

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

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

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

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

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

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

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

Check your contract and applicable endorsement for your death benefit.

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

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

Death of Annuitant

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

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


10.  OTHER INFORMATION


Cova

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

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

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


Year 2000

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

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


The Separate Account

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

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

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

Distributor

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

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

Ownership

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

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

Beneficiary

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

Assignment

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

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

Financial Statements

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

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

<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History

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



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


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


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

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

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



Accumulation Unit Value History (continued)


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

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

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

Managed by J.P. Morgan Investment Management Inc.

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

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

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

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

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

     Accumulation Unit Value History (continued)



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

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

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management

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

Managed by Goldman Sachs Asset Management International

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

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

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

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

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

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




Accumulation Unit Value History (continued)


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

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

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

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

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

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

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

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


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


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


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


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


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


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


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


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

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

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

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

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

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


Accumulation Unit Value History (continued)


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

Managed by Franklin Mutual Advisers, LLC

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

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

Managed by Templeton Investment Counsel, Inc.

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


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



                                 APPENDIX B

                    PARTICIPATING INVESTMENT PORTFOLIOS

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

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

     AIM V.I. CAPITAL APPRECIATION FUND

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

     AIM V.I. INTERNATIONAL EQUITY FUND

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

     AIM V.I. VALUE FUND

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


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

     PREMIER GROWTH PORTFOLIO

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

     REAL ESTATE INVESTMENT PORTFOLIO

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

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

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

     INTERNATIONAL EQUITY PORTFOLIO

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

     LARGE CAP STOCK PORTFOLIO

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

     QUALITY BOND PORTFOLIO

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

     SELECT EQUITY PORTFOLIO

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

     SMALL CAP STOCK PORTFOLIO

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

PORTFOLIOS MANAGED BY LORD, ABBETT & CO.:

     BOND DEBENTURE PORTFOLIO

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

     DEVELOPING GROWTH PORTFOLIO

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

     LARGE CAP RESEARCH PORTFOLIO

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

     LORD ABBETT GROWTH AND INCOME PORTFOLIO

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

     MID-CAP VALUE PORTFOLIO

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

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

     MONEY MARKET FUND

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

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

     GOLDMAN SACHS GLOBAL INCOME FUND

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

     GOLDMAN SACHS GROWTH AND INCOME FUND

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

    GOLDMAN SACHS INTERNATIONAL EQUITY FUND

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

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

     KEMPER GOVERNMENT SECURITIES PORTFOLIO

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

     KEMPER SMALL CAP GROWTH PORTFOLIO

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

     KEMPER SMALL CAP VALUE PORTFOLIO

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

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

     NEWPORT TIGER FUND, VARIABLE SERIES

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

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

     MFS EMERGING GROWTH SERIES

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

     MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES

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

     MFS GLOBAL GOVERNMENTS SERIES

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

     MFS GROWTH WITH INCOME SERIES

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

     MFS HIGH INCOME SERIES

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

     MFS RESEARCH SERIES

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

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

     OPPENHEIMER BOND FUND/VA

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

OPPENHEIMER CAPITAL APPRECIATION FUND/VA
   (formerly Oppenheimer Growth)

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

OPPENHEIMER HIGH INCOME FUND/VA

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

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

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

OPPENHEIMER STRATEGIC BOND FUND/VA

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

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

     PUTNAM VT GROWTH AND INCOME FUND, CLASS IA SHARES

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

     PUTNAM VT INTERNATIONAL GROWTH FUND, CLASS IA SHARES

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

     PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND, CLASS IA SHARES

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

     PUTNAM VT NEW VALUE FUND, CLASS IA SHARES

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

     PUTNAM VT VISTA FUND, CLASS IA SHARES

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

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

    MUTUAL SHARES INVESTMENTS FUND

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

     TEMPLETON DEVELOPING MARKETS FUND

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

     TEMPLETON INTERNATIONAL FUND

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


<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION

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

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

PART 1 - SEPARATE ACCOUNT PERFORMANCE

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

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

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

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

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


                                                                                    Accumulation Unit Performance

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

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

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



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


                                                                                    Accumulation Unit Performance

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

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

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

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

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


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


                                                                                    Accumulation Unit Performance

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

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

MFS Variable Insurance Trust

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

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


                                                                                    Accumulation Unit Performance

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

Templeton Variable Products
Series Fund

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


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

Please send me, at no charge, the Statement of Additional  Information dated
November 12, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




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




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




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


CL-2096 (11/99)                                                        CUST-MO












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




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







                                      COVA
                  Cova Financial Services Life Insurance Company




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




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









CL-2095 (11/99)  Policy Form Series XL407,CL-407,XL-617,CL-617 21-CSA-MO(11/99)



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