XEROX VARIABLE ANNUITY ACCOUNT FIVE
N-8A/A, 1995-06-01
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VIA EDGAR
_________

June 1, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549

RE:   Cova Variable Annuity Account Five
      (formerly, Xerox Variable Annuity Account Five)
      Form N-8A
      File No. 811-7060
______________________________________________________

Dear Sir:

Accompanying  this letter for filing pursuant to the Investment Company Act of
1940  is  Form N-8A for Cova Variable Annuity Account Five.  Manually executed
signature pages have been executed prior to the time of this electronic filing
and will be retained by the Company for five years.

Please feel free to contact the undersigned with any questions or comments.


Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.



By: /s/ LYNN KORMAN STONE
    _____________________
        Lynn Korman Stone

a:0333
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                                                         File Number: 811-7060

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  Form N-8A

                  NOTIFICATION OF AMENDMENT OF REGISTRATION
                    FILED PURSUANT TO SECTION 8(a) OF THE
                        INVESTMENT COMPANY ACT OF 1940

         The undersigned investment company hereby notifies the Securities and
Exchange  Commission that it amends its registration under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940 and in
connection  with  such  notification  of amendment of registration submits the
following information:

Name: COVA VARIABLE ANNUITY ACCOUNT FIVE
      (formerly, Xerox Variable Annuity Account Five)

Address of Principal Business Office:
     One Tower Lane, Suite 3000
     Oakbrook Terrace, Illinois 60181-4644

Telephone Number:  (800) 523-1661

Name and Address of Agent for Service of Process:

     Jeffery K. Hoelzel
     Cova Financial Life Insurance Company
     One Tower Lane, Suite 3000
     Oakbrook Terrace, Illinois 60181-4644

Check Appropriate Box:

     Registrant is filing a Registration pursuant to Section 8(b) of the
Investment Company Act of 1940 concurrently with the filing of 
Form N-8A:  [X] Yes     [ ] No

                                  SIGNATURES

       Pursuant to the requirements of the Investment Company Act of 1940, the
depositor of the registrant has caused this notification of registration to be
duly  signed  on  behalf of the registrant in the city of Oakbrook Terrace and
state of Illinois on the 1st day of June, 1995.

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<S>         <C>  <C>
SIGNATURE:       COVA VARIABLE ANNUITY ACCOUNT FIVE
                 --------------------------------------
                         (Name of Registrant)

            By:  COVA FINANCIAL LIFE INSURANCE COMPANY


            By: /s/ JEFFERY K. HOELZEL
            __________________________
                    Jeffery K. Hoelzel

ATTEST:

/s/ FRANCES S. COOK
___________________
    Frances S. Cook

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