XEROX VARIABLE ANNUITY ACCOUNT FIVE, 497, 1995-06-07

XEROX VARIABLE ANNUITY ACCOUNT FIVE
497, 1995-06-07

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COVA FINANCIAL LIFE INSURANCE COMPANY

Marketing and Executive Office: Annuity Service Office:
One Tower Lane, Suite 3000 Cova Financial Life
Oakbrook Terrace, IL 60181-4644 Insurance Company
(800) 831-LIFE Policy Service Center
P.O. Box 10366
Des Moines, IA 50306-9989
(515) 243-5834
(800) 343-8496

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED
VARIABLE AND FIXED ANNUITY CONTRACTS

ISSUED BY

COVA VARIABLE ANNUITY ACCOUNT FIVE

AND

COVA FINANCIAL LIFE INSURANCE COMPANY

The Individual Flexible Purchase Payment Deferred Variable and Fixed Annuity
Contracts (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values and payment of monthly annuity payments on a
fixed and variable basis. The Contracts are designed for use by individuals in
retirement plans on a Qualified or Non-Qualified basis. (See "Definitions" on
Page 1.)

At the Owner's direction, purchase payments for the Contracts will be
allocated to a segregated investment account of Cova Financial Life
Insurance Company (the "Company") which account has been designated
Cova Variable Annuity Account Five (the "Variable Account") or to the
Company's General Account. Prior to June 1, 1995, the Company was known
as Xerox Financial Life Insurance Company and the Variable Account was known
as Xerox Variable Annuity Account Five. Under certain circumstances,
however, purchase payments may initially be allocated to the Money Market
Sub-Account of the Variable Account. (See "Highlights" on Page 4.) The
Variable Account invests in shares of Van Kampen Merritt Series Trust (the
"Trust") (see "Van Kampen Merritt Series Trust" on Page 12) or in Lord Abbett
Series Fund, Inc. (the "Fund") (see "Lord Abbett Series Fund, Inc." on Page
14). Van Kampen Merritt Series Trust is a series fund with seven (7)
Portfolios, four of which are currently available in connection with the
contracts offered under this Prospectus: Money Market Portfolio, Quality
Income Portfolio, Stock Index Portfolio and Growth and Income Portfolio. Lord
Abbett Series Find, Inc. is a series fund with three Portfolios, one of which
is currently available: Growth and Income Portfolio.

<PAGE>
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE SURRENDERED, THE
VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENT.

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents of the Statement of Additional Information can be found
on Page 40 of this Prospectus. For the Statement of Additional Information,
call (800) 831-LIFE or write the Marketing and Executive Office address listed
above.

INQUIRIES:

Any inquiries regarding purchasing a Contract can be made by telephone or in
writing to Cova Life Sales Company at (800) 831-LIFE or One Parkview
Plaza, Oakbrook Terrace, Illinois 60181. All other questions should be
directed to the Annuity Service Office listed above.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This Prospectus and the Statement of Additional Information are dated May 1,
1995, as amended June 1, 1995.

This Prospectus should be kept for future reference.

<PAGE>
TABLE OF CONTENTS

PAGE

DEFINITIONS 1

HIGHLIGHTS 4

FEE TABLE 7

THE COMPANY 11

THE VARIABLE ACCOUNT 11
Van Kampen Merritt Series Trust 12
Lord Abbett Series Fund, Inc. 13
Voting Rights 14
Substitution of Securities 14

CHARGES AND DEDUCTIONS 14
Deduction for Withdrawal Charge (Sales Load) 15
Reduction or Elimination of the Withdrawal Charge 16
Deduction for Mortality and Expense Risk Premium 16
Deduction for Administrative Expense Charge 17
Deduction for Contract Maintenance Charge 17
Deduction for Premium Taxes 18
Deduction for Income Taxes 18
Deduction for Transfer Fee 18
Deduction for Trust and Fund Expenses 19

THE CONTRACTS 19
Ownership 19
Annuitant 19
Assignment 19
Beneficiary 19
Change of Beneficiary 20
Transfers of Contract Values During the Accumulation Period 20
Death of the Annuitant 21
Death of the Owner 21
Modification of the Contract 22

ANNUITY PROVISIONS 22
Annuity Date and Annuity Option 22
Change in Annuity Date and Annuity Option 22

<PAGE>
Allocation of Annuity Payments 23
Transfers During the Annuity Period 23
Annuity Options 23
Option 1. Life Annuity 24
Option 2. Life Annuity with 5, 10 or 20 Years Guaranteed 24
Option 3. Joint and Last Survivor Annuity 24
Frequency and Amount of Annuity Payments 24

PURCHASE PAYMENTS AND CONTRACT VALUE 25
Purchase Payments 25
Allocation of Purchase Payments 25
Dollar Cost Averaging 25
Distributor 26
Contract Value 26
Accumulation Unit 26

WITHDRAWALS 27
Automatic Withdrawals 28
Suspension of Payments or Transfers 28

PERFORMANCE INFORMATION 29
Money Market Portfolio 29
Other Portfolios 29

TAX STATUS 31
General 31
Diversification 32
Multiple Contracts 33
Tax Treatment of Assignments 34
Income Tax Withholding 34
Tax Treatment of Withdrawals - Non-Qualified Contracts 34
Qualified Plans 35
Tax Treatment of Withdrawals - Qualified Contracts 37
Tax-Sheltered Annuities - Withdrawal Limitations 38
Contracts Owned by Other than Natural Persons 38

FINANCIAL STATEMENTS 38

LEGAL PROCEEDINGS 38

<PAGE>
TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION 39

iii

<PAGE>
DEFINITIONS

ACCOUNT - General Account and/or one or more of the Sub-Accounts of the
Variable Account.

ACCUMULATION UNIT - An accounting unit of measure used to calculate the
Contract Value in a Sub-Account of the Variable Account prior to the Annuity
Date.

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

ANNUITY DATE - The date on which Annuity Payments begin.

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

ANNUITY PERIOD - The period starting on the Annuity Date.

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

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

COMPANY - Cova Financial Life Insurance Company at its Annuity Service
Office shown on the cover page of this Prospectus.

CONTRACT ANNIVERSARY - An anniversary of the Issue Date.

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

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

DISTRIBUTOR - Cova Life Sales Company, One Tower Lane, Suite 3000,
Oakbrook Terrace, Illinois 60181-4644.

ELIGIBLE INVESTMENT(S) - An investment entity which can be selected by the
Owner to be an underlying investment of the Contract.

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

<PAGE>
GENERAL ACCOUNT - The Company's general investment account which contains all
the assets of the Company with the exception of the Variable Account and other
segregated asset accounts.

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

ISSUE DATE - The date on which the first Contract Year begins.

NON-QUALIFIED CONTRACTS - Contracts issued under Non-Qualified Plans which do
not receive favorable tax treatment under Sections 401, 403(b) or 408 of the
Internal Revenue Code.

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

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

QUALIFIED CONTRACTS - Contracts issued under Qualified Plans which receive
favorable tax treatment under Sections 401, 403(b) or 408 of the Internal
Revenue Code.

SUB-ACCOUNT - A segment of the Variable Account.

SUB-ACCOUNT VALUE - The Owner's interest in a Sub-Account.

VALUATION DATE - The Variable Account will be valued each day that the New
York Stock Exchange is open for trading which is Monday through Friday, except
for normal business holidays.

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

VARIABLE ACCOUNT - A separate investment account of the Company, designated as
Cova Variable Annuity Account Five, into which purchase payments or
Contract Values may be allocated.

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

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

<PAGE>
WITHDRAWAL VALUE - The Withdrawal Value is:
<TABLE>

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

2) any applicable taxes not previously deducted; less

3) the Withdrawal Charge, if any; less

4) the Contract Maintenance Charge, if any.
</TABLE>

<PAGE>
HIGHLIGHTS

At the Owner's direction, purchase payments for the Contracts will be
allocated to a segregated investment account of Cova Financial Life
Insurance Company (the "Company") which account has been designated Cova
Variable Annuity Account Five (the "Variable Account") or to the Company's
General Account. Prior to June 1, 1995, the Company was known as Xerox
Financial Life Insurance Company and the Variable Account was known as Xerox
Variable Annuity Account Five. Under certain circumstances, however,
purchase payments may initially be allocated to the Money Market Sub-Account
of the Variable Account (see below). The Variable Account invests in shares
of Van Kampen Merritt Series Trust (see "Van Kampen Merritt Series Trust" on
Page 12) and Lord Abbett Series Fund, Inc. (see "Lord Abbett Series Fund,
Inc." on Page 14). Owners bear the investment risk for all amounts allocated
to the Variable Account.

Within ten days of the date of receipt of the Contract by the Owner (or thirty
days in the case of a Contract issued to an individual who is 60 years or
older as of the Issue Date) it may be returned by delivering or mailing it to
the Company at its Annuity Service Office or to the agent through whom it was
purchased. When the Contract is received by the Company, it will be voided as
if it had never been in force. The Company will refund the Contract Value
(which may be more or less than the purchase payments) computed at the end of
the Valuation Period during which the Contract is received by the Company
except in the following circumstances: (a) where the Contract is purchased
pursuant to an Individual Retirement Annuity or (b) in the case of Contracts
which are deemed to be replacing an existing annuity or insurance contract.
With respect to the circumstances described in (a) and (b) above, the Company
will refund the greater of purchase payments, less any withdrawals, or the
Contract Value, and will allocate the initial purchase payment to the Money
Market Sub-Account (except for any purchase payment to be allocated to the
General Account as elected by the Owner) until the expiration of fifteen days
from the Issue Date (or twenty-five days in the case of Contracts described
under (b) above). Upon the expiration of the fifteen day period (or
twenty-five day period with respect to Contracts described under (b)), the
Sub-Account Value of the Money Market Sub-Account will be allocated to the
Variable Account in accordance with the election made by the Owner in the
Application.

A Withdrawal Charge (sales load) may be deducted in the event of a withdrawal
of all or a portion of the Contract Value. The Withdrawal Charge is imposed
on withdrawals of Contract Values attributable to purchase payments within
five (5) years after receipt. The Withdrawal Charge, if any, is equal to 5%
of the purchase payment withdrawn. An Owner may, not more frequently than
once annually on a non-cumulative basis, make a withdrawal each Contract Year
of up to ten percent (10%) of the aggregate purchase payments free from
Withdrawal Charges provided the Contract Value prior to the withdrawal exceeds
$5,000. Subject to any conditions and fees the Company may impose, an Owner
may elect to have this amount paid in equal periodic installments. The
Company reserves the right to charge a fee for this service. Currently,
however, there are no charges for this service. (See "Charges and Deductions
- - Deduction for Withdrawal Charge (Sales Load)" on Page 15 and "Withdrawals -
Automatic Withdrawals" on Page 29.)

<PAGE>
There is a charge for the Mortality and Expense Risk Premium which is equal,
on an annual basis, to 1.25% of the daily net asset value of the Variable
Account. This Charge compensates the Company for assuming the mortality and
expense risks under the Contracts. (See "Charges and Deductions - Deduction
for Mortality and Expense Risk Premium" on Page 17.)

There is an Administrative Expense Charge which is equal, on an annual basis,
to .15% of the daily net asset value of the Variable Account. This Charge
compensates the Company for costs associated with the administration of the
Contract and the Variable Account. (See "Charges and Deductions - Deduction
for Administrative Expense Charge" on Page 17.)

There is an annual Contract Maintenance Charge of $30 each Contract Year.
(See "Charges and Deductions - Deduction for Contract Maintenance Charge" on
Page 18.)

Premium taxes or other taxes payable to a state or other governmental entity
will be charged against the Contract Values. (See "Charges and Deductions -
Deduction for Premium Taxes" on Page 18.)

Under certain circumstances, a Transfer Fee may be assessed when an Owner
transfers Contract Values from one Sub-Account to another Sub-Account or to or
from the General Account. (See "Charges and Deductions - Deduction for
Transfer Fee" on Page 19.)

There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Contracts. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 ; (b) after the death of the Owner, (c) if the taxpayer is totally disabled
(for this purpose disability is as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986, as amended (the "Code")); (d) in a series of
substantially equal periodic payments made not less frequently than annually
for the life (or life expectancy) of the taxpayer or for the joint lives (or
joint life expectancies) of the taxpayer and his or her Beneficiary; (e) under
an immediate annuity; or (f) which are allocable to purchase payments made
prior to August 14, 1982. For federal income tax purposes, withdrawals are
deemed to be on a last-in, first-out basis. Separate tax withdrawal penalties
and restrictions apply to Qualified Contracts. (See "Tax Status - Tax
Treatment of Withdrawals - Qualified Contracts" on Page 37.) For a further
discussion of the taxation of the Contracts, see "Tax Status" on Page 32.

Withdrawals of amounts attributable to contributions made pursuant to a salary
reduction agreement (as defined in Section 403(b)(11) of the Code) are limited
to circumstances only when the Owner attains age 59 , separates from service,
dies, becomes disabled (within the meaning of Section 72(m)(7) of the Code) or
in the case of hardship. Withdrawals for hardship are restricted to the
portion of the Owner's Contract Value which represents contributions made by
the Owner and does not include any investment results. The limitations on
withdrawals became effective on January 1, 1989 and apply only to: (1) salary
reduction contributions made after December 31, 1988; (2) income attributable
to such contributions; and (3) income attributable to amounts held as of
December 31, 1988. The limitations on withdrawals do not affect rollovers or
transfers between certain Qualified Plans. Tax penalties may also apply.
(See "Tax Status - Tax Treatment of Withdrawals - Qualified Contracts" on Page
37.) Owners should consult their own tax counsel or other tax adviser
regarding any distributions. (See "Tax Status - Tax Sheltered Annuities -
Withdrawal Limitations" on Page 38.)

<PAGE>
See "Tax Status - Diversification" on Page 32 for a discussion of owner
control of the underlying investments in a variable annuity contract.

Because of certain exemptive and exclusionary provisions, interests in the
General Account are not registered under the Securities Act of 1933 and the
General Account is not registered as an investment company under the
Investment Company Act of 1940, as amended. Accordingly, neither the General
Account nor any interests therein are subject to the provisions of these Acts,
and the Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in the Prospectus relating to the
General Account. Disclosures regarding the General Account may, however, be
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.

<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FEE TABLE

<S> <C>
OWNER TRANSACTION EXPENSES

Withdrawal Charge (see Note 2 below) 5% of purchase payment withdrawn

Transfer Fee (see Note 3 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 4 below) $30 per Contract per year

VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Premium 1.25%
Administrative Expense Charge .15 %
------------------------------------------------
Total Variable Account Annual Expenses 1.40%
</TABLE>

<TABLE>

<CAPTION>
VAN KAMPEN MERRITT SERIES TRUST'S ANNUAL EXPENSES
(as a percentage of the first $500 million of the average daily net assets of a Portfolio)

Growth
Money Market Quality Income Stock Index and Income
Portfolio Portfolio Portfolio Portfolio
------------- --------------- ------------ -----------
<S> <C> <C> <C> <C>
Management Fees (after management fee waiver with
respect to the Money Market Portfolio) 0%* .50% .50% .60%
Other Operating Expenses (after expense reimbursement
- see Note 5 below) .10% .10% .10% .10%
------------- --------------- ------------ -----------
Total Trust Annual Expenses .10%* .60% .60% .70%
============= =============== ============ ===========
<FN>
* VAN KAMPEN/AMERICAN CAPITAL INVESTMENT ADVISORY CORP. ("VKACIA"), THE TRUST'S INVESTMENT ADVISOR, CURRENTLY
WAIVES ITS MANAGEMENT FEE FOR THE MONEY MARKET PORTFOLIO. ALTHOUGH NOT OBLIGATED TO, VKACIA EXPECTS TO CONTINUE
WAIVING THE MANAGEMENT FEE FOR THE MONEY MARKET PORTFOLIO. IN THE FUTURE, VKACIA MAY CHARGE THIS FEE ON A PARTIAL
OR COMPLETE BASIS. ABSENT THE MANAGEMENT FEE WAIVER, THE MANAGEMENT FEE ON AN ANNUAL BASIS FOR THE MONEY MARKET
PORTFOLIO IS .50%. THE EXAMPLES SHOWN BELOW FOR THE MONEY MARKET PORTFOLIO ARE CALCULATED BASED UPON A WAIVER OF
THE MANAGEMENT FEE.
</TABLE>

<CAPTION>
LORD ABBETT SERIES FUND, INC.'S ANNUAL EXPENSES
(as a percentage of average daily net assets of a Portfolio)

Growth and Income
Portfolio
------------------
<S> <C>
Management Fees .50%
Maximum 12b-1 Fees** .15%
Other Operating Expenses .09%
------------------

Total Fund Annual Expenses .74%**
==================
<FN>
** THE EXPENSES FOR THE GROWTH AND INCOME PORTFOLIO OF LORD ABBETT SERIES
FUND, INC. REFLECT A 12b-1 PLAN WHICH PROVIDES FOR PAYMENTS TO LORD
ABBETT FOR REMITTANCE TO A LIFE INSURANCE COMPANY FOR CERTAIN DISTRIBUTION
EXPENSES (SEE THE FUND PROSPECTUS). THE 12b-1 PLAN PROVIDES THAT SUCH
REMITTANCES IN THE AGGREGATE WILL NOT EXCEED .15%, ON AN ANNUAL BASIS, OF THE
DAILY NET ASSET VALUE OF SHARES OF THE GROWTH AND INCOME PORTFOLIO. THE 12b-1
PLAN HAS NOT BEEN IMPLEMENTED. THE EXAMPLES BELOW REFLECT THE
IMPOSITION OF THE MAXIMUM 12b-1 FEE.
</TABLE>

EXAMPLES

An Owner would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets:

a) upon surrender at the end of each time period;
b) if the Contract is not surrendered or is annuitized.

Time Periods
<TABLE>

1 year 3 years
<S> <C> <C>
Van Kampen Merritt Series Trust Money Market Portfolio a) $66.26 $ 95.31
b) $16.26 $ 50.31

Van Kampen Merritt Series Trust Quality Income Portfolio a) $71.29 $ 110.60
b) $21.29 $ 65.60

Van Kampen Merritt Series Trust Growth and Income Portfolio a) $72.29 $ 113.63
b) $22.29 $ 68.63

Van Kampen Merritt Series Trust Stock Index Portfolio a) $71.29 $ 110.60
b) $21.29 $ 65.60

Lord Abbett Series Fund, Inc. Growth and Income Portfolio a) $72.69 $ 114.84
b) $22.69 $ 69.84
</TABLE>

<PAGE>
Explanation of Fee Table and Examples

1. The purpose of the above Table is to assist the Owner in understanding
the various costs and expenses that an Owner will incur, directly or
indirectly. The Table reflects expenses of the Variable Account as well as of
the Eligible Investments. For additional information, see "Charges and
Deductions" in this Prospectus and the Prospectuses for Van Kampen Merritt
Series Trust and Lord Abbett Series Fund, Inc.

2. The Withdrawal Charge is imposed on withdrawals of Contract Values
attributable to purchase payments within five (5) years after receipt and is
equal to 5% of the purchase payment withdrawn. After the five year period,
withdrawals attributable to such purchase payments are not subject to the
Withdrawal Charge.

An Owner may, not more frequently than once annually on a non-cumulative
basis, make a withdrawal each Contract Year of up to ten percent (10%) of the
aggregate purchase payments free from Withdrawal Charges provided the Contract
Value prior to the withdrawal exceeds $5,000. Subject to any conditions and
fees the Company may impose, an Owner may elect to have this amount paid in
equal periodic installments. The Company reserves the right to charge a fee
for this service. Currently, however, there are no charges for this service.
(See "Charges and Deductions - Deduction for Withdrawal Charge (Sales Load)"
on Page 15 and "Withdrawals - Automatic Withdrawals" on Page 29.) The 10% free
withdrawal has been factored into the Examples above.

3. No Transfer Fee will be assessed for a transfer made in connection with
the Dollar Cost Averaging program providing for the automatic transfer of
funds from the Money Market Sub-Account or the General Account to any other
Sub-Account(s). (See "Charges and Deductions - Deduction for Transfer Fee" on
Page 19 and "Purchase Payments and Contract Value - Dollar Cost Averaging" on
Page 26.)

4. The Company waives the annual Contract Maintenance Charge for all
Owners whose initial purchase payment equals $50,000 or more. The Contract
Maintenance Charge will continue to be deducted in the event that the Contract
is withdrawn by the Owner for its full Withdrawal Value. (See "Charges and
Deductions - Deduction for Contract Maintenance Charge" on Page 18.)

5. Since August 20, 1990, Cova Financial Services Life Insurance
Company, an affiliate of the Company, has been reimbursing the Trust for all
operating expenses (exclusive of the management fees) in excess of
approximately .10%. Due to the methodology used to calculate the actual
historical expense ratios, they may be reported as being slightly higher or
lower than the intended .10%. The actual expense percentages for all operating
expenses (exclusive of the management fees) for the Trust for the year ended
December 31, 1994 were: .18% for the Quality Income Portfolio, .30% for the
Stock Index Portfolio, .18% for the Money Market Portfolio and .89% for the
Trust's Growth and Income Portfolio.

<PAGE>
Absent the expense reimbursement and management fee waiver, the
percentages shown for total expenses for the Trust and the Fund (on an
annualized basis) for the year or period ended December 31, 1994 would have
been .68% for the Quality Income Portfolio, .68% for the Money Market
Portfolio, .80% for the Stock Index Portfolio and 1.49% for the Trust's Growth
and Income Portfolio.

6. Premium taxes are not reflected. Premium taxes may apply. See "Charges
and Deductions - Deduction for Premium Taxes" on Page 18.

7. The assumed initial purchase payment is $30,000.

8. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
THE COMPANY

Cova Financial Life Insurance Company (the "Company") was originally
incorporated on September 6, 1972 as Industrial Indemnity Life Insurance
Company, a California company and changed its name on January 1, 1986 to Xerox
Financial Life Insurance Company. The Company presently is licensed to do
business in the state of California. On June 1, 1995 a wholly-owned
subsidiary of General American Life Insurance Company ("General American")
purchased Xerox Financial Services Life Insurance Company ("Xerox Life"), an
affiliate of the Company from Xerox Financial Services, Inc. ("XFS"). The
acquisition ("Acquisition") of Xerox Life included related companies,
including the Company. On June 1, 1995 the Company changed its name to Cova
Financial Life Insurance Company.

In conjunction with the Acquisition, the Company also entered into a financing
reinsurance transaction that caused OakRe Life Insurance Company ("OakRe"), a
Missouri licensed insurer and a wholly-owned XFS subsidiary, to assume the
benefits and risks of existing single premium deferred annuity deposits
(SPDAs) which aggregated $3,059 million at December 31, 1994. In exchange,
the Company transferred specifically identified assets to OakRe which had a
carrying value of $3,150.4 million at December 31, 1994. Ownership of OakRe
was retained by XFS subsequent to the Acquisition. The receivable from OakRe
to the Company that is created by this transaction will be liquidated over the
remaining crediting rate guaranty periods (which will be substantially all
expired in five years) by the transfer of cash in the amount of the then
current account value, less a recapture fee to OakRe on policies retained
beyond their 30-day no-fee surrender window by the Company, upon the next
crediting reset date of each annuity policy. The Company may then retained
and assume the benefits and risks of those deposits thereafter.

All of the Company's deposit obligations are fully guaranteed by the acquirer,
General American, and the receivable from OakRe equal to the SPDA obligations
are guaranteed by OakRe's parent, XFS. In the event that both OakRe and XFS
default on the receivable, the Company may draw funds from a standby bank
irrevocable letter of credit established by XFS in the amount of $500 million.

In substance, the structure of the Acquisition allowed the seller, XFS, to
retain substantially all of the existing financial benefits and risks of the
existing business, while the purchaser, General American, obtains the
corporate licenses, marketing and administrative capabilities of the Company,
and access to the retention of the policyholder deposit base that persists
beyond the next crediting rate reset date.

THE VARIABLE ACCOUNT

The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to California insurance law on March 24,
1992. This segregated asset account has been designated Cova Variable Annuity
Account Five (the "Variable Account"). Prior to June 1, 1995, the Variable
Account was known as Xerox Variable Annuity Account Five. The Company has
caused the Variable Account to be registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940, as amended.

<PAGE>
The assets of the Variable Account are the property of the Company.
However, the assets of the Variable Account, equal to the reserves and other
contract liabilities with respect to the Variable Account, are not chargeable
with liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.

The Variable Account meets the definition of a "separate account" under
federal securities laws.

The Variable Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of Van Kampen Merritt Series Trust or
Lord Abbett Series Fund, Inc. There is no assurance that the investment
objective of any of the Portfolios will be met. Owners bear the complete
investment risk for purchase payments allocated to a Sub-Account. Contract
Values will fluctuate in accordance with the investment performance of the
Sub-Account(s) to which purchase payments are allocated, and in accordance
with the imposition of the fees and charges assessed under the Contracts.

VAN KAMPEN MERRITT SERIES TRUST

Van Kampen Merritt Series Trust ("Trust") has been established to act as one
of the funding vehicles for the Contracts offered. The Trust is managed by Van
Kampen/American Capital Investment Advisory Corp. (formerly, Van Kampen
Merritt Investment Advisory Corp.) ("Investment Advisor"), which is not
affiliated with the Company. The Trust is a diversified open-end management
investment company. While a brief summary of the investment objectives of the
available Portfolios is set forth below, more comprehensive information,
including a discussion of potential risks, is found in the current Prospectus
for the Trust which is included with this Prospectus. Additional Prospectuses
and the Statement of Additional Information can be obtained by calling or
writing the Company's Marketing and Executive Office.

The Trust is intended to meet differing investment objectives with its
currently available separate Portfolios: Money Market Portfolio, Quality
Income Portfolio, Stock Index Portfolio and Growth and Income Portfolio. The
investment objectives of the Portfolios are as follows:

<PAGE>
MONEY MARKET PORTFOLIO. The investment objective of this Portfolio is to
provide high current income consistent with the preservation of capital and
liquidity through investment in a broad range of money market instruments that
will mature within 12 months of the date of purchase. An investment in the
Money Market Portfolio is neither insured nor guaranteed by the U.S.
Government.

QUALITY INCOME PORTFOLIO. The investment objective of this Portfolio is to
seek a high level of current income, consistent with safety of principal, by
investing in obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities or in various investment grade debt obligations
including mortgage pass-through certificates and collateralized mortgage
obligations.

STOCK INDEX PORTFOLIO. The investment objective of this Portfolio is to
achieve investment results that approximate the aggregate price and yield
performance of the Standard & Poor's 500 Composite Stock Price Index by
investing in common stocks, stock index futures contracts and options on stock
indexes and stock index futures contracts, and certain short-term fixed income
securities such as cash reserves.

"Standard & Poor's", "S&P", "S&P 500", "Standard & Poor's 500" and "500" are
trademarks of McGraw-Hill Inc. and have been licensed for use by the Company.
The Stock Index Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's Corporation ("S&P") and S&P makes no representation
regarding the advisability of investing in the Stock Index Portfolio. (See the
Trust Prospectus for more information concerning the Stock Index Portfolio.)

GROWTH AND INCOME PORTFOLIO. The investment objective of the Growth and Income
Portfolio is to seek long-term growth of both capital and income by investing
in a portfolio of common stocks which are considered by the Investment Advisor
to have potential for capital appreciation and dividend growth. The Portfolio
may also invest up to 35% of its assets in common stocks which are considered
by the Investment Advisor to have potential for capital appreciation but which
are issued by foreign corporations.

LORD ABBETT SERIES FUND, INC.

Lord Abbett Series Fund, Inc. ("Fund") has been established to act as one of
the funding vehicles for the Contracts offered. The Fund is managed by Lord,
Abbett & Co. ("Investment Manager"). The Investment Manager is not affiliated
with the Company. The Fund is a diversified open-end management investment
company. While a brief summary of the investment objectives of the available
Portfolios is set forth below, more comprehensive information including a
discussion of potential risks, is found in the current Prospectus for the Fund
which is included with this Prospectus. Additional Prospectuses and the
Statement of Additional Information can be obtained by calling or writing the
Company's Marketing and Executive Office.

<PAGE>
The investment objective of the Fund's Growth and Income Portfolio is as
follows:

GROWTH AND INCOME PORTFOLIO. The investment objective of this Portfolio is
long-term growth of capital and income without excessive fluctuation in market
value.

Additional Portfolios and/or Eligible Investments may be made available to
Owners.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Trust and the Fund held in the Variable Account at special
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Variable Account. The Company will
vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. Neither the Trust nor the Fund holds regular meetings
of shareholders.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of the Trust and not more than ninety (90) days prior to a
shareholder meeting of the Fund. Voting instructions will be solicited by
written communication at least ten (10) days prior to the meeting.

SUBSTITUTION OF SECURITIES

If the shares of the Trust or the Fund (or any Portfolio within the Trust or
Fund or any other Eligible Investment), are no longer available for investment
by the Variable Account or, if in the judgment of the Company, further
investment in the shares should become inappropriate in view of the purpose of
the Contracts, the Company may substitute shares of another Eligible
Investment (or Portfolio) for shares already purchased or to be purchased in
the future by purchase payments under the Contracts. No substitution of
securities may take place without prior approval of the Securities and
Exchange Commission and under the requirements it may impose.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from Contract Values and the Variable
Account. These charges and deductions are:

<PAGE>
DEDUCTION FOR WITHDRAWAL CHARGE (SALES LOAD)

If all or a portion of the Contract Value (see "Withdrawals" on Page 27) is
withdrawn, a Withdrawal Charge (sales load) will be calculated at the time of
each withdrawal and will
be deducted from the Contract Value. This Charge reimburses the Company for
expenses incurred in connection with the promotion, sale and distribution of
the Contracts. The Withdrawal Charge is imposed on withdrawals of Contract
Values attributable to purchase payments within five (5) years after receipt
and is equal to 5% of the purchase payment withdrawn. After the five year
period, withdrawals attributable to such purchase payments are not subject to
the Withdrawal Charge.

For a partial withdrawal, the Withdrawal Charge will be deducted from the
remaining Withdrawal Value, if sufficient; otherwise it will be deducted from
the amount withdrawn. For example, based on the 5% Withdrawal Charge, if the
Owner requests $100 and the Withdrawal Charge is $5, the total withdrawal is
in the amount of $105 (i.e., the Withdrawal Charge is 5% of the amount
requested and is deducted from the Withdrawal Value remaining after the Owner
is paid the amount requested). The amount deducted from the Contract Value
will be determined by subtracting values from the General Account and/or
canceling Accumulation Units from each applicable Sub-Account in the ratio
that the value of each Account bears to the total Contract Value. The Owner
must specify in writing in advance which Units are to be canceled from each
Sub-Account and/or whether values are to be deducted from the General Account
if other than the above method of cancellation is desired.

Commissions will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions up to an amount equal to 5.5% of
purchase payments. During the initial period in which the Contracts are
offered, the Company may pay an additional .5% commission. In addition, under
certain circumstances, the Company may pay certain broker-dealers a
persistency bonus which will take into account, among other factors, the
length of time purchase payments have been held under the Contract and
Contract Values. To the extent that the Withdrawal Charge is insufficient to
cover the actual cost of distribution, the Company may use any of its
corporate assets, including potential profit which may arise from the
Mortality and Expense Risk Premium (see below), to provide for any difference.

<PAGE>
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

DEDUCTION FOR MORTALITY AND EXPENSE RISK PREMIUM

The Company deducts on each Valuation Date, both prior to the Annuity Date and
during the Annuity Period, a Mortality and Expense Risk Premium which is
equal, on an annual basis, to 1.25% of the daily net asset value of the
Variable Account. The mortality risks assumed by the Company arise from its
contractual obligation to make annuity payments after the Annuity Date for the
life of the Annuitant and to waive the Withdrawal Charge in the event of the
death of the Owner. The expense risk assumed by the Company is that all actual
expenses involved in administering the Contracts, including Contract
maintenance costs, administrative costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees and the costs of other services may
exceed the amount recovered from the Contract Maintenance Charge and the
Administrative Expense Charge.

<PAGE>
If the Mortality and Expense Risk Premium is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.

The Mortality and Expense Risk Premium is guaranteed by the Company and cannot
be increased.

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

The Company deducts on each Valuation Date, both prior to the Annuity Date and
during the Annuity Period, an Administrative Expense Charge which is equal, on
an annual basis, to .15% of the daily net asset value of the Variable Account.
This charge, together with the Contract Maintenance Charge (see below), is to
reimburse the Company for the expenses it incurs in the establishment and
maintenance of the Contracts and the Variable Account. These expenses include
but are not limited to: preparation of the Contracts, confirmations, annual
reports and statements, maintenance of Owner records, maintenance of Variable
Account records, administrative personnel costs, mailing costs, data
processing costs, legal fees, accounting fees, filing fees, the costs of other
services necessary for Owner servicing and all accounting, valuation,
regulatory and reporting requirements. Since this charge is an asset-based
charge, the amount of the charge attributable to a particular Contract may
have no relationship to the administrative costs actually incurred by that
Contract. The Company does not intend to profit from this charge. This charge
will be reduced to the extent that the amount of this charge is in excess of
that necessary to reimburse the Company for its administrative expenses.
Should this charge prove to be insufficient, the Company will not increase
this charge and will incur the loss.

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE

The Company deducts an annual Contract Maintenance Charge of $30 from the
Contract Value on each Contract Anniversary. This charge is to reimburse the
Company for its administrative expenses (see above). This charge is deducted
by subtracting values from the General Account and/or canceling Accumulation
Units from each applicable Sub-Account in the ratio that the value of each
Account bears to the total Contract Value. When the Contract is withdrawn for
its full Withdrawal Value, on other than the Contract Anniversary, the
Contract Maintenance Charge will be deducted at the time of withdrawal. If the
Annuity Date is not a Contract Anniversary, a prorata portion of the annual
Contract Maintenance Charge will be deducted. After the Annuity Date, the
Contract Maintenance Charge will be collected on a monthly basis and will
result in a reduction of each Annuity Payment. The Company has set this charge
at a level so that, when considered in conjunction with the Administrative
Expense Charge (see above), it will not make a profit from the charges
assessed for administration.

<PAGE>
The Company currently waives the annual Contract Maintenance Charge for all
Owners whose initial purchase payment equals $50,000 or more. There is no
guarantee that the Company will continue to waive the Contract Maintenance
Charge in the future. The Contract Maintenance Charge will continue to be
deducted in the event that the Contract is withdrawn by the Owner for its full
Withdrawal Value as described above.

DEDUCTION FOR PREMIUM TAXES

Premium taxes or other taxes payable to a state or other governmental entity
will be charged against the Contract Values. Some states assess premium taxes
at the time purchase payments are made; others assess premium taxes at the
time annuity payments begin. The Company currently intends to advance any
premium taxes due at the time purchase payments are made and then deduct
premium taxes from an Owner's Contract Value at the time annuity payments
begin or upon withdrawal if the Company is unable to obtain a refund. The
Company, however, reserves the right to deduct premium taxes when incurred.
Premium taxes generally range from 0% to 4%.

DEDUCTION FOR INCOME TAXES

While the Company is not currently maintaining a provision for federal income
taxes with respect to the Variable Account, the Company has reserved the right
to establish a provision for income taxes if it determines, in its sole
discretion, that it will incur a tax as a result of the operation of the
Variable Account. The Company will deduct for any income taxes incurred by it
as a result of the operation of the Variable Account whether or not there was
a provision for taxes and whether or not it was sufficient. The Company will
deduct any withholding taxes required by applicable law.

DEDUCTION FOR TRANSFER FEE

Prior to the Annuity Date, an Owner may transfer all or part of an Account
without the imposition of any fee or charge if there have been no more than 12
transfers made in the Contract Year. If more than 12 transfers have been made
in the Contract Year, the Company will deduct a transfer fee of $25 per
transfer or, if less, 2% of the amount transferred. If the Owner is
participating in the Dollar Cost Averaging program providing for the automatic
transfer of funds from the Money Market Sub-Account or the General Account to
any other Sub-Account(s), such transfers are not taken into account in
determining any transfer fee. (See "Purchase Payments and Contract Value -
Dollar Cost Averaging" on Page 26.)

<PAGE>
DEDUCTION FOR TRUST AND FUND EXPENSES

There are other deductions from and expenses paid out of the assets of the
Trust and Fund which are described in the accompanying Trust and Fund
Prospectuses.

THE CONTRACTS

OWNERSHIP

The Owner has all rights and may receive all benefits under the Contract.
Prior to the Annuity Date, the Owner is the person designated in the
Application, unless changed. On and after the Annuity Date, the Annuitant is
the Owner. Upon the death of the Annuitant, the Beneficiary is the Owner.

The Owner may change the Owner at any time. A change of Owner will
automatically revoke any prior designation of Owner. A request for change must
be: (1) made in writing; and (2) received at the Company. The change will
become effective as of the date the written request is signed. A new
designation of Owner will not apply to any payment made or action taken by the
Company prior to the time it was received.

ANNUITANT

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

ASSIGNMENT

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

If the Contract is issued pursuant to a retirement plan which receives
favorable tax treatment under the provisions of Sections 401, 403(b) or 408 of
the Code, it may not be assigned, pledged or otherwise transferred
except as may be allowed under applicable law.

BENEFICIARY

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

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

<C> <S>

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

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

(3) to the estate of the Owner.
</TABLE>

CHANGE OF BENEFICIARY

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

TRANSFERS OF CONTRACT VALUES DURING THE ACCUMULATION PERIOD

Prior to the Annuity Date, an Owner may transfer all or part of an Account
without the imposition of any fee or charge if there have been no more than 12
transfers made in the Contract Year. If more than 12 transfers have been made
in the Contract Year, the Company will deduct a transfer fee. If the Owner is
participating in the Dollar Cost Averaging program providing for the automatic
transfer of funds from the Money Market Sub-Account or the General Account to
any other Sub-Account(s), such transfers are not taken into account in
determining any transfer fee. (See "Charges and Deductions - Deduction for
Transfer Fee" on Page 19 and "Purchase Payments and Contract Value - Dollar
Cost Averaging" on Page 26.) All transfers are subject to the
following:
<TABLE>

<C> <S>
(1) The deduction of any transfer fee that may be imposed (no charge for the
first 12 transfers in a Contract Year; thereafter, the fee is $25 per transfer or,
if less, 2% of the amount transferred). The transfer fee will be deducted from
the Account from which the transfer is made. However, if the entire interest in
the Account is being transferred, the transfer fee will be deducted from the
amount which is transferred.

(2) The minimum amount which may be transferred is the lesser of (i) $1000; or
(ii) the Owner's entire interest in the Account.

(3) Transfers will be effected during the Valuation Period next following receipt
by the Company of a written transfer request (or by telephone, if authorized)
containing all required information. However, no transfer may be made
effective within seven (7) calendar days of the Annuity Date.

(4) Any transfer direction must clearly specify the amount which is to be
transferred and the Accounts which are to be affected.

(5) The Company reserves the right at any time and without prior notice to any
party including, but not limited to, the circumstances described in the
"Suspension of Payments or Transfers" provision, below, to terminate,
suspend or modify the transfer privileges described above.
</TABLE>

<PAGE>
An Owner may elect to make transfers by telephone. If there are joint
Owners , unless the Company is informed to the contrary, instructions
will be accepted from either one of the joint Owners. The Company will
use reasonable procedures to confirm that instructions communicated by
telephone are genuine. If it does not, the Company may be liable for any
losses due to unauthorized or fraudulent instructions. The Company tape
records all telephone instructions.

DEATH OF THE ANNUITANT

Upon the death of the Annuitant prior to the Annuity Date, the Owner must
designate a new Annuitant. If no designation is made within 30 days of the
death of the Annuitant, the Owner will become the Annuitant. However, if the
Owner is a non-natural person, then the death or change of the Annuitant will
be treated as the death of the Owner. (See "Death of the Owner" below.)

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

DEATH OF THE OWNER

Upon death of the Owner prior to the Annuity Date, the Death Benefit will be
paid to the Beneficiary designated by the Owner. The Death Benefit will be the
greater of:
<TABLE>

<C> <S>
1. the purchase payments, less any withdrawals and any applicable
Withdrawal Charge; or

2. the Contract Value.
</TABLE>

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

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

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

<C> <S>
(i) the Beneficiary is the spouse of the Owner, in which event the Beneficiary will
become the Owner and may elect that the Contract remain in effect; or

(ii) the Beneficiary is not the spouse of the Owner , in which event the Beneficiary
may elect to have the Death Benefit payable under an Annuity Option over the
lifetime of the Beneficiary beginning within one year of the date of death.
</TABLE>

The Contract can be held by joint Owners . Any joint Owner must
be the spouse of the other Owner . Upon the death of either joint
Owner , the surviving spouse will be the designated Beneficiary. Any
other Beneficiary designated in the Application or as subsequently changed
will be treated as a contingent Beneficiary unless otherwise indicated.

MODIFICATION OF THE CONTRACT

The Contract may not be modified by the Company without the consent of the
Owner except as may be required by applicable law.

ANNUITY PROVISIONS

ANNUITY DATE AND ANNUITY OPTION

The Owner selects an Annuity Date and Annuity Option at the time of
Application . The Annuity Date must always be the first day of a
calendar month and must be at least one month after the Issue Date. The
Annuity Date may not be later than the first day of the first calendar month
following the Annuitant's 85th birthday. If no Annuity Option is elected,
Option 2 with 10 years guaranteed payments will automatically be applied.

CHANGE IN ANNUITY DATE AND ANNUITY OPTION

Prior to the Annuity Date, the Owner may, upon at least thirty (30) days prior
written notice to the Company, change the Annuity Date. The Annuity Date must
always be the first day of a calendar month and must be at least one month
after the Issue Date. The Annuity Date may not be later than the first day of
the first calendar month following the Annuitant's 85th birthday.

<PAGE>
The Owner may, upon at least thirty (30) days prior written notice to the
Company, at any time prior to the Annuity Date, change the Annuity Option.

ALLOCATION OF ANNUITY PAYMENTS

If all of the Contract Value on the seventh calendar day before the Annuity
Date is allocated to the General Account, the Annuity will be paid as a Fixed
Annuity. If all of the Contract Value on that date is allocated to the
Variable Account, the Annuity will be paid as a Variable Annuity. If the
Contract Value on that date is allocated to both the General Account and the
Variable Account, the Annuity will be paid as a combination of a Fixed Annuity
and a Variable Annuity to reflect the allocation between the Accounts.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Owner may transfer, by written request,
Contract Values among the Accounts subject to the following:
<TABLE>

<C> <S>
1. the Owner may make a transfer once each Contract Year between
Sub-Accounts of the Variable Account.

2. the Owner may, at any time, make a transfer from one or more Sub-Accounts to
the General Account. The Owner may not make a transfer from the General
Account to the Variable Account. Amounts transferred from a Sub-Account to
the General Account are subject to certain procedures set out in the Contract.
</TABLE>

ANNUITY OPTIONS

The actual dollar amount of Variable Annuity Payments is dependent upon (i)
the Contract Value on the Annuity Date, (ii) the annuity table specified in
the Contract, (iii) the Annuity Option selected, and (iv) the investment
performance of the Sub-Account(s) selected.

The annuity tables contained in the Contract are based on a three percent (3%)
assumed investment rate. If the actual net investment rate exceeds three
percent (3%), Annuity Payments will increase. Conversely, if the actual rate
is less than three percent (3%), Annuity Payments will decrease. If a higher
assumed investment rate was used, the initial payment would be higher, but the
actual net investment rate would have to be higher in order for Annuity
Payments to increase.

Variable Annuity Payments will reflect the investment performance of the
Variable Account in accordance with the allocation of the Contract Value to
the Sub-Account(s) on the Annuity Date. Thereafter, allocations may not
be changed except as provided in "Transfers During the Annuity Period", above.
The total dollar amount of each Annuity Payment is the sum of the Variable
Annuity Payment and the Fixed Annuity Payment reduced by the Contract
Maintenance Charge.

<PAGE>
The amount payable under the Contract may be made under one of the following
options or any other option acceptable to the Company:

OPTION 1. LIFE ANNUITY.

An annuity payable monthly during the lifetime of the Annuitant. Payments
cease at the death of the Annuitant.

OPTION 2. LIFE ANNUITY WITH 5, 10 OR 20 YEARS GUARANTEED.

An annuity payable monthly during the lifetime of the Annuitant with the
guarantee that, if at the death of the Annuitant, payments have been made for
less than the selected guaranteed period, payments will be continued to the
Beneficiary for the remainder of the guaranteed period. If the Beneficiary
does not desire payments to continue for the remainder of the guaranteed
period, he or she may elect to have the present value of the guaranteed
Annuity Payments remaining, as of the date notice of death is received by the
Company, commuted at the assumed investment rate.

OPTION 3. JOINT AND LAST SURVIVOR ANNUITY.

An annuity payable monthly during the joint lifetime of the Annuitant and
another person. At the death of either Payee, Annuity Payments will continue
to be made to the survivor Payee. The survivor's Annuity Payments will be
equal to 100%, 66 2/3% or 50% of the amount payable during the joint lifetime,
as chosen.

If no Annuity Option is elected, Option 2 with a 10 year guaranteed period
will automatically be applied.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Annuity Payments will be paid as monthly installments pursuant to the Annuity
Option selected by the Owner (see "Annuity Provisions - Annuity Options"
above). However, if the net amount available to apply under any Annuity
Option is less than $5,000, the Company has the right to pay the amount in one
single lump sum. In addition, if the payments provided for would be or become
less than $100, the Company has the right to change the frequency of payments
to provide payments of at least $100.

<PAGE>
PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

The Contracts are purchased under a flexible purchase payment plan. The
initial purchase payment is due on the Issue Date. The minimum initial
purchase payment for Non-Qualified Contracts is $5,000 and the minimum
subsequent purchase payment is $2,000. For Qualified Contracts, the minimum
initial and subsequent purchase payments must be at least $2,000. Prior
Company approval must be obtained for purchase payment(s) in excess of
$1,000,000. The Company reserves the right to decline any Application or
purchase payment.

ALLOCATION OF PURCHASE PAYMENTS

Purchase payments are allocated to the General Account or appropriate
Sub-Account(s) within the Variable Account as elected by the Owner. Unless
elected otherwise by the Owner, subsequent purchase payments are allocated in
the same manner as the initial purchase payment. Under certain circumstances,
purchase payments which have been designated by prospective purchasers to be
allocated to Sub-Accounts other than the Money Market Sub-Account may
initially be allocated to the Money Market Sub-Account. (See "Highlights" on
Page 4.) For each Sub-Account, purchase payments are converted into
Accumulation Units. The number of Accumulation Units credited to the Contract
is determined by dividing the purchase payment allocated to the Sub-Account by
the value of the Accumulation Unit for the Sub-Account. Purchase payments
allocated to the General Account are credited in dollars.

If the Application for a Contract is in good order, the Company will apply the
purchase payment to the Variable Account and credit the Contract with
Accumulation Units and/or to the General Account and credit the Contract with
dollars within two business days of receipt. If the Application for a Contract
is not in good order, the Company will attempt to get it in good order or the
Company will return the Application and the purchase payment within five (5)
business days. The Company will not retain a purchase payment for more than
five (5) business days while processing an incomplete Application unless it
has been so authorized by the purchaser.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected, permits an Owner to
systematically transfer each month amounts from the Money Market Sub-Account
or the General Account to any Sub-Account(s). By allocating amounts on a
regularly scheduled basis as opposed to allocating the total amount at one
particular time, an Owner may be less susceptible to the impact of market
fluctuations. The minimum amount which may be transferred is $500. An Owner
must have a minimum of $6,000 of Contract Value in the Money Market
Sub-Account or the General Account, or the amount required to complete the
Owner's designated program, in order to participate in the Dollar Cost
Averaging program.

<PAGE>
All Dollar Cost Averaging transfers will be made on the 15th of each month (or
the next Valuation Date if the 15th of the month is not a Valuation Date). If
the Owner is participating in the Dollar Cost Averaging program, such
transfers are not taken into account in determining any transfer fee. Under
certain circumstances, there may be restrictions with respect to an Owner's
ability to participate in the Dollar Cost Averaging program.

DISTRIBUTOR

Cova Life Sales Company ("Life Sales") (formerly, Xerox Life Sales
Company) One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois
60181-4644, acts as the distributor of the Contracts. On May 1, 1993, Life
Sales also became the distributor of the Trust's shares. Prior thereto, Van
Kampen Merritt Inc. was the distributor of the Trust's shares. Life Sales is
an affiliate of the Company. The Contracts are offered on a continuous
basis.

CONTRACT VALUE

The value of the Contract is the sum of the values for each Sub-Account and
the value in the General Account. The value of each Sub-Account is determined
by multiplying the number of Accumulation Units attributable to the
Sub-Account by the value of an Accumulation Unit for the Sub-Account.

ACCUMULATION UNIT

Purchase payments allocated to the Variable Account and amounts transferred to
or within the Variable Account are converted into Accumulation Units. This is
done by dividing each purchase payment by the value of an Accumulation Unit
for the Valuation Period during which the purchase payment is allocated to the
Variable Account or the transfer is made. The Accumulation Unit value for each
Sub-Account was arbitrarily set initially at $10. The Accumulation Unit value
for any later Valuation Period is determined by subtracting (b) from (a) and
dividing the result by (c) where:
<TABLE>

<C> <S>
(a) is the net result of
</TABLE>

<TABLE>

<C> <S>
(1) the assets of the Sub-Account; i.e., the aggregate value of the
underlying Eligible Investment shares held at the end of such
Valuation Period, plus or minus

(2) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation
of the Sub-Account;
</TABLE>

<C> <S>
(b) is the cumulative unpaid charge for the Mortality and Expense Risk Premium
and for the Administrative Expense Charge (see "Charges and Deductions"
on Page 15) ; and

The Accumulation Unit value may increase or decrease from Valuation Period to
Valuation Period.

WITHDRAWALS

While the Contract is in force and before the Annuity Date, the Company will,
upon written request to the Company by the Owner, allow the withdrawal of all
or a portion of the Contract for its Withdrawal Value. Withdrawals will result
in the cancellation of Accumulation Units from each applicable Sub-Account of
the Variable Account or a reduction in the General Account Value in the ratio
that the Sub-Account Value and/or the General Account Value bears to the total
Contract Value. The Owner must specify in writing in advance which units are
to be canceled or values are to be reduced if other than the above-mentioned
method of cancellation is desired. The Company will pay the amount of any
withdrawal within seven (7) days of receipt of a request, unless the
"Suspension of Payments or Transfers" provision is in effect (see "Suspension
of Payments or Transfers" below).

The Withdrawal Value is the Contract Value for the Valuation Period next
following the Valuation Period during which a written request for withdrawal
is received at the Company reduced by the sum of:

(a) any applicable taxes not previously deducted;
(b) any applicable Contract Maintenance Charge; and
(c) any applicable Withdrawal Charge.

Each partial withdrawal must be for an amount which is not less than $1,000
or, if smaller, the remaining value in the Sub-Account or General Account. The
remaining value in each Sub-Account or the General Account from which a
partial withdrawal is requested must be at least $1,000 after the partial
withdrawal is completed.

Certain tax withdrawal penalties and restrictions may apply to withdrawals
from the Contracts. (See "Tax Status" on Page 32.) For Contracts
purchased in connection with 403(b) plans, the Code limits the withdrawal of
amounts attributable to contributions made pursuant to a salary reduction
agreement (as defined in Section 403(b)(11) of the Code) to circumstances only
when the Owner: (1) attains age 591/2; (2) separates from service; (3) dies;
(4) becomes disabled (within the meaning of Section 72(m)(7) of the Code); or
(5) in the case of hardship.

<PAGE>
However, withdrawals for hardship are restricted to the portion of the Owner's
Contract Value which represents contributions made by the Owner and does not
include any investment results. The limitations on withdrawals became
effective on January 1, 1989 and apply only to salary reduction contributions
made after December 31, 1988, to income attributable to such contributions and
to income attributable to amounts held as of December 31, 1988. The
limitations on withdrawals do not affect rollovers or transfers between
certain Qualified Plans. Owners should consult their own tax counsel or other
tax adviser regarding any distributions.

AUTOMATIC WITHDRAWALS

As stated elsewhere herein, an Owner may, not more frequently than once each
Contract Year, make a withdrawal each Contract Year of up to ten percent (10%)
of the aggregate purchase payments free from Withdrawal Charges provided the
Contract Value prior to the withdrawal exceeds $5,000. Subject to any
conditions and fees the Company may impose, an Owner may elect to have this
amount paid in equal periodic installments ("automatic withdrawals"). The
Company reserves the right to charge a fee for automatic withdrawals.
Currently, however, there are no charges for automatic withdrawals. Changes
requested by the Owner to the automatic withdrawal program will be subject to
current administrative rules of the Company.

Automatic withdrawals are made on the 15th of each month. Owners must be 59 or
older to participate in the program. Certain withdrawal penalties may apply to
withdrawals from the Contracts. (See "Tax Status - Tax Treatment of
Withdrawals - Non-Qualified Contracts" on Page 35 and "Tax Status - Tax
Treatment of Withdrawals - Qualified Contracts" on Page 37.) Automatic
withdrawals are taken pro-rata from Contract Value. The right to a 10% free
single sum withdrawal is forfeited.

SUSPENSION OF PAYMENTS OR TRANSFERS

The Company reserves the right to suspend or postpone payments from the
Variable Account for withdrawals or transfers for any period when:

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

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

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

(4) during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Owners;

provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
</TABLE>

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

PERFORMANCE INFORMATION

MONEY MARKET PORTFOLIO

From time to time, the Company may advertise the "yield" and "effective yield"
for the Money Market Sub-Account of the Variable Account. Both "yield"
figures are based on historical earnings and are not intended to indicate
future performance. The "yield" of the Money Market Sub-Account refers to the
income generated by Contract Values in the Money Market Sub-Account over a
seven-day period (which period will be stated in the advertisement). This
income is "annualized". That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a
52-week period and is shown as a percentage of the Contract Values in the
Money Market Sub-Account. The "effective yield" is calculated similarly.
However, when annualized, the income earned by Contract Values is assumed to
be reinvested. This results in the "effective yield" being slightly higher
than the "yield" because of the compounding effect of the assumed
reinvestment. The yield figure will reflect the deduction of any asset-based
charges and any applicable Contract Maintenance Charge, but will not reflect
the deduction of any Withdrawal Charge. The deduction of any Withdrawal Charge
would reduce any percentage increase or make greater any percentage decrease.

OTHER PORTFOLIOS

From time to time, the Company may advertise performance data for the various
other Portfolios under the Contract. Such data will show the percentage change
in the value of an Accumulation Unit based on the performance of an investment
medium over a period of time, usually a calendar year, determined by dividing
the increase (decrease) in value for that Unit by the Accumulation Unit value
at the beginning of the period. This percentage figure will reflect the
deduction of any asset-based charges and any applicable Contract Maintenance
Charges under the Contracts, but will not reflect the deduction of any
Withdrawal Charge. The deduction of any Withdrawal Charge would reduce any
percentage increase or make greater any percentage decrease.

<PAGE>
Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return figures
reflect the deduction of any applicable Contract Maintenance Charges and
Withdrawal Charges, as well as any asset-based charges.

The Company may make available yield information with respect to some of the
Portfolios. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Contract Maintenance Charge as well as any
asset-based charges.

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

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

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

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

<PAGE>
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Roswell, Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect
the deduction of asset-based insurance charges.

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

TAX STATUS

GENERAL

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

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

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

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

DIVERSIFICATION

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

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

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

<PAGE>
The Company intends that all Portfolios of the Trust and the Fund underlying
the Contracts will be managed by the Investment Advisor for the Trust and by
the Investment Manager for the Fund in such a manner as to comply with these
diversification requirements.

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

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

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

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

MULTIPLE CONTRACTS

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

<PAGE>
TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement account or individual retirement annuity, are subject to a
mandatory 20% withholding for federal income tax. The 20% withholding
requirement does not apply to: a) distributions for the life or life
expectancy of the participant or joint and last survivor expectancy of the
participant and a designated beneficiary; or b) distributions for a specified
period of 10 years or more; or c) distributions which are required minimum
distributions. Participants should consult their own tax counsel or other tax
adviser regarding withholding.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

<PAGE>
The above information does not apply to Qualified Contracts. However, separate
tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals - Qualified Contracts" on Page
37.)

QUALIFIED PLANS

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

Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available as described
in this Prospectus. Generally, Contracts issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts. (See "Tax
Treatment of Withdrawals - Qualified Contracts" on Page 37 .)

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

a. H.R. 10 Plans

Section 401 of the Code permits self-employed individuals to establish
Qualified Plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places
limitations and restrictions on all Plans including on such items as: amount
of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and nonforfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- - Qualified Contracts" on Page 37 .) Purchasers of Contracts for use
with an H.R. 10 Plan should obtain competent tax advice as to the tax
treatment and suitability of such an investment.

<PAGE>
b. Tax-Sheltered Annuities

Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
by public schools and certain charitable, educational and scientific
organizations described in Section 501(c)(3) of the Code. These qualifying
employers may make contributions to the Contracts for the benefit of their
employees. Such contributions are not includible in the gross income of the
employees until the employees receive distributions from the Contracts. The
amount of contributions to the tax-sheltered annuity is limited to certain
maximums imposed by the Code. Furthermore, the Code sets forth additional
restrictions governing such items as transferability, distributions,
nondiscrimination and withdrawals. (See "Tax Treatment of Withdrawals -
Qualified Contracts" on Page 37 .) Any employee should obtain competent
tax advice as to the tax treatment and suitability of such an investment.

c. Individual Retirement Annuities

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

d. Corporate Pension and Profit-Sharing Plans

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

<PAGE>
TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

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

Generally, distributions from a qualified plan must commence no later than
April 1 of the calendar year following the year in which the employee attains
age 70. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.

<PAGE>
TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS
Generally, investment earnings on premiums for the Contracts will be
taxed currently to the Owner if the Owner is a non-natural person, e.g., a
corporation, or certain other entities other than tax-qualified trusts. Such
Contracts generally will not be treated as annuities for federal income tax
purposes.

FINANCIAL STATEMENTS

Financial Statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Variable Account have
been included therein because , as of the date of this
Prospectus, the Variable Account had no assets.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Variable Account,
the Distributor or the Company is a party.

<CAPTION>
TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION

<S> <C>
ITEM PAGE
- ------------------------------------------------------------- ----

Company......................................................

Experts......................................................

Legal Opinions...............................................

Distributor..................................................

Yield Calculation for Money Market Sub-Account...............

Performance Information......................................

Annuity Provisions...........................................
Variable Annuity...........................................
Fixed Annuity..............................................
Annuity Unit...............................................
Net Investment Factor......................................
Mortality and Expense Guarantee............................

Financial Statements.........................................
</TABLE>

39
<PAGE>

<S> <C>

__________________

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

Please send me, at no charge, the Statement of Additional Information dated
May 1, 1995, as amended June 1, 1995 for the Individual Flexible Purchase
Payment Deferred Variable and Fixed Annuity Contracts issued by Cova Variable
Annuity Account Five and Cova Financial Life Insurance Company.

(Please print or type and fill in all information)

BACK _______________________________________________________________
- ----- Name

_______________________________________________________________
Address

_______________________________________________________________
City State Zip Code

Form #5344-A

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