COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1996-08-02
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COVA
Cova Financial Life Insurance Company                             June 28, 1996



               PROFILE of the Fixed and Variable Annuity Contract

This Profile is a summary of some of the more  important  points that you should
consider and know before  purchasing  the  Contract.  The Contract is more fully
described in the  prospectus  which  accompanies  this Profile.  Please read the
prospectus carefully.

1. THE ANNUITY CONTRACT. The fixed and variable annuity contract offered by Cova
is a contract  between  you, the owner,  and Cova,  an  insurance  company.  The
Contract  provides  a means for  investing  on a  tax-deferred  basis in a fixed
account of Cova and 11  investment  portfolios.  The  Contract is  intended  for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed income options.

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

This Contract also offers 11 investment  portfolios  which are listed in Section
4.  These  portfolios  are  designed  to offer a better  return  than the  fixed
account. However, this is NOT guaranteed. You can also lose your money.

You can put money into any or all of the investment portfolios (except as noted)
and the fixed account.  You can transfer  between accounts up to 12 times a year
without charge or tax implications.  After 12 transfers, the charge is $25 or 2%
of the amount transferred, which ever is less.

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

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

2. ANNUITY  PAYMENTS (THE INCOME PHASE).  If you want to receive  regular income
from your annuity, you can choose one of three options: (1) monthly payments for
your life (assuming you are the annuitant);  (2) monthly payments for your life,
but with payments  continuing to the  beneficiary  for 5, 10 or 20 years (as you
select)  if you die  before  the end of the  selected  period;  and (3)  monthly
payments for your life and for the life of another person  (usually your spouse)
selected by you. Once you begin receiving  regular  payments,  you cannot change
your payment plan.

During the income phase, you have the same investment choices you had during the
accumulation phase. You can choose to have payments come from the fixed account,
the  investment  portfolios  or  both.  If you  choose  to have any part of your
payments come from the investment portfolios, the dollar amount of your payments
may go up or down.

3.  PURCHASE.  You can buy this Contract with $5,000 or more under most
circumstances. You can add $2,000 or more any time you like during the
accumulation phase. Your registered representative can help you fill out the
proper forms.

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

<TABLE>
<CAPTION>
<S>                                          <C>                                               <C>
Managed by J.P. Morgan                       Managed by Lord, Abbett & Co.                     Managed by Van Kampen
Investment Management Inc.                      Bond Debenture (a "high yield" portfolio       American Capital
   Select Equity                                under California insurance regulations)        Investment Advisory Corp.
   Small Cap Stock                              Growth and Income                                 Growth and Income
   Large Cap Stock                                                                                Money Market
   International Equity                                                                           Quality Income
   Quality Bond                                                                                   Stock Index
</TABLE>

Depending  upon  market  conditions,  you can make or lose money in any of these
portfolios.

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

Each year Cova  deducts a $30 contract fee from your  Contract.  Cova  currently
waives this charge if the value of your Contract is at least $50,000.  Cova also
deducts for its  insurance  charges which total 1.40% of the average daily value
of your Contract allocated to the investment portfolios.

There are also  investment  charges which range from .11% to .95% of the average
daily value of the investment portfolio depending upon the investment portfolio.

If you take your money out,  Cova may assess a withdrawal  charge which is equal
to 5% of the purchase payment you withdraw.  When you make a complete withdrawal
or you begin  receiving  regular  income  payments from your annuity,  Cova will
assess a state premium tax which ranges from 0-4% depending upon the state.

The  following  chart is  designed  to help you  understand  the  charges in the
Contract.  The column "Total Annual Charges" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.40%  insurance
charges and the investment charges for each investment  portfolio.  The next two
columns show you two examples of the charges, in dollars,  you would pay under a
Contract. The examples assume that you invested $1,000 in a Contract which earns
5% annually and that you withdraw your money:  (1) at the end of year 1, and (2)
at the end of year 10. For year 1, the Total Annual Charges are assessed as well
as the withdrawal  charges.  For year 10, the example shows the aggregate of all
the annual charges assessed for the 10 years, but there is no withdrawal charge.

The premium tax is assumed to be 0% in both examples.

<TABLE>
<CAPTION>
<S>                                         <C>                   <C>                 <C>                  <C>
                                                                                                           Examples:
                                                                                                           Total Annual
                                            Total Annual          Total Annual        Total                Expenses At End of:
                                            Insurance             Portfolio           Annual               (1)           (2)
Portfolio                                   Charges               Charges             Charges              1 Year        10 Years
- ---------------------                       -------------         -------------       -------------        ------        --------

Managed by J.P. Morgan Investment
Management Inc.
 Select Equity                              1.50%                 0.85%               2.35%                $73.80        $266.24
 Small Cap Stock                            1.50%                 0.95%               2.45%                $74.80        $276.23
 Large Cap Stock                            1.50%                 0.75%               2.25%                $72.80        $256.13
 International Equity                       1.50%                 0.95%               2.45%                $74.80        $276.23
 Quality Bond                               1.50%                 0.65%               2.15%                $71.79        $245.92

Managed by Lord, Abbett & Co.
 Bond Debenture                             1.50%                 0.85%               2.35%                $73.80        $266.24
 Growth and Income                          1.50%                 0.59%               2.09%                $71.19        $239.74

Managed by Van Kampen American
Capital Investment Advisory Corp.
 Growth and Income                          1.50%                 0.69%               2.19%                $72.19        $250.02
 Money Market                               1.50%                 0.11%               1.61%                $66.36        $188.79
 Quality Income                             1.50%                 0.60%               2.10%                $71.29        $240.77
 Stock Index                                1.50%                 0.61%               2.11%                $71.39        $241.80
</TABLE>

For the newly formed  Portfolios  the charges have been  estimated.  The charges
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the Prospectus for the Contract.

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

7.  ACCESS  TO YOUR  MONEY.  You can  take  money  out at any  time  during  the
accumulation  phase.  After the first year, you can take up to 10% of your total
purchase  payments each year without charge from Cova.  Withdrawals in excess of
that will be  charged  5% of each  payment  you take out.  After  Cova has had a
payment for 5 years, there is no charge for withdrawals. Of course, you may also
have to pay  income  tax and a tax  penalty  on any  money  you take  out.  Each
purchase  payment you add to your Contract has its own 5 year withdrawal  charge
period.

8.  PERFORMANCE.  The value of the Contract will vary up or down  depending upon
the investment  performance of the Portfolio(s) you choose.  Cova may provide
total return figures for each investment portfolio.


9. DEATH BENEFIT.  If you die before moving to the income phase,  the person you
have chosen as your beneficiary will receive a death benefit. This death benefit
will be the greater of three amounts:  1) the money you've put in less any money
you've taken out, and the related  withdrawal  charges,  accumulated at 4% until
you reach age 80, or 2) the current value of your  Contract,  or 3) the value of
your  Contract at the most  recent  5th-year-anniversary  plus any money  you've
added  since  that  anniversary  minus any  money  you've  taken out since  that
anniversary,  and the  related  withdrawal  charges.  If you die  after  age 80,
slightly different rules apply.

10.  OTHER INFORMATION.

     Free Look. If you cancel the Contract within 10 days after receiving it (or
within 30 days if you are 60 years or older when we issue the Contract), we will
send your money back without assessing a withdrawal  charge. You will receive
whatever your Contract is worth on the day we receive your request.  This may be
more or less than your original payment.  If we're required by law to return
your original payment,  we will put your money in the Money Market Portfolio
during the free-look period.

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

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

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

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

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

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

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

These  features may not be suitable for your particular situation.

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

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


                                  THE FIXED
                             AND VARIABLE ANNUITY

                                  ISSUED BY

                      COVA VARIABLE ANNUITY ACCOUNT FIVE
                                  FORMERLY,
                            XEROX VARIABLE ANNUITY
                                 ACCOUNT FIVE

                                     AND

                    COVA FINANCIAL LIFE INSURANCE COMPANY
                                  FORMERLY,
                               XEROX FINANCIAL
                            LIFE INSURANCE COMPANY


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

The  annuity contract has 12 investment choices - a fixed account which offers
an  interest  rate  which  is guaranteed by Cova, and 11 investment portfolios
listed  below.  The 11 investment portfolios are part of the Cova Series Trust
and  the  Lord  Abbett  Series  Fund, Inc. You can put your money in the fixed
account  and/or any of these investment portfolios (except as noted).

COVA SERIES TRUST:

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

     MANAGED BY VAN KAMPEN AMERICAN CAPITAL
     INVESTMENT ADVISORY CORP.
          Growth and Income
          Money Market
          Quality Income
          Stock Index

     MANAGED BY LORD, ABBETT & CO.
          Bond Debenture (a "high yield" portfolio under California
          insurance regulations)

LORD ABBETT SERIES FUND, INC.:

     MANAGED BY LORD, ABBETT & CO.
          Growth and Income

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

To  learn  more  about  the  Cova Fixed and Variable Annuity Contract, you can
obtain  a  copy  of the Statement of Additional Information (SAI) dated May 1,
1996, as amended June 28, 1996. The SAI has been filed with the Securities and
Exchange Commission (SEC) and  is  legally a part of the prospectus. The Table
of Contents of the SAI is on  Page 15  of this prospectus. For a free copy of
the SAI, call us at (800) 831-5433  or  write  us  at  :  One  Tower Lane,
Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

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.

                     May 1, 1996, as amended June 28, 1996.


                              TABLE OF CONTENTS

                                                                     PAGE

INDEX OF SPECIAL TERMS

FEE TABLE

EXAMPLES

1.   THE ANNUITY CONTRACT

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

3.   PURCHASE
Purchase Payments
Allocation of Purchase Payments
Accumulation Units

4.   INVESTMENT OPTIONS
Cova Series Trust
Lord Abbett Series Fund, Inc.
Transfers
Dollar Cost Averaging Program
Automatic Rebalancing Program
Approved Asset Allocation Programs
Voting Rights
Substitution

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

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

7.   ACCESS TO YOUR MONEY
Systematic Withdrawal Program

8.   PERFORMANCE

9.   DEATH BENEFIT
Upon Your Death
Death of Annuitant

10.  OTHER INFORMATION
Cova
The Separate Account
Distributor
Ownership
Beneficiary
Assignment
Suspension of Payments or Transfers

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A

APPENDIX B




                            INDEX OF SPECIAL TERMS

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

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




                 COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE

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

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

     Mortality and Expense Risk Premium         1.25%
     Administrative Expense Charge               .15%
                                                _____
     TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES     1.40%

INVESTMENT PORTFOLIO CHARGES
(as a percentage of the average daily net assets of an investment portfolio)

<TABLE>
<CAPTION>
                                                                  Other Expenses
                                                                  (after expense
                                                                  reimbursement for
                                       Management      12b-1      certain Portfolios)  Total Portfolio
                                            Fees       Fees       (see Note 5 below)   Annual Expenses
                                       -----------   --------     -------------------  ----------------
<S>                                    <C>           <C>          <C>                  <C>
COVA SERIES TRUST
Managed by J.P. Morgan
Investment Management Inc.
     Select Equity*                           .75%   --            .10%                .85%
     Large Cap Stock*                         .65%   --            .10%                .75%
     Small Cap Stock*                         .85%   --            .10%                .95%
     International Equity*                    .85%   --            .10%                .95%
     Quality Bond*                            .55%   --            .10%                .65%
Managed by Lord, Abbett & Co.
     Bond Debenture* (a "high yield"          .75%   --            .10%                .85%
     portfolio under California
     insurance regulations)
Managed By Van Kampen American
Capital Investment Advisory Corp.
     Growth and Income                        .60%   --            .09%                .69%
     Money Market#                            .00%   --            .11%                .11%
     Quality Income                           .50%   --            .10%                .60%
     Stock Index                              .50%   --            .11%                .61%
LORD ABBETT SERIES FUND, INC.
Managed by Lord Abbett
     Growth and Income##                      .50%   .07%          .02%                .59%
<FN>
     * Estimated. The Portfolio commenced regular investment operations on April 1, 1996.

     # Cova Investment Advisory Corporation (Cova Advisory), the investment adviser for
Cova Series Trust, currently waives its fees for the Money Market Portfolio. Although not
obligated to, Cova Advisory expects to continue to waive its fees for the Money Market
Portfolio. In the future, Cova Advisory may charge its fees on a partial or complete
basis. Absent the management fee waiver, the total 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.

       ## The expenses for the Growth and Income Portfolio of Lord Abbett Series Fund, Inc.
have been restated to reflect a 12b-1 plan which provides for payments to Lord, Abbett
& Co.  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 is expected to be implemented on or about
June 28, 1996.  The 12b-1 fees shown above have been estimated for the year ending December
31, 1996.  The examples below for this Portfolio reflect the imposition of the estimated
12b-1 fees.
</TABLE>



EXAMPLES

You  will  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.


<TABLE>
<CAPTION>
<S>                                 <C>  <C>      <C>  <C>       <C>  <C>       <C>   <C>
                                          TIME         PERIODS
                                         1 year        3 years        5 years        10 years
                                         -------       --------       --------       ---------

COVA SERIES TRUST
Managed by J.P. Morgan
Investment Management Inc.
Select Equity                       (a)  $73.80   (a)  $118.16
                                    (b)  $23.80   (b)   $73.16
Large Cap Stock                     (a)  $72.80   (a)  $115.15
                                    (b)  $22.80   (b)   $70.15
Small Cap Stock                     (a)  $74.80   (a)  $121.17
                                    (b)  $24.80   (b)   $76.17
International Equity                (a)  $74.80   (a)  $121.17
                                    (b)  $24.80   (b)   $76.17
Quality Bond                        (a)  $71.79   (a)  $112.12
                                    (b)  $21.79   (b)   $67.12

Managed by Lord, Abbett & Co.
Bond Debenture (a "high yield"
portfolio under California          (a)  $73.80   (a)  $118.16
insurance regulations)              (b)  $23.80   (b)   $73.16

Managed By Van Kampen American
Capital Investment Advisory Corp.
Growth and Income                   (a)  $72.19   (a)  $113.33   (a)  $161.92   (a)   $250.02
                                    (b)  $22.19   (b)   $68.33   (b)  $116.92   (b)   $250.02
Money Market                        (a)  $66.36   (a)   $95.62   (a)  $132.07   (a)   $188.79
                                    (b)  $16.36   (b)   $50.62   (b)   $87.07   (b)   $188.79
Quality Income                      (a)  $71.29   (a)  $110.60   (a)  $157.34   (a)   $240.77
                                    (b)  $21.29   (b)   $65.60   (b)  $112.34   (b)   $240.77
Stock Index                         (a)  $71.39   (a)  $110.91   (a)  $157.85   (a)   $241.80
                                    (b)  $21.39   (b)   $65.91   (b)  $112.85   (b)   $241.80

LORD ABBETT SERIES FUND, INC.
Managed by Lord, Abbett & Co.
Growth and Income                   (a)  $71.19   (a)  $110.30   (a)  $156.83   (a)   $239.74
                                    (b)  $21.19   (b)  $ 65.30   (b)  $111.83   (b)   $239.74
</TABLE>



EXPLANATION OF FEE TABLE AND EXAMPLES

      1.  The purpose of the Fee Table is to show you the various expenses you
will incur directly or indirectly with the contract.

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

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

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

          5.  Since August 20, 1990, an affiliate of Cova has been reimbursing
certain  investment portfolios of Cova Series Trust for all operating expenses
(exclusive of the management fees) in excess of approximately .10%. The actual
expense  percentages  for  all operating expenses (exclusive of the management
fees)  for  the year ended December 31, 1995 were: .25% for the Quality Income
Portfolio,  .28%  for  the  Stock  Index  Portfolio, .14% for the Money Market
Portfolio, and .59% for the Cova Series Trust Growth and Income Portfolio.

Absent  the  expense  reimbursement and management fee waiver, the percentages
shown for total expenses (on an annualized basis) for the year or period ended
December 31, 1995 would have been .75% for the Quality Income Portfolio , .64%
for  the Money Market Portfolio, .78% for the Stock Index Portfolio, and 1.19%
for the Cova Series Trust Growth and Income Portfolio.

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

     7.  The assumed average contract size 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.

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


1.   THE ANNUITY CONTRACT

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

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

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

The  contract  is  called  a  variable annuity because you can choose among 11
investment  portfolios. Depending upon market conditions, you can make or lose
money  in  any of these portfolios. If you select the variable annuity portion
of  the contract,  the  amount  of  money  you are able to accumulate in your
contract during the accumulation phase depends upon the investment performance
of  the investment portfolio(s) you select. The amount of the annuity payments
you  receive  during the income phase from the variable annuity portion of the
contract  also  depends  upon  the  investment  performance  of the investment
portfolios you select for the income phase.

The  contract  also  contains  a  fixed  account.  The fixed account offers an
interest  rate that is guaranteed by Cova. This interest rate is set once each
year. Cova guarantees that the interest credited to the fixed account will not
be  less  than 3% per year with respect to contracts issued on or after May 1,
1996.  If  you  select  the  fixed account, your money will be placed with the
other  general  assets of Cova. If you select the fixed account, the amount of
money  you  are  able  to  accumulate in your contract during the accumulation
phase depends upon the total interest credited to your contract. The amount of
the  annuity  payments  you  receive  during  the  income phase from the fixed
account portion of the contract will remain level for the entire income phase.

As  owner of the contract, you exercise all rights under the contract. You can
change the owner at any time by notifying Cova in writing. You and your spouse
can  be  named  joint  owners.  We  have described more information on this in
Section 10 - Other Information.

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

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

We  ask  you  to choose your annuity date and annuity option when you purchase
the  contract.  You can change either at any time before the annuity date with
30  days  notice to us. Your annuity date cannot be any earlier than one month
after  you  buy  the  contract. Annuity payments must begin by the annuitant's
85th  birthday or 10 years from the date the contract was issued, whichever is
later.  The annuitant is the person whose life we look to when we make annuity
payments.

If  you do not choose an annuity option at the time you purchase the contract,
we  will  assume that you selected Option 2 which provides a life annuity with
10 years of guaranteed payments.

During the income phase, you have the same investment choices you had just 
before the start of the income phase.  At the annuity  date, you can choose 
whether payments will come from the fixed account, the investment portfolio(s)
or a combination of both.  If you don't tell us otherwise, your annuity 
payments will  be based on the investment allocations that were in place on
the annuity date.

If  you  choose  to  have  any  portion of your annuity payments come from the
investment  portfolio(s), the dollar amount of your payment will depend upon 3
things:  1)  the  value of your contract in the investment portfolio(s) on the
annuity  date, 2) the 3% assumed investment rate used in the annuity table for
the  contract,  and  3)  the  performance  of  the  investment  portfolios you
selected.  If the actual performance exceeds the 3% assumed rate, your annuity
payments  will  increase.  Similarly, if the actual rate is less than 3%, your
annuity payments will decrease.

You  can  choose  one of the following annuity options. After annuity payments
begin, you cannot change the annuity option.

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

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

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

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

3.   PURCHASE

PURCHASE PAYMENTS

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

ALLOCATION OF PURCHASE PAYMENTS

When  you  purchase  a contract, we will allocate your purchase payment to the
fixed  account  and/or  one  or  more  of  the  investment portfolios you have
selected.  If  you make additional purchase payments, we will allocate them in
the  same  way  as  your  first purchase payment unless you tell us otherwise.
There is a $500 minimum balance requirement for the fixed account and for each
investment portfolio.

If  you  change your mind about owning this contract, you can cancel it within
10  days  after  receiving  it (or within 30 days if you are 60 years or older
when  we  issue  the  contract). When you cancel the contract within this time
period,  Cova  will  not  assess  a  withdrawal  charge. You will receive back
whatever  your  contract  is  worth on the day we receive your request. If you
have  purchased  the contract as an IRA, we are required to give you back your
purchase  payment  if  you decide to cancel your contract within 10 days after
receiving  it  (or  whatever period is required). If that is the case, we will
put  your  purchase  payment  in the Money Market Portfolio of the Cova Series
Trust for 15 days after we allocate your first purchase payment. At the end of
that period, we will re-allocate those funds as you selected.

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

ACCUMULATION UNITS

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

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

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

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

     3.  dividing this amount by the number of outstanding accumulation units.
The value of an accumulation unit may go up or down from day to day.

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

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

EXAMPLE:

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

4.   INVESTMENT OPTIONS

The  Contract  offers  11  investment  portfolios  which  are described below.
Additional investment portfolios may be available in the future.

YOU  SHOULD  READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.

COVA SERIES TRUST

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

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

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

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

          Bond  Debenture Portfolio (a "high yield" portfolio under California
insurance regulations)

      VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP. IS THE SUB-ADVISER
TO THE FOLLOWING PORTFOLIOS:

     Money Market Portfolio
     Stock Index Portfolio
     Quality Income Portfolio
     Growth and Income Portfolio

LORD ABBETT SERIES FUND, INC.

Lord  Abbett Series Fund, Inc. is a mutual fund with multiple portfolios. Each
portfolio  is  managed  by  Lord,  Abbett  &  Co.  The  following portfolio is
available under the contract:

     Growth and Income Portfolio

TRANSFERS

You  can  transfer  money  among  the  fixed  account  and  the  11 investment
portfolios.

      TRANSFERS DURING THE ACCUMULATION PHASE. You can make 12 transfers every
year  during the accumulation phase without charge. We measure a year from the
anniversary  of the day we issued your Contract. You can make a transfer to or
from  the  fixed  account and to or from any investment portfolio. If you make
more than 12 transfers in a year, there is a transfer fee deducted. The fee is
$25  per  transfer  or,  if  less, 2% of the amount transferred. The following
apply to any transfer during the accumulation phase:

          1.  The minimum amount which you can transfer is $500 or your entire
value in the investment portfolio or fixed account.

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

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

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

        TRANSFERS DURING THE INCOME PHASE. You can only make transfers between
the  investment  portfolios  once  each  year.  We  measure  a  year  from the
anniversary  of  the day we issued your contract. You cannot transfer from the
fixed  account  to  an  investment portfolio, but you can transfer from one or
more  investment portfolios to the fixed account at any time. If you make more
than 12 transfers in a year, a transfer fee will be charged.

Cova  has  reserved  the  right  during  the  year  to terminate or modify the
transfer provisions described above.

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

DOLLAR COST AVERAGING PROGRAM

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

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

All  Dollar Cost Averaging transfers will be made on the 15th day of the month
unless that day is not a business day. If it is not, then the transfer will be
made the next business day.

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

AUTOMATIC REBALANCING PROGRAM

Once  your  money  has  been  allocated  among  the investment portfolios, the
performance  of  each  portfolio  may  cause your allocation to shift. You can
direct  us to automatically rebalance your contract to return to your original
percentage allocations by selecting our Automatic Rebalancing Program. You can
tell  us  whether  to  rebalance quarterly, semi-annually or annually. We will
measure  these  periods  from  the  anniversary  of  the  date  we issued your
contract.  The  transfer  date will be the 1st day after the end of the period
you  selected.  If  you  participate in the Automatic Rebalancing Program, the
transfers made under the program are not taken into account in determining any
transfer fee.

EXAMPLE:

Assume  that you want your initial purchase payment split between 2 investment
portfolios.  You want 40% to be in the Quality Bond Portfolio and 60% to be in
the  Select  Equity  Portfolio. Over the next 21 2 months the bond market does
very  well  while  the  stock  market performs poorly. At the end of the first
quarter,  the  Quality  Bond  Portfolio  now  represents  50% of your holdings
because  of  its  increase  in  value. If you had chosen to have your holdings
rebalanced  quarterly,  on  the first day of the next quarter, Cova would sell
some  of  your  units in the Quality Bond Portfolio to bring its value back to
40%  and  use  the  money  to buy more units in the Select Equity Portfolio to
increase those holdings to 60%.

APPROVED ASSET ALLOCATION PROGRAMS

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

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

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

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

VOTING RIGHTS

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

SUBSTITUTION

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

5.   EXPENSES

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

INSURANCE CHARGES

Each  day, Cova makes a deduction for its insurance charges. Cova does this as
part of its calculation of the value of the accumulation units and the annuity
units.  The  insurance charge has two parts: 1) the mortality and expense risk
premium and 2) the administrative expense charge.

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

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

CONTRACT MAINTENANCE CHARGE

During  the accumulation phase, every year on the anniversary of the date when
your  contract  was  issued, Cova deducts $30 from your contract as a contract
maintenance  charge.  This  charge is for administrative expenses (see above).
This charge can not be increased.

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

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

WITHDRAWAL CHARGE

During  the  accumulation  phase, you can make withdrawals from your contract.
Cova  keeps  track of each purchase payment. Once a year after the first year,
you  can  withdraw up to 10% of your total purchase payments and no withdrawal
charge will be assessed on the 10%, if on the day you make your withdrawal the
value  of your contract is $5,000 or more. Otherwise, the charge is 5% of each
purchase  payment you take out. However, after Cova has had a purchase payment
for  5  years, there is no charge when you withdraw that purchase payment. For
purposes  of the withdrawal charge, Cova treats withdrawals as coming from the
oldest  purchase  payment  first.  When the withdrawal is for only part of the
value  of  your contract, the withdrawal charge is deducted from the remaining
value in your contract.

NOTE:  For tax purposes, withdrawals are considered to have come from the last
money  into  the  contract. Thus, for tax purposes, earnings are considered to
come out first.

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

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

PREMIUM TAXES

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

TRANSFER FEE

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

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

INCOME TAXES

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

INVESTMENT PORTFOLIO EXPENSES

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

6.   TAXES

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

ANNUITY CONTRACTS IN GENERAL

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

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

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

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

QUALIFIED AND NON-QUALIFIED CONTRACTS

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

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

WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

The  Code  also  provides  that  any amount received under an annuity contract
which  is  included  in  income may be subject to a penalty. The amount of the
penalty  is  equal  to  10%  of  the amount that is includible in income. Some
withdrawals  will  be  exempt  from the penalty. They include any amounts: (1)
paid  on or after the taxpayer reaches age 59-1/2; (2) paid after you die; (3)
paid  if the taxpayer becomes totally disabled (as that term is defined in the
Code);  (4) paid in a series of substantially equal payments made annually (or
more  frequently)  under  a  lifetime  annuity;  (5)  paid  under an immediate
annuity;  or  (6)  which  come from purchase payments made prior to August 14,
1982.

WITHDRAWALS - QUALIFIED CONTRACTS

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

WITHDRAWALS - TAX-SHELTERED ANNUITIES

The  Code  limits  the  withdrawal  of  purchase  payments made by owners from
certain  Tax-Sheltered  Annuities. Withdrawals can only be made when an owner:
(1) reaches age 59-1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled
(as  that  term  is  defined  in  the  Code);  or (5) in the case of hardship.
However,  in  the  case  of hardship, the owner can only withdraw the purchase
payments and not any earnings.

DIVERSIFICATION

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

Neither  the  Code nor the Internal Revenue Service Regulations issued to date
provide  guidance  as  to  the  circumstances  under which you, because of the
degree  of  control you exercise over the underlying investments, and not Cova
would  be  considered the owner of the shares of the investment portfolios. If
this occurs, it will result in the loss of the favorable tax treatment for the
contract.  It  is  unknown  to  what  extent  owners  are  permitted to select
investment  portfolios,  to  make transfers among the investment portfolios or
the  number  and  type of investment portfolios owners may select from. If any
guidance  is  provided  which  is considered a new position, then the guidance
would  generally  be  applied  prospectively.  However,  if  such  guidance is
considered  not  to  be  a new position, it may be applied retroactively. This
would  mean  that  you,  as the owner of the contract, could be treated as the
owner of the investment portfolios.

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

7.   ACCESS TO YOUR MONEY

You  can have access to the money in your contract: (1) by making a withdrawal
(either  a  partial  or  a  complete  withdrawal);  (2) by electing to receive
annuity  payments;  or  (3)  when a death benefit is paid to your beneficiary.
Under  most  circumstances,  withdrawals    can  only  be  made  during  the
accumulation phase.

When you make a complete withdrawal you will receive the value of the contract
on the day you made the withdrawal less any applicable withdrawal charge, less
any  premium  tax  and  less  any contract maintenance charge. (See Section 5.
Expenses for a discussion of the charges.)

Unless  you  instruct  Cova otherwise, any partial withdrawal will be made pro
rata  from  all  the investment portfolios and the fixed account you selected.
Under  most  circumstances the amount of any partial withdrawal must be for at
least  $500. Cova requires that after a partial withdrawal is made you keep at
least $500 in any selected investment portfolio.

INCOME  TAXES,  TAX  PENALTIES  AND  CERTAIN  RESTRICTIONS  MAY  APPLY  TO ANY
WITHDRAWAL YOU MAKE.

There are limits to the amount you can withdraw from a qualified plan referred
to  as a 403(b) plan. For a more complete explanation see Section 6. Taxes and
the discussion in the Statement of Additional Information.

SYSTEMATIC WITHDRAWAL PROGRAM

If  you  are  59  1/2 or older, you may use the Systematic Withdrawal Program.
This program provides an automatic monthly payment to you of up to 10% of your
total purchase payments each year. No withdrawal charge will be made for these
payments.  Cova  does  not  have any charge for this program, but reserves the
right  to charge in the future. If you use this program, you may not also make
a  single  10%  free withdrawal. For a discussion of the withdrawal charge and
the 10% free withdrawal, see Section 5. Expenses.

All  Systematic  Withdrawals  will be paid on the 15th day of the month unless
that  day  is  not  a business day. If it is not, then the payment will be the
next business day.

INCOME TAXES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

8.   PERFORMANCE

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

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

    PART 1. This section shows actual investment performance of the investment
portfolios  that were operating under the contract before May 1, 1996. Chart 1
contained in Appendix B sets out the actual performance at both the underlying
investment portfolio level and at the accumulation unit level. The performance
figures for the investment portfolios reflect the deduction of the actual fees
and  expenses  paid  by  the  Portfolio. There are performance figures for the
accumulation units which reflect the insurance charges as well as the fees and
expenses  of  the investment portfolio. There are also performance figures for
the  accumulation  units  which  reflect  the  insurance charges, the contract
maintenance  charge,  the  fees  and expenses of the investment portfolio, and
assume  that  you make a withdrawal at the end of the period and therefore the
withdrawal charge is reflected.

     PART 2. The Bond Debenture investment portfolio (a "high yield" portfolio
under  California  insurance  regulations) is newly created and therefore does
not  yet  have its own performance record. However, it has the same investment
objectives  and  follows  substantially  the  same  investment strategies as a
mutual  fund  advised by the same sub-adviser. This fund is sold to the public
(Public  Fund)  and  has  an  investment  performance  record.  In  order  to
demonstrate  how  the performance of the Public Fund affects accumulation unit
values, hypothetical performance information was developed.

Chart 2 contained in Appendix B shows the historical performance of the Public
Fund.  These  performance figures reflect the deduction of the historical fees
and  expenses  paid  by  the  Public Fund and not those paid by the investment
portfolio.  The  hypothetical  figures  for  the accumulation units assume the
deduction  of  the  fees  and  expenses anticipated to actually be paid by the
investment  portfolio,  but  use  the actual performance results of the Public
Fund.  There  are  hypothetical performance figures for the accumulation units
which  reflect  the insurance charges as well as the portfolio expenses. There
are  also  hypothetical  performance  figures for the accumulation units which
reflect  the insurance charges, the contract maintenance charge, the portfolio
expenses,  and  assume that you make a withdrawal at the end of the period and
therefore the withdrawal charge is reflected.

         PART 3. J.P. Morgan Investment Management Inc. is the sub-adviser for
five  investment  portfolios.  The  portfolios  are  newly  formed and have no
performance  history.  However, all of these investment portfolios (except the
International  Equity  Portfolio)  have  investment  objectives,  policies and
strategies  substantially  similar  to  those employed by the sub-adviser with
respect  to  certain private accounts (Private Accounts). Thus the performance
information  derived  from  these  Private  Accounts is deemed relevant to the
investor.  In  order  to  demonstrate  how the actual investment experience of
these  Private  Accounts  affects  accumulation  unit  values,  hypothetical
performance information was developed.

Chart  3  contained  in  Appendix B shows hypothetical performance information
derived  from  the  historical  performance  of  composites  of the comparable
Private Accounts with respect to the Select Equity, Large Cap Stock, Small Cap
Stock  and  Quality  Bond  investment portfolios. The hypothetical performance
figures for the investment portfolios represent the actual performance results
of  the  composites  of  comparable  Private Accounts, adjusted to reflect the
deduction  of  the  fees and expenses anticipated to be paid by the investment
portfolio.  The  actual  composite performance figures of the Private Accounts
are  time-weighted rates of return which include all income and accrued income
and  realized and unrealized gains or losses, but do not reflect the deduction
of  investment  advisory  fees actually charged to the Private Accounts. There
are  hypothetical performance figures for the accumulation units which reflect
the  actual  performance  results  of  the  composites  of  comparable Private
Accounts,  adjusted  to  reflect  the  deduction  of  the  fees  and  expenses
anticipated  to be paid by the investment portfolio and the insurance charges.
There  are  also  hypothetical  performance figures for the accumulation units
which  reflect  the actual performance results of the composites of comparable
Private  Accounts,  adjusted to reflect the deduction of the fees and expenses
anticipated to be paid by the investment portfolio plus the insurance charges,
the contract maintenance charge, and also assume that you make a withdrawal at
the end of the period and therefore the withdrawal charge is reflected.

Please  note  that Appendix B does not contain performance information for the
International Equity Portfolio.

9.   DEATH BENEFIT

UPON YOUR DEATH

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

The amount of the death benefit depends on how old you or your joint owner is.

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

     1.  Total purchase payments, less withdrawals (and any withdrawal charges
paid  on  the  withdrawals) accumulated  at 4% from the date your contract was
issued until the date of death; or

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

     3.  The value of your contract on the most recent five year anniversary
before the date of death, plus  any  subsequent  purchase  payments,  less
any  withdrawals  (and  any withdrawal charges paid on the withdrawals).

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

     1.  Total purchase payments, less  withdrawals  (and  any  withdrawal
charges paid on the withdrawals) accumulated  at  4%  from  the date your
contract was issued until you or your joint  owner  reaches  age 80, plus any
subsequent purchase payments, less any withdrawals (and any withdrawal charges
paid on the withdrawals); or

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

     3.  The value of your contract on the most recent five year anniversary
on or before you or your joint owner reaches age 80, plus  any  subsequent
purchase  payments,  less  any  withdrawals  (and  any withdrawal charges
paid on the withdrawals).

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

DEATH OF ANNUITANT

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

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

10.  OTHER INFORMATION

COVA

Cova  Financial Life Insurance Company ("Cova") was originally incorporated on
September 6, 1972 as Industrial Indemnity Life Insurance Company, a California
corporation  and changed its name to Xerox Financial Life Insurance Company in
1986.  On  June  1,  1995,  a wholly-owned subsidiary of General American Life
Insurance  Company  purchased Cova which on that date changed its name to Cova
Financial Life Insurance Company.

Cova is presently licensed to do business in the state of California.

THE SEPARATE ACCOUNT

Cova  has  established  a separate account, Cova Variable Annuity Account Five
(Separate  Account), to hold the assets that underlie the contracts. The Board
of  Directors  of  Cova adopted a resolution to establish the Separate Account
under  California  insurance  law  on  March  24, 1992. We have registered the
Separate  Account  with  the  Securities  and  Exchange  Commission  as a unit
investment trust under the Investment Company Act of 1940.

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

DISTRIBUTOR

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

Commissions  will  be  paid  to  broker-dealers  who  sell  the  contracts.
Broker-dealers  will  be  paid  commissions  up  to 5.5% of purchase payments.
During  the initial period in which the Contracts are offered, Cova may pay an
additional  .5%  commission. Sometimes, Cova enters into an agreement with the
broker-dealer to pay the broker-dealer persistency bonuses, in addition to the
standard commissions. To the extent that the withdrawal charge is insufficient
to  cover  the  actual cost of distribution, Cova may use any of its corporate
assets,  including  any profit from the mortality and expense risk premium, to
make up any difference.

OWNERSHIP

       OWNER. You, as the owner of the contract, have all the rights under the
contract.  Prior  to  the annuity date, the owner is as designated at the time
the  contract  is  issued,  unless changed. On and after the annuity date, the
annuitant is the owner. The beneficiary becomes the owner when a death benefit
is payable.

       JOINT OWNER. The contract can be owned 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
designation  at  the  time  the  contract was issued or as may have been later
changed  will  be  treated  as  a  contingent  beneficiary  unless  otherwise
indicated.

BENEFICIARY

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

ASSIGNMENT

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

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

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

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

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

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

FINANCIAL STATEMENTS

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

                           TABLE OF CONTENTS OF THE
                     STATEMENT OF ADDITIONAL INFORMATION


     Company

     Experts

     Legal Opinions

     Distribution

     Performance Information

     Tax Status

     Annuity Provisions

     Financial Statements


                                  APPENDIX A

                       CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE HISTORY

The  following  schedule  includes  accumulation  unit  values for the periods
indicated.  This data has been extracted from the Separate Account's Financial
Statements.  The  Separate Account's Financial Statements have been audited by
KPMG  Peat Marwick LLP, independent certified public accountants, whose report
is  included  in  the  Statement  of  Additional Information. This information
should be read in conjunction with the Separate Account's Financial Statements
and  related  notes  which  are  included  in  the  Statement  of  Additional
Information.

<TABLE>
<CAPTION>
                                          Period from Commencement
                                                of Operations
                                              through 12/31/95
<S>                                       <C>
COVA SERIES TRUST

QUALITY INCOME SUB-ACCOUNT
     Beginning of Period (8/16/95)        $                   14.42
     End of Period                                            15.33
     Number of Accum. Units Outstanding                       8,702

MONEY MARKET SUB-ACCOUNT
     Beginning of Period (6/19/95)        $                   11.13
     End of Period                                            11.42
     Number of Accum. Units Outstanding                      28,509

GROWTH AND INCOME SUB-ACCOUNT
     Beginning of Period (7/19/95)        $                   13.05
     End of Period                                            14.61
     Number of Accum. Units Outstanding                       7,197

STOCK INDEX SUB-ACCOUNT
     Beginning of Period (7/20/95)        $                   14.13
     End of Period                                            15.77
     Number of Accum. Units Outstanding                      13,384

LORD ABBETT SERIES FUND, INC.

GROWTH AND INCOME SUB-ACCOUNT
     Beginning of Period (7/20/95)        $                   19.54
     End of Period                                            21.31
     Number of Accum. Units Outstanding                     125,555
</TABLE>



The  following  Portfolios  managed  by J.P. Morgan Investment Management Inc.
started  regular  operations on April 1, 1996: Select Equity, Large Cap Stock,
Small  Cap  Stock,  International  Equity and Quality Bond. The Bond Debenture
Portfolio  managed  by  Lord,  Abbett  &  Co.  also started regular investment
operations on April 1, 1996.


                                  APPENDIX B

                           PERFORMANCE INFORMATION

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

PART 1

COVA SERIES TRUST AND LORD ABBETT SERIES FUND, INC., EXISTING PORTFOLIOS

Van  Kampen  American Capital Investment Advisory Corp. is the sub-adviser for
the  following  portfolios  of Cova Series Trust which are currently available
under  the  Contract: Money Market, Stock Index, Quality Income and Growth and
Income.  Lord,  Abbett  & Co. is the investment adviser for Lord Abbett Series
Fund,  Inc. for the Growth and Income Portfolio. All of these portfolios began
operations  before  May  1,  1996.  As  a  result,  performance information is
available for these portfolios as well as for the accumulation unit values.

The  performance  figures  shown  for  the portfolios in Column A in the chart
below  reflect  the  actual  fees and expenses paid by the portfolio. Column B
presents  performance  figures  for  the  accumulation units which reflect the
insurance  charges  as  well  as  the  fees  and  expenses  of  the investment
portfolio.  Column  C  presents performance figures for the accumulation units
which reflect the insurance charges, the contract maintenance charge, the fees
and  expenses  of  the  investment  portfolio,  and  assume  that  you  make a
withdrawal  at  the  end  of the period and therefore the withdrawal charge is
reflected.  For  the  Cova  Series  Trust  Portfolios,  investment  operations
commenced  on  the  following  dates: December 11, 1989 for the Quality Income
Portfolio;  July  1, 1991 for the Money Market Portfolio; November 1, 1991 for
the  Stock  Index  Portfolio;  and  May  1,  1992  for  the  Growth and Income
Portfolio.  For the Lord Abbett Series Fund, Inc. Growth and Income Portfolio,
investment operations commenced on December 11, 1989. The average annual total
return  computations for these Portfolios are calculated from the first day of
the month following the month in which investment operations commenced.

The  inception  dates for the accumulation units investing in these portfolios
are  as  follows:  June 19, 1995 for the Money Market Portfolio; July 19, 1995
for  the  Growth  and Income Portfolio of Cova Series Trust; July 20, 1995 for
the  Stock  Index  Portfolio; August 16, 1995 for the Quality Income Portfolio
and  July  20,  1995 for the Growth and Income Portfolio of Lord Abbett Series
Fund,  Inc.  Accumulation  unit  performance prior to these dates, as shown in
Columns A and B below, is therefore hypothetical.

PART 1 COVA SERIES TRUST

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/95

<TABLE>
<CAPTION>
<S>                <C>                     <C>                     <C>
                   Column A                Column B                Column C
                   Portfolio Performance        Accumulation       Unit Performance
                   ----------------------  ----------------------  ----------------------
                                   since                   since                   since
Portfolio          1 yr  5 yrs inception   1 yr  5 yrs inception   1 yr  5 yrs inception
- -----------------  ----------------------  ----------------------  ----------------------

GROWTH AND INCOME  32.24%  - -    12.26%   30.49%  - -    10.97%   25.10%   - -     9.54%

MONEY MARKET         6.01%  - -     4.47%    4.85%  - -     3.00%  (.45%)  - -     1.62%

QUALITY INCOME     17.99% 9.12%    8.93%   16.41%  7.62%   7.31%   11.00%  6.33%    6.29%

STOCK INDEX        36.87%  - -    14.59%   35.06%  - -    11.57%   29.64%   - -    10.25%
</TABLE>



PART 1 LORD ABBETT SERIES FUND, INC.

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/95

<TABLE>
<CAPTION>
<S>                <C>                     <C>                     <C>
                   Column A                Column B                Column C
                   Portfolio Performance        Accumulation          Unit Performance
                   ----------------------  ----------------------  ----------------------
                                   since                   since                   since
Portfolio          1 yr  5 yrs inception   1 yr  5 yrs inception   1 yr  5 yrs inception
- -----------------  ----------------------  ----------------------  ----------------------

GROWTH AND INCOME  29.82%  17.59%  14.86%  28.03%  15.99% 13.31%   22.46%  14.86%  12.38%
</TABLE>



PART 2

PUBLIC FUND

The  investment portfolio set out in the chart below is newly created and does
not  yet  have its own performance record. However, it has the same investment
objectives  and  follows  substantially  the  same  investment strategies as a
mutual  fund  advised by the same sub-adviser. This fund is sold to the public
and is referred to here as a Public Fund.

The  chart  below  shows  the  historical  performance of the Public Fund. The
performance  figures  in Column A reflect the deduction of the historical fees
and  expenses  paid  by  the  Public Fund and not those paid by the investment
portfolio.  Column  B  presents  hypothetical  performance  figures  for  the
accumulation  units  which  reflect the insurance charges and the deduction of
the  fees  and  expenses  anticipated  to  actually  be paid by the investment
portfolio.  Column  C  presents  hypothetical  performance  figures  for  the
accumulation  units  which  reflect  the  insurance  charges,  the  contract
maintenance  charge,  the  deduction  of  the fees and expenses anticipated to
actually  be  paid  by  the  investment  portfolio  and assume that you make a
withdrawal  at  the  end  of the period and therefore the withdrawal charge is
reflected.

PART 2 PUBLIC FUND

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/95

<TABLE>
<CAPTION>
<S>               <C>                       <C>                         <C>
                  Column A                  Column B                    Column C
                  Public Fund Performance   Hypothetical Accumulation   Unit Performance
                  ------------------------  --------------------------  ---------------------
Portfolio            1 yr  5 yrs   10 yrs        1 yr  5 yrs   10 yrs   1 yr  5 yrs   10 yrs 
- ----------------  ------------------------  --------------------------  ---------------------

LORD ABBETT BOND
DEBENTURE FUND        17.50% 16.00% 10.10%        16.10%  14.60% 8.70%  11.00% 10.00%   8.60%
</TABLE>



PART 3

HYPOTHETICAL PERFORMANCE INFORMATION DERIVED FROM PRIVATE ACCOUNTS

The  investment portfolios set out in the chart below are newly created and do
not  yet  have  their  own  performance  record. However, they have investment
objectives, policies and strategies substantially similar to those employed by
J.P.  Morgan  Investment  Management  Inc.  with  respect  to  certain Private
Accounts.  Thus,  the  performance  information  derived  from  these  Private
Accounts is deemed relevant to the investor. The performance of the investment
portfolios  may  vary  from  the Private Account composite information because
each  investment  portfolio  will be actively managed and its investments will
vary  from  time  to  time  and  will  not  be identical to the past portfolio
investments  of  the  Private Accounts. Moreover, the Private Accounts are not
registered  under  the  1940  Act  and  therefore  are  not subject to certain
investment  restrictions that are imposed by  the 1940 Act, which, if imposed,
could have adversely affected the Private Accounts' performances.

The  chart  below  shows  hypothetical  performance  information  derived from
historical  composite  performance  of  the  Private  Accounts included in the
Active  Equity  Composite,  Structured  Stock  Selection  Composite, Small Cap
Directly  Invested  Composite  and  Public  Bond  Composite.  The hypothetical
performance  figures  for  the investment portfolios in Column A represent the
actual  performance  results of the composites of comparable Private Accounts,
adjusted  to  reflect the deduction of the fees and expenses anticipated to be
paid  by  the  investment  portfolio.  The  actual  Private  Account composite
performance figures are time-weighted rates of return which include all income
and  accrued  income  and  realized and unrealized gains or losses, but do not
reflect  the  deduction  of  investment  advisory fees actually charged to the
Private  Accounts.  Column B presents the hypothetical performance figures for
the  accumulation  units  which  reflect the actual performance results of the
composites  of  comparable Private Accounts, adjusted to reflect the deduction
of  the  fees  and expenses anticipated to be paid by the investment portfolio
and  the  insurance  charges.  Column  C presents the hypothetical performance
figures  for  the  accumulation units which reflect the insurance charges, the
contract  maintenance  charge  and  the  actual  performance  results  of  the
composites  of  comparable Private Accounts, adjusted to reflect the deduction
of  the  fees and expenses anticipated to be paid by the investment portfolio.
Column  C also assumes that you make a withdrawal at the end of the period and
therefore  the  withdrawal charge is reflected. Inception was June 1, 1987 for
the  Public  Bond  Composite  and  November  1,  1989 for the Structured Stock
Selection Composite.

PART 3 HYPOTHETICAL PERFORMANCE INFORMATION DERIVED FROM PRIVATE ACCOUNT
       COMPOSITE PERFORMANCE REDUCED BY ANTICIPATED INVESTMENT PORTFOLIO FEES
       AND EXPENSES
       HYPOTHETICAL AVERAGE ANNUAL TOTAL RETURN
       FOR THE PERIODS ENDED 12/31/95

<TABLE>
<CAPTION>
<S>                   <C>                        <C>                           <C>
                      Column A                   Column B                      Column C
                       Hypothetical Investment
                      Portfolio Performance        Hypothetical Accumulation   Unit Performance
                      -------------------------  ----------------------------  -----------------------
                                        10 yrs                        10 yrs                    10 yrs 
                                      or since                      or since                  or since
Portfolio              1 yr   5 yrs  inception    1 yr    5 yrs    inception    1 yr   5 yrs inception
- --------------------  -------------------------  ----------------------------  -----------------------

ACTIVE EQUITY         32.56%  17.71%   15.51%    31.16%    16.31%   14.11%     26.06%  11.71%  14.01%
COMPOSITE
     (SELECT EQUITY
         PORTFOLIO)

STRUCTURED            37.47% 17.40%   14.05%     36.07%    16.00%   12.65%     30.97%  11.40%  12.55%
STOCK SELECTION
COMPOSITE
(LARGE CAP STOCK
         PORTFOLIO)

SMALL CAP             35.29%  20.75%   12.00%    33.89%    19.35%   10.60%     28.79%  14.75%  10.50%
DIRECTLY
INVESTED COMPOSITE
(SMALL CAP STOCK
  PORTFOLIO)

PUBLIC BOND           17.71%   9.46%    9.52%    16.31%     8.06%    8.12%     11.21%   3.46%   8.02%
COMPOSITE
(QUALITY BOND
         PORTFOLIO)
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>                 <C>    <C>     <C>       <C>             <C>     <C>      <C>
PERFORMANCE RECAP                                                       
                                                                                                              Accumu-
                                                                                                              lation
                                                                   Column A                          Column B
                                                    Chart                     10 Yrs or                       10  Yrs or
Portfolio                       Type                    #   1 Yr     5 Yrs    since inception  1 Yr   5 Yrs   since inception
- -------------------------       --------            ------  ------  -------- --------------- ------ -------   -----------------
MANAGED BY J. P. MORGAN
INVESTMENT MANAGEMENT INC.
Select Equity                   Private Account         3   32.56%    17.71%    15.51%        31.16%  16.31%    14.11%
                                Composite
Large Cap Stock                 Private Account         3   37.47%    17.40%    14.05%        36.07%  16.00%    12.65% 
                                Composite
Small Cap Stock                 Private Account         3   35.29%    20.75%    12.00%        33.89%  19.35%    10.60%
                                Composite
Quality Bond                    Private Account         3   17.71%     9.46%     9.52%        16.31%   8.06%     8.12%
                                Composite

MANAGED BY LORD, ABBETT & CO.
Growth and Income               Existing Portfolio      1   29.82%    17.59%    14.86%        28.03%  15.99%    13.31% 
Bond Debenture (a "high
yield" portfolio under
California insurance
regulations)                    Public Fund             2   17.50%    16.00%   10.10%         16.10%  14.60%     8.70%

MANAGED BY VAN KAMPEN
AMERICAN CAPITAL INVESTMENT
ADVISORY CORP.
Growth and Income               Existing Portfolio      1   32.24%       --    12.26%         30.49%     --      10.97%
Money Market                    Existing Portfolio      1    6.01%       --     4.47%          4.85%     --       3.00%
Quality Income                  Existing Portfolio      1   17.99%     9.12%    8.93%         16.41%   7.62%      7.31%
Stock Index                     Existing Portfolio      1   36.87%       --    14.59%         35.06%     --      11.57%
- ------------------------------  ------------------  -----   ------  --------  -------       --------- ------    --------



<S>                             <C>     <C>       <C>     
                                        Perfor-
                                Unit    mance             
                                        Column C
Portfolio                       1 Yr     5 Yrs   10 Yrs or
                                                 since inception
                                ------  -------  ---------------
MANAGED BY J. P. MORGAN
INVESTMENT MANAGEMENT INC.
Select Equity                   26.06%    11.71%   14.01%

Large Cap Stock                 30.97%    11.40%   12.55%

Small Cap Stock                 28.79%    14.75%   10.50%     

Quality Bond                    11.21%     3.46%    8.02%


MANAGED BY LORD, ABBETT & CO.
Growth and Income               22.46%    14.86%   12.38%
Bond Debenture (a "high
yield" portfolio under
California insurance
regulations)                    11.00%    10.00%    8.60%     

MANAGED BY VAN KAMPEN
AMERICAN CAPITAL INVESTMENT
ADVISORY CORP.
Growth and Income               25.10%       --     9.54%
Money Market                    (.45)%       --     1.62%
Quality Income                  11.00%     6.33%    6.29%
Stock Index                     29.64%       --    10.25%
- ------------------------------  -------  -------  ----------
</TABLE>

- ---------------------------
- ---------------------------                                            STAMP
- ---------------------------


                              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, 1996, as amended June 28, 1996, for The Annuity Contract
     issued by Cova.




                  (Please print or type and fill in all information)




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