U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Cova Variable Annuity Account Five
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-6266
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Cova Variable Annuity Account Five
______________________________________________________________________________
3. Investment Company Act File Number: 811-7060
Securities Act File Number: 33-50174
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
______________________________________________________________________________
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
-0-
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal year:
993,167 units for $14,004,736
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
993,167 units for $14,004,736
______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
-0-
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 14,004,736
_______________
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
_______________
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 201,775
_______________
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ 0
_______________
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
13,802,961
_______________
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
X 1/3300
_______________
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
4,182.72
_______________
_______________
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 25, 1997
______________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /S/ CHRISTOPHER S. HARDEN
_____________________________________________________
Christopher S. Harden,
First Vice President and Chief Accountant
Date: 2/25/97
________________
*Please print the name and title of the signing officer below the signature.
Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
February 27, 1997
Board of Directors
Cova Financial Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644
RE: Opinion of Counsel - Cova Variable Annuity Account Five
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of Form 24F-2 with respect to Cova
Variable Annuity Account Five.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. Cova Variable Annuity Account Five is a Unit Investment Trust as that
term is defined in Section 4(2) of the the Investment Company Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange
Commission, pursuant to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by a contract owner
pursuant to a Contract issued in accordance with the Prospectus contained in
the Registration Statement and upon compliance with applicable law, such
contract owner will have a legally-issued, fully paid and non-assessable
contractual interest in Cova Variable Annuity Account Five.
This opinion is limited solely to its use as an exhibit to your Form 24F-2
filed pursuant to Rule 24f-2.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /S/ LYNN KORMAN STONE
___________________________________
Lynn Korman Stone
