COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1997-12-02
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                      COVA FINANCIAL LIFE INSURANCE COMPANY
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                        Supplement  dated  November 3, 1997
          to Prospectus dated May 1, 1997, as amended September 8, 1997

This  supplement  should  be  attached  to your copy of the  Prospectus  for the
variable  annuity  contracts  issued by Cova Financial  Life  Insurance  Company
("Cova Life") and Cova Variable Annuity Account Five ("Variable Account Five").

Proposed Substitution
The  primary  purpose  of this  supplement  is to notify  you of a  proposal  to
substitute  shares of certain  Portfolios  of Cova  Series  Trust and of General
American  Capital Company for shares of certain other  Portfolios of Cova Series
Trust and for shares of Lord Abbett Series Fund, Inc. as follows:

                                  Substitution:
                                  -------------

From the                       Into the
following Portfolios           following Portfolios
- --------------------           --------------------
Cova Series Trust              Cova Series Trust
Stock Index Portfolio          Large Cap Stock Portfolio
Quality Income Portfolio       Quality Bond Portfolio
VKAC Growth and                Lord Abbett Growth and
  Income Portfolio               Income Portfolio

Lord Abbett Series             Cova Series Trust
Fund, Inc.
Growth and Income              Lord Abbett Growth and
  Portfolio                      Income Portfolio

Cova Series Trust              General American
                               Capital Company

Money Market Portfolio         Money Market Fund

Cova Life will file an application  with the Securities and Exchange  Commission
("Commission")  on or about  the  date of this  supplement  requesting  an order
approving  the  Substitution.  Upon  obtaining  the  order  from the  Commission
approving  the  Substitution,  and subject to any prior  approval by  applicable
state  insurance  authorities,  Cova Life and  Variable  Account Five propose to
effect the Substitution as soon as is practical.

A Contract owner,  prior to the date of Substitution,  may transfer  Sub-Account
Values involved in the Substitution to any other sub-account of Variable Account
Five without any  limitation or charge being  imposed.  Moreover,  following the
Substitution  for a period of 30 days, Cova Life will permit transfers from such
sub-accounts to any other  sub-account of Variable  Account Five available under
your Contract without any limitation or charge being imposed. After the 30 days,
any  transfers  from  such  sub-accounts  will be  subject  to the  restrictions
described in the Prospectus.

A complete  list of all  available  Portfolios  in which  Variable  Account Five
invests is set forth in the  Prospectus.  You may obtain a Prospectus by writing
or calling Cova Life at the address or telephone number set forth below.

Cova Life will effect the  Substitution  by  simultaneously  placing an order to
redeem  the  shares of each  Portfolio  being  substituted  from and an order to
purchase shares of each Portfolio being substituted into.

Cova Life will bear the expenses  attributable  to the  Substitution.  Cova Life
will send affected Owners a notice within five days after the Substitution.

As of the date of this  Supplement,  shares of the Stock Index,  Quality Income,
VKAC Growth and Income and Money Market Portfolios will no longer be offered for
sale.  However,  Contract  owners  participating  in the Dollar  Cost  Averaging
program  will be allowed  to  continue  to have  monies  transferred  into these
Portfolios  until  the  earlier  of the  completion  of  their  programs  or the
Substitution.

Additional Revisions
The third  paragraph on page 9 of the Prospectus and the second  paragraph under
"Systematic  Withdrawal  Program"  on page 12 of the  Prospectus  are deleted in
their entirety.

                        CUSTOMER SERVICE: (800) 343-8496

                            Issued by: Cova Financial
                             Life Insurance Company

                     Distributed by: Cova Life Sales Company

                           One Tower Lane, Suite 3000
                      Oakbrook Terrace, Illinois 60181-4644

                                COVA SERIES TRUST

                        Supplement dated November 3, 1997
                        to Prospectus dated May 1, 1997,
                          as amended September 8, 1997

The first paragraph under "Public Fund Performance" on page 38 of the Prospectus
and the Performance Recap are amended as follows:

The Mid-Cap  Value,  Large Cap Research and  Developing  Growth  Portfolios  are
commencing regular  investment  operations as of the date of this Supplement and
are now available for new sales.

CC-3008 (11/97)





                      COVA FINANCIAL LIFE INSURANCE COMPANY
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                        Supplement dated November 3, 1997

          to Prospectus dated May 1, 1997, as amended September 8, 1997

This  supplement  should  be  attached  to your copy of the  Prospectus  for the
variable  annuity  contracts  issued by Cova Financial  Life  Insurance  Company
("Cova Life") and Cova Variable Annuity Account Five ("Variable Account Five").

Growth and Income Portfolio Substitution
The  primary  purpose  of this  supplement  is to notify  you of a  proposal  to
substitute  shares of the Lord Abbett Growth and Income Portfolio of Cova Series
Trust  ("Cova  Trust")  for shares of the Growth  and Income  Portfolio  of Lord
Abbett Series Fund, Inc.  ("Lord Abbett Fund") held by Variable  Account Five to
fund certain flexible purchase payment variable annuity contracts  ("Contracts")
issued by Cova Life.

Cova Life will file an application  with the Securities and Exchange  Commission
("Commission")  on or about  the  date of this  supplement  requesting  an order
approving  the  Substitution.  Upon  obtaining  the  order  from the  Commission
approving  the  Substitution,  and subject to any prior  approval by  applicable
state  insurance  authorities,  Cova Life and  Variable  Account Five propose to
effect the Substitution as soon as is practical.

A Contract  owner,  prior to the date of  Substitution,  may transfer his or her
Growth and Income Sub-Account Value to any other sub-account of Variable Account
Five without any  limitation or charge being  imposed.  Moreover,  following the
Substitution  for a period of 30 days, Cova Life will permit  transfers from the
Lord Abbett Growth and Income  Sub-Account to any other  sub-account of Variable
Account Five  available  under your  Contract  without any  limitation or charge
being imposed.  After the 30 days, any transfers from the Lord Abbett Growth and
Income  Sub-Account  will  be  subject  to  the  restrictions  described  in the
Prospectus.

A complete  list of all  available  Portfolios  in which  Variable  Account Five
invests is set forth in the  Prospectus.  You may obtain a Prospectus by writing
or calling Cova Life at the address or telephone number set forth below.

Cova Life will effect the  Substitution  by  simultaneously  placing an order to
redeem the shares of the Growth and Income  Portfolio  and an order to  purchase
shares of the Lord Abbett Growth and Income Portfolio.

Cova Life will bear the expenses  attributable  to the  Substitution.  Cova Life
will send affected Owners a notice within five days after the Substitution.

Additional Revisions
The second  paragraph on page 9 of the Prospectus and the second paragraph under
"Systematic  Withdrawal  Program"  on page 12 of the  Prospectus  are deleted in
their entirety.

                        CUSTOMER SERVICE: (800) 343-8496

                Issued by: Cova Financial Life Insurance Company

                     Distributed by: Cova Life Sales Company

                           One Tower Lane, Suite 3000

                      Oakbrook Terrace, Illinois 60181-4644

                                COVA SERIES TRUST
                        Supplement dated November 3, 1997
          to Prospectus dated May 1, 1997, as amended September 8, 1997

The first paragraph under "Public Fund Performance" on page 25 of the Prospectus
and the Performance Recap are amended as follows:

The Mid-Cap  Value,  Large Cap Research and  Developing  Growth  Portfolios  are
commencing regular  investment  operations as of the date of this Supplement and
are now available for new sales.

CC-2084 (11/97)


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