COVA VARIABLE ANNUITY ACCOUNT FIVE
485BPOS, 1997-04-29
Previous: SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C, 485BPOS, 1997-04-29
Next: LASERMEDICS INC, 10KSB/A, 1997-04-29



                                                            File Nos. 33-50174
                                                                      811-7060
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [ ]
     Pre-Effective Amendment No.                                      [ ]
     Post-Effective Amendment No.     4                               [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [ ]
     Amendment No. 5                                                  [X]

                      (Check appropriate box or boxes.)

     COVA VARIABLE ANNUITY ACCOUNT FIVE
     ___________________________________
     (Exact Name of Registrant)

     COVA FINANCIAL LIFE INSURANCE COMPANY
     ______________________________________
     (Name of Depositor)

     535 Anton Boulevard, Costa Mesa, California                 92626
     ___________________________________________                 _____
     (Address of Depositor's Principal Executive Offices)     (Zip Code)


Depositor's Telephone Number, including Area Code (800) 831-5433
                                                  ______________

     Name and Address of Agent for Service
          Lorry J. Stensrud, President
          Cova Financial Life Insurance Company
          One Tower Lane, Suite 3000
          Oakbrook Terrace, Illinois  60181-4644
          (800) 831-5433

     Copies to:
          Judith A. Hasenauer     and          Jeffery K. Hoelzel
          Blazzard, Grodd & Hasenauer, P.C.    Vice President, General
          943 Post Road East                   Counsel and Secretary
          P.O. Box 5108                        Cova Financial Life Insurance
          Westport, CT  06881                       Company
          (203) 226-7866                       One Tower Lane, Suite 3000
                                               Oakbrook Terrace, IL 60181-4644

It is proposed that this filing will become effective:
   
     _____  immediately upon filing pursuant to paragraph (b) of Rule 485
     __X__  on May 1, 1997 pursuant to paragraph (b) of Rule 485
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on (date) pursuant to paragraph (a)(1) of Rule 485     

If appropriate, check the following:

     _____  This Post-Effective Amendment designates a new date for a
            previously filed Post-Effective Amendment.

   
Registrant  has declared that it has registered an indefinite number or amount
of  securities  in accordance with Rule 24f-2 under the Investment Company Act
of  1940.    Registrant filed its Rule 24f-2 Notice for the most recent fiscal
year on February 28, 1997.    

<TABLE>
<CAPTION>
<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           --------------------------------
          PART A

Item 1.   Cover Page . . . . . . . . . . . . . .   Cover Page

Item 2.   Definitions  . . . . . . . . . . . . .   Index of Special Terms

Item 3.   Synopsis . . . . . . . . . . . . . . .   Profile

Item 4.   Condensed Financial Information  . . .   Appendix A

Item 5.   General Description of Registrant,
          Depositor, and Portfolio Companies . .   Other Information - Cova; The
                                                   Separate Account; Cova
                                                   Series Trust; Lord Abbett Series
                                                   Fund, Inc.; General American
                                                   Capital Company

Item 6.   Deductions and Expenses. . . . . . . .   Expenses

Item 7.   General Description of Variable
          Annuity Contracts. . . . . . . . . . .   The Fixed and Variable Annuity

Item 8.   Annuity Period . . . . . . . . . . . .   Income Phase

Item 9.   Death Benefit. . . . . . . . . . . . .   Death Benefit

Item 10.  Purchases and Contract Value . . . . .   Purchase

Item 11.  Redemptions. . . . . . . . . . . . . .   Access to Your Money

Item 12.  Taxes. . . . . . . . . . . . . . . . .   Taxes

Item 13.  Legal Proceedings. . . . . . . . . . .   None

Item 14.  Table of Contents of the Statement of
          Additional Information . . . . . . . .   Table of Contents of the
                                                   Statement of Additional
                                                   Information
</TABLE>

<TABLE>
<CAPTION>
<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           -----------------------
          PART B

Item 15.  Cover Page . . . . . . . . . . . . . .   Cover Page

Item 16.  Table of Contents. . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . .   Company

Item 18.  Services . . . . . . . . . . . . . . .   Not Applicable

Item 19.  Purchase of Securities Being Offered .   Not Applicable

Item 20.  Underwriters . . . . . . . . . . . . .   Distribution

Item 21.  Calculation of Performance Data. . . .   Performance Information

Item 22.  Annuity Payments . . . . . . . . . . .   Annuity Provisions

Item 23.  Financial Statements . . . . . . . . .   Financial Statements
</TABLE>



                                    PART C

Information  required  to  be  included  in  Part  C  is  set  forth under the
appropriate Item so numbered in Part C to this Registration Statement.



Cova Financial Life Insurance Company                           May 1, 1997     



               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 16  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 16 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, whichever 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                                 VKAC Growth and Income
   Large Cap Stock                              Mid-Cap Value                                     Money Market
   International Equity                         Large Cap Research                                Quality Income
   Quality Bond                                 Developing Growth                                 Stock Index
                                                Lord Abbett Growth and Income     

Managed by Conning Asset Management 
Company (formerly General American
Capital Company)
   Money Market
</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 1.10% 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 begin receiving regular 
income  payments from your annuity,  Cova will assess a state premium tax charge
which ranges from 0-4% depending upon the state.    
   
The  following chart is  designed to help you  understand the expenses in the
Contract.  The column "Total Annual Expenses" shows the total of the $30 
contract maintenance  charge (which is  represented as .10% below), the 1.40% 
insurance expenses and the investment expenses for each investment portfolio. 
The next two columns show you two examples of the expenses, 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 
Expenses are assessed as well as the withdrawal charges.  For year 10, the 
example shows the aggregate of all the annual expenses 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               Expenses            Expenses              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
 Mid-Cap Value                              1.50%                 1.10%               2.60%                $76.30        $291.02
 Large Cap Research                         1.50%                 1.10%               2.60%                $76.30        $291.02
 Developing Growth                          1.50%                 1.00%               2.50%                $75.30        $281.19
 Lord Abbett Growth and Income              1.50%                 0.85%               2.35%                $73.80        $266.24

Managed by Van Kampen American
Capital Investment Advisory Corp.
 VKAC Growth and Income                     1.50%                 0.70%               2.20%                $72.29        $251.04
 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%                 0.60%               2.10%                $71.29        $240.77

Managed by Conning Asset Management
Company
 Money Market                               1.50%                 0.205%              1.705%               $67.31       $199.08     
</TABLE>
   
For the newly formed Portfolios the expenses have been estimated. The expenses
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 taxed 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
                                          
                                     AND

                    COVA 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 17 investment choices - a fixed account which offers
an  interest  rate  which  is guaranteed by Cova, and 16 investment portfolios
listed  below. The 16 investment portfolios are part of the Cova Series Trust,
the Lord Abbett Series Fund,Inc. and the General American Capital Company. 
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.
          VKAC Growth and Income     
          Money Market
          Quality Income
          Stock Index

     MANAGED BY LORD, ABBETT & CO.
          Bond Debenture (a "high yield" portfolio under California
           insurance regulations)
          Mid-Cap Value
          Large Cap Research
          Developing Growth
          Lord Abbett Growth and Income     

LORD ABBETT SERIES FUND, INC.:

     MANAGED BY LORD, ABBETT & CO.
          Growth and Income

GENERAL AMERICAN CAPITAL COMPANY

     MANAGED BY CONNING ASSET MANAGEMENT COMPANY (formerly, General
     American Investment Management Company)
          Money Market

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,
1997. 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 __  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.    
   
INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS, INCLUDING THE 
POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, 
OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY 
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE 
BOARD, OR ANY OTHER AGENCY.    

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, 1997     


                              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.
General American Capital Company
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 EXPENSES
(as a percentage of the average daily net assets of an investment portfolio)

<TABLE>
<CAPTION>
                                                                  Other Expenses
                                                                  (after expense
                                                                  reimbursement for    Total Annual
                                       Management      12b-1      certain Portfolios)  Portfolio
                                            Fees       Fees       (see Note 5 below)   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)
     Mid-Cap Value**                         1.00%      --         .10%               1.10%
     Large Cap Research**                    1.00%      --         .10%               1.10%
     Developing Growth**                      .90%      --         .10%               1.00%
     Lord Abbett Growth and Income**          .75%      --         .10%                .85%
Managed By Van Kampen American
Capital Investment Advisory Corp.
     VKAC Growth and Income                   .60%      --         .10%                .70%
     Money Market#                            .00%      --         .11%                .11%
     Quality Income                           .50%      --         .10%                .60%
     Stock Index                              .50%      --         .10%                .60%
LORD ABBETT SERIES FUND, INC.
Managed by Lord Abbett
     Growth and Income##                      .50%      .07%       .02%                .59%
GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
     Money Market                              .205%     --        .00%                .205%    
<FN>
   
     * Annualized. The Portfolio commenced regular investment operations on April 2, 1996.

    ** Estimated. The Portfolio has not yet commenced regular investment operations.    

     # 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 Growth and Income Portfolio of Lord Abbett Series Fund, Inc. has 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. As of the date of this Prospectus, no payments have been made under the
12b-1 Plan.  For the year ending December 31, 1997, the 12b-1 fees are estimated to be
 .07%.  The examples below for this Portfolio reflect the estimated 12b-1 fees.    
</TABLE>



EXAMPLES

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

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


<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
    Mid-Cap Value                   (a)  $76.30   (a)  $125.66
                                    (b)  $26.30   (a)  $ 80.66
Large Cap Research                  (a)  $76.30   (a)  $125.66
                                    (b)  $26.30   (b)  $ 80.66
Developing Growth                   (a)  $75.30   (a)  $122.67
                                    (b)  $25.30   (b)  $ 77.67
Lord Abbett Growth and Income       (a)  $73.80   (a)  $118.16
                                    (b)  $23.80   (b)  $ 73.16

Managed By Van Kampen American
Capital Investment Advisory Corp.
VKAC Growth and Income              (a)  $72.29   (a)  $113.63   (a)  $162.42   (a)   $251.04
                                    (b)  $22.29   (b)  $ 68.63   (b)  $117.42   (b)   $251.04
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)  $71.29   (a)  $110.60   (a)  $157.34   (a)   $240.77
                                    (b)  $21.29   (b)  $ 65.60   (b)  $112.34   (b)   $240.77

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     

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
Money Market                        (a)  $67.31   (a)  $ 98.54  (a)  $137.02   (a)   $199.08
                                    (b)  $17.31   (b)  $ 53.54  (b)  $ 92.02   (b)   $199.08
</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. The Fee Table reflects
expenses of the Separate Account as well as the investment portfolios.    

     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 the
investment portfolios of Cova Series Trust for all operating expenses
(exclusive of the management fees) in excess of approximately .10%. Absent  
the  expense  reimbursement and management fee waiver, the percentages
shown for total annual portfolio expenses (on an annualized basis) for the 
year or period ended December 31, 1996 would have been .71% for the Quality 
Income Portfolio , .74% for the Money Market Portfolio, .67% for the Stock 
Index Portfolio, 1.02% for the VKAC Growth and Income Portfolio, 1.70% for the 
Select Equity Portfolio, 2.68% for  the Small Cap Stock Portfolio, 3.80% for
the International Equity Portfolio, 1.52% for the Quality Bond Portfolio,
1.23% for the Large Cap Stock Portfolio and 2.05% for the Bond Debenture 
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 16
investment portfolios and, 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  16  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 PORTFOLIOS:

     Bond  Debenture Portfolio (a "high yield" portfolio under California
           insurance regulations)
     Mid-Cap Value Portfolio
     Large Cap Research Portfolio
     Developing Growth Portfolio
     Lord Abbett Growth and Income Portfolio

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

     Money Market Portfolio
     Stock Index Portfolio
     Quality Income Portfolio
     VKAC 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

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company is a mutual fund with multiple portfolios. 
Each portfolio is managed by Conning Asset Management Company (formerly 
General American Investment Management Company). The following portfolio is 
available under the contract:

     Money Market Fund

TRANSFERS
   
You  can  transfer  money  among  the  fixed  account  and  the  16 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. 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.
   
Cova may, from time to time, include in its advertising and sales materials,
tax deferred compounding charts and other hypothetical illustrations, which
may include comparisons of currently taxable and tax deferred investment
programs, based on selected tax brackets.    

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.
       
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
                                          Year or Period        of Operations
                                          ended 12/31/96        through 12/31/95
<S>                                       <C>                   <C>
COVA SERIES TRUST

Managed by Van Kampen American
Capital Investment Advisory Corp.

  Quality Income Sub-Account
     Beginning of Period                  $  15.33                $  14.42
     End of Period                           15.54                   15.33
     Number of Accum. Units Outstanding     19,237                   8,702

  Money Market Sub-Account
     Beginning of Period                  $  11.42                $  11.13
     End of Period                           11.88                   11.42
     Number of Accum. Units Outstanding     27,094                  28,509

  VKAC Growth and Income Sub-Account
     Beginning of Period                  $  14.61                $  13.05
     End of Period                           17.01                   14.61
     Number of Accum. Units Outstanding     40,350                   7,197

  Stock Index Sub-Account
     Beginning of Period                  $  15.77                $  14.13
     End of Period                           19.04                   15.77
     Number of Accum. Units Outstanding     50,426                  13,384

Managed by Lord Abbett & Co.

  Bond Debenture Sub-Account
     Beginning of Period                  $  10.15                     *
     End of Period                           11.30                     
     Number of Accum. Units Outstanding     39,545                     

Managed by J.P. Morgan Investment 
Management Inc. 

  Select Equity Sub-Account
     Beginning of Period                  $  10.15                     *
     End of Period                           10.84                      
     Number of Accum. Units Outstanding    185,509                      

  Small Cap Stock Sub-Account
     Beginning of Period                  $  10.91                     *
     End of Period                           11.31                      
     Number of Accum. Units Outstanding    113,118                      

  International Equity Sub-Account
     Beginning of Period                  $  10.10                     *
     End of Period                           10.97                      
     Number of Accum. Units Outstanding    124,032                     

  Quality Bond Sub-Account
     Beginning of Period                  $   9.95                     *
     End of Period                           10.37                      
     Number of Accum. Units Outstanding     64,534                      

  Large Cap Stock Sub-Account
     Beginning of Period                  $  10.16                     *
     End of Period                           11.34                      
     Number of Accum. Units Outstanding    126,231                      

LORD ABBETT SERIES FUND, INC.

  Growth and Income Sub-Account
     Beginning of Period                  $ 21.31                 $  19.54
     End of Period                          25.09                    21.31
     Number of Accum. Units Outstanding   375,304                  125,555
<FN>
   
*  The Cova Series Trust Money Market  Portfolio  started  regular  investment  operations  on June 19, 1995; the VKAC Growth and
Income Portfolio started regular investment  operations on July 19, 1995; the Stock Index Portfolio and the Lord Abbett Series 
Fund, Inc. Growth and Income Portfolio started regular investment operations on July 20, 1995; and the Quality Bond Portfolio 
started regular investment operations on August 16, 1995. The accumulation unit values shown above for the beginning of the period
for the Select Equity, Small Cap Stock, Large Cap Stock, International Equity, Quality Bond and Bond Debenture Portfolios reflect 
the date these investment portfolios were first offered for sale to the public which were as follows: May 15, 1996 for the Select
Equity and Small Cap Stock Portfolios; May 16, 1996 for the Large Cap Stock Portfolio; May 14, 1996 for the International Equity
Portfolio; and May 20, 1996 for the Quality Bond and Bond Debenture Portfolios. The following Portfolios managed by Lord, 
Abbett & Co. have not yet commenced regular investment operations: Mid-Cap Value, Large Cap Research, Developing Growth and Lord 
Abbett Growth and Income.     
</TABLE>



                                  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 VKAC Growth
and Income.  J.P. Morgan Investment Management Inc. is the sub-adviser for the
following portfolios of Cova Series Trust: Select Equity, Small Cap Stock, 
International Equity, Quality Bond and Large Cap Stock. Lord, Abbett & Co. is 
the sub-adviser for the Bond Debenture Portfolio of Cova Series Trust. Lord, 
Abbett  & Co. is the investment adviser for Lord Abbett Series Fund, Inc. 
Growth and Income Portfolio. All of these portfolios began operations  
before  May  1,  1997.  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, performance is shown from the
dates shares were first offered to the public as follows: December 11, 1989 
for the Quality Income Portfolio; July 1, 1991 for the Money Market Portfolio;
November 1, 1991 for the Stock Index Portfolio; May 1, 1992 for the VKAC 
Growth and Income Portfolio; May 1, 1996 for the Select Equity, Small Cap 
Stock, International Equity, Quality Bond, Large Cap Stock and Bond Debenture
Portfolios. For the Lord Abbett Series Fund, Inc. Growth and Income Portfolio,
investment operations commenced on December 11, 1989.

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 VKAC Growth and Income Portfolio of Cova Series Trust; July 20, 1995 
for the  Stock  Index  Portfolio; August 16, 1995 for the Quality Income 
Portfolio; July  20,  1995 for the Growth and Income Portfolio of Lord Abbett 
Series Fund,  Inc.; May 15, 1996 for the Select Equity and Small Cap 
Portfolios; May 16, 1996 for the Large Cap Stock Portfolio; May 14, 1996 for 
the International Equity Portfolio; and May 20, 1996 for the Quality Bond and 
Bond Debenture Portfolios.  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 12/31/96

<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
- -----------------  ----------------------  ----------------------  ----------------------
   
VKAC GROWTH AND 
INCOME              18.18%  - -    13.50%   16.42%  - -    12.04% 11.02%  - -   11.01%

MONEY MARKET         5.42%  4.55%   4.64%    3.98%  3.08%   3.18% -1.31%  1.89%  2.06%

QUALITY INCOME       2.82%  6.76%   8.04%    1.36%  5.27%   6.44% -4.01%  4.08%  5.57%

STOCK INDEX         22.48% 14.13%  16.10%   20.69% 12.52%  13.26% 15.23% 11.54% 12.28%

SELECT EQUITY         - -   - -     8.52%     - -   - -     7.48%    - -   - -    2.66%

SMALL CAP STOCK       - -   - -     8.65%     - -   - -     7.57%    - -   - -    2.73%

INTERNATIONAL 
EQUITY                - -   - -     8.44%     - -   - -     7.36%    - -   - -    2.54%

QUALITY BOND          - -   - -     5.68%     - -   - -     4.76%    - -   - -   -0.04%

LARGE CAP STOCK       - -   - -    14.35%     - -   - -    13.32%    - -   - -    8.48%

BOND DEBENTURE        - -   - -    12.89%     - -   - -    11.86%    - -   - -    7.02%
</TABLE>



PART 1 LORD ABBETT SERIES FUND, INC.

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/96

<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 19.49% 16.16% 15.50%   17.76% 14.54% 13.92%    12.16% 13.50% 13.17%    
</TABLE>





PART 2 - GENERAL AMERICAN CAPITAL COMPANY PERFORMANCE ("GACC Performance")

Even though the General American Capital Company Money Market Fund has not 
been made available under the Contract until the date of this prospectus, the 
General American Capital Company Money Market Fund has been in existence for 
sometime and therefore has an investment performance history. In order to 
show how investment performance of the General American Capital Company Money 
Market Fund affects accumulation unit values, we have developed performance 
information.

The chart below shows the investment performance of the General American 
Capital Company Money Market Fund and the accumulation units performance 
calculated by assuming that accumulation units were invested in the General 
American Capital Company Money Market Fund for the same periods.

The performance figures in Column A for the General American Capital 
Company Money Market Fund reflect the 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 
General American Capital Company Money Market Fund. Column C presents 
performance figures for the accumulation units which reflect the insurance 
charges, the contract maintenance charge, the fees and expenses of the 
General American Capital Company Money Market Fund, and assumes that you 
make a withdrawal at the end of the period and therefore the withdrawal 
charge is reflected.


PART 2 GENERAL AMERICAN CAPITAL COMPANY MONEY MARKET FUND
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 12/31/96
<TABLE>

<CAPTION>

<S>                <C>         <C>           <C>         <C>       <C>            <C>         <C>         <C>     <C>

                  Column A                         Column   B                             Column   C
                             Fund    Performance                           Accumulation   Unit     Performance
Portfolio             1 yr   5 yrs        10 yrs     1 yr          5 yrs         10 yrs     1 yr         5 yrs   10 yrs 
- ----------------  ---------  ------  ------------  -------  -------------  -------------  -------  ------------  -------

Money Market        5.51%     4.49%       6.01%       4.11%        3.09%         4.61%       -.99%       -1.51%    4.51%
</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, 1997 for The Annuity Contract issued by Cova.    




                  (Please print or type and fill in all information)




     ---------------------------------------------------------------------------
     Name

     ---------------------------------------------------------------------------
     Address

     ---------------------------------------------------------------------------
     City                                         State               Zip Code





                                  PART B


                     STATEMENT OF ADDITIONAL INFORMATION

           INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                  issued by

                      COVA VARIABLE ANNUITY ACCOUNT FIVE

                                     AND

                    COVA FINANCIAL LIFE INSURANCE COMPANY     


   
THIS  IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1997,  FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.    

THE  PROSPECTUS  CONCISELY  SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT  TO  KNOW  BEFORE INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE
THE  COMPANY  AT:    One  Tower  Lane,  Suite 3000, Oakbrook Terrace, Illinois
60181-4644, (800) 831-5433.

     THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1997.    


                              TABLE OF CONTENTS



                                                     Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION
Reduction or Elimination of the Withdrawal Charge
   
PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies
Performance Information - General American Capital
Company Money Market Fund     

TAX STATUS
General
Diversification
Multiple Contracts
Contracts Owned by Other than Natural Persons
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts
Tax-Sheltered Annuities - Withdrawal Limitations

ANNUITY PROVISIONS
Variable Annuity
Fixed Annuity
Annuity Unit
Net Investment Factor
Mortality and Expense Guarantee

FINANCIAL STATEMENTS




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

General  American  is  a  St.  Louis-based  mutual company with more than $250
billion  of  life insurance in force and approximately $19 billion in assets.
It provides life and health insurance, retirement plans, and related financial
services to individuals and groups.    

                                   EXPERTS
   
The Balance Sheet of the Company as of December 31, 1996 and 1995
and the related consolidated Statements of Income, Shareholder's Equity and 
Cash Flows for the year ended December 31, 1996 and the periods from June 
1, 1995 through December 31, 1995 and January 1, 1995 through May 31, 1995 and 
for the year ended December 31, 1994 and the Statements of Assets 
and Liabilities and Contract Owners' Equity of the Separate Account as of 
December 31, 1996 and the related Statement of Operations for the 
year then ended and the Statement of Change in Contract Owners' 
Equity for the year ended December 31, 1996 and the period from June 19, 
1995 through December 31, 1995, included herein, have been included herein 
in reliance upon the reports of KPMG Peat Marwick LLP, independent 
certified public accountants, appearing elsewhere herein, and upon the 
authority of said firm as experts in accounting and auditing.    

                                LEGAL OPINIONS

Legal  matters  in  connection  with  the Contracts described herein are being
passed  upon  by  the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

                                 DISTRIBUTION

Cova  Life  Sales Company ("Life Sales") acts as the distributor.  Prior to June
1,  1995,  Cova Life Sales Company was known as Xerox Life Sales Company. Life
Sales is an affiliate of the Company.  The offering is on a continuous basis.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

                           PERFORMANCE INFORMATION

Total Return

From time to time, the Company may advertise performance data.  Such data will
show  the  percentage change in the value of an Accumulation Unit based on the
performance  of  an investment portfolio  over  a  period of time, usually a
calendar  year,  determined  by  dividing the increase (decrease) in value for
that unit by the Accumulation Unit value at the beginning of the period.
   
Any  such advertisement will include total return figures for the time periods
indicated  in  the  advertisement.  Such total return figures will reflect the
deduction of a 1.25% Mortality and Expense Risk Premium, a .15% Administrative
Expense  Charge,  the expenses for the underlying investment portfolio being 
advertised and any applicable Contract Maintenance Charges and
Withdrawal Charges.    

The  hypothetical value of a Contract purchased for the time periods described
in  the advertisement will be determined by using the actual Accumulation Unit
values  for  an  initial $1,000 purchase payment, and deducting any applicable
Contract Maintenance Charges and any applicable Withdrawal Charge to arrive at
the  ending  hypothetical  value.    The  average  annual total return is then
determined by computing the fixed interest rate that a $1,000 purchase payment
would  have to earn annually, compounded annually, to grow to the hypothetical
value  at  the  end  of the time periods described.  The formula used in these
calculations is:
                                        n
                               P (1 + T) = ERV

<TABLE>
<CAPTION>
<S>  <C>  <C>
P    =  a hypothetical initial payment of $1,000
T    =  average annual total return
n    =  number of years
ERV  =  ending redeemable value at the end of the time periods
        used (or fractional portion thereof) of a hypothetical
        $1,000 payment made at the beginning of the time
        periods used.
</TABLE>


The  Company  may  also advertise performance data which will be calculated in
the same manner as described above but which will not reflect the deduction of
any  Withdrawal  Charge. The  deduction  of any Withdrawal Charge would reduce
any percentage increase or make greater any percentage decrease.

Owners  should  note  that the investment results of each investment portfolio
will  fluctuate  over time, and any presentation of the investment portfolio's
total  return  for  any period should not be considered as a representation of
what  an  investment  may  earn  or what an Owner's total return may be in any
future period.

Historical Unit Values

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

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

Reporting Agencies

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

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

The  VARDS  Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Roswell, Georgia and published  by
Financial  Planning  Resources, Inc. The VARDS rankings may or may not reflect
the  deduction  of asset-based insurance charges.  In addition, VARDS prepares
risk  adjusted  rankings,  which  consider the effects of market risk on total
return performance.  This type of ranking may address the question as to which
funds  provide  the highest total return with the least amount of risk.  Other
ranking  services  may  be  used as sources of performance comparison, such as
CDA/Weisenberger.

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

Performance Information - General American Capital Company Money Market Fund

Although the Accumulation Units which invest in the Money Market Fund managed
by Conning Asset Management Company have no meaningful investment performance 
history yet, the Money Market Fund has been in existence for some time and 
consequently has an investment performance history. In order to demonstrate 
how investment experience of the General American Capital Company Money 
Market Fund affects Accumulation Unit values, performance information was 
developed. The information is based upon the historical experience of the 
General American Capital Company Money Market Fund and is for the periods 
shown. The prospectus contains a chart of performance information.

Future  performance  of  the General American Capital Company Money Market
Fund will vary and the hypothetical results  shown  are  not  necessarily  
representative  of  future  results.   Performance  for  periods ending after
those shown may vary substantially from the examples shown. The performance 
of the General American Capital Company Money Market Fund is calculated  for 
a  specified  period  of time by assuming an initial Purchase Payment  of  
$1,000  allocated  to  the  Portfolio.  There are performance  figures  for  
the  Accumulation Units which reflect the insurance charges  as  well  as  
the  portfolio  expenses.  There are also 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.  The  percentage  increases (decreases) are 
determined  by  subtracting the initial Purchase Payment from the ending value
and  dividing  the  remainder  by  the  beginning  value. The performance may 
also show figures when no withdrawal is assumed.
       

                                  TAX STATUS

GENERAL

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

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

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

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

DIVERSIFICATION

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

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

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

The   Company  intends that all investment portfolios underlying the Contracts
will  be  managed  in  such  a  manner as to comply with these diversification
requirements.

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

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

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

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

MULTIPLE CONTRACTS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under  Section 72(u) of the Code, the investment earnings on premiums for the 
Contracts  will  be taxed currently to the Owner if the Owner is a non-natural
person,  e.g.,  a  corporation    or  certain other entities.  Such Contracts 
generally  will  not be treated as annuities for federal income tax purposes. 
However,  this treatment is not applied to a Contract held by a trust or other
entity  as  an  agent  for a natural person nor to Contracts held by Qualified
Plans.    Purchasers should consult their own tax counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

Effective  January  1,  1993,  certain  distributions  from  retirement  plans
qualified  under  Section  401  or  Section  403(b) of the Code, which are not
directly  rolled  over  to  another  eligible  retirement  plan  or individual
retirement  account  or  individual  retirement  annuity,  are  subject  to  a
mandatory  20%  withholding  for  federal  income  tax.  The  20%  withholding
requirement  generally  does  not apply to: a) a series of substantially equal
payments  made  at  least  annually  for the life or life expectancy  of  the 
participant    or joint and last survivor expectancy of the participant  and a
designated  beneficiary  or for a specified period  of  10  years  or more; or
b)  distributions  which are required minimum distributions; or c) the portion
of the distributions not includible in gross income (i.e. returns of after-tax
contributions).    Participants  should consult their own tax counsel or other
tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions from annuity
contracts.  It  provides  that  if  the  Contract  Value exceeds the aggregate
purchase  payments  made, any amount withdrawn will be treated as coming first
from  the  earnings  and  then, only after the income portion is exhausted, as
coming  from the principal. Withdrawn earnings are includible in gross income.
It  further provides that a ten percent (10%) penalty will apply to the income
portion  of any premature distribution. However, the penalty is not imposed on
amounts  received:  (a)  after the  taxpayer reaches age 59 1/2; (b) after the
death  of the Owner; (c) if the taxpayer is totally disabled (for this purpose
disability  is as defined in Section 72(m)(7) of the Code); (d) in a series of
substantially  equal  periodic payments made not less frequently than annually
for  the  life (or life expectancy) of the taxpayer or for the joint lives (or
joint life expectancies) of the taxpayer and his or her Beneficiary; (e) under
an  immediate  annuity;  or  (f) which are allocable to purchase payments made
prior to August 14, 1982.

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

QUALIFIED PLANS

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

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

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

a.     H.R. 10 Plans

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

b.     Tax-Sheltered Annuities

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

c.     Individual Retirement Annuities

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

d.     Corporate Pension and Profit-Sharing Plans

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In  the  case of a withdrawal under a Qualified Contract, a ratable portion of
the  amount  received  is  taxable,  generally  based  on  the  ratio  of  the
individual's    cost   basis  to  the individual's total accrued benefit under
the  retirement  plan.    Special  tax  rules  may  be  available  for certain
distributions  from  a Qualified Contract. Section 72(t) of the Code imposes a
10%  penalty  tax on  the  taxable  portion of any distribution from qualified
retirement  plans,  including    Contracts  issued  and  qualified  under Code
Sections 401 (H.R. 10 and Corporate  Pension and Profit-Sharing Plans), 403(b)
(Tax-Sheltered Annuities) and  408(b)  (Individual  Retirement Annuities). To
the extent amounts are not includible  in gross income because they have been
rolled over to an IRA or to another  eligible  Qualified  Plan,  no  tax  
penalty will be imposed. The tax penalty  will not apply to the following 
distributions: (a) if distribution is made  on  or  after  the  date on which
the Owner or Annuitant (as applicable) reaches  age 59 1/2; (b) distributions
following the death or disability of the Owner  or Annuitant (as applicable)
(for this purpose disability is as defined in  Section  72(m)(7)  of  the  
Code);  (c)  after  separation  from  service, distributions  that are part 
of substantially equal periodic payments made not less  frequently  than 
annually for the life (or life expectancy) of the Owner or  Annuitant  
(as applicable) or the joint lives (or joint life expectancies) of  such  
Owner  or  Annuitant  (as  applicable)  and  his  or  her designated 
Beneficiary;  (d)  distributions  to an Owner or Annuitant (as applicable) who
separated  from  service  after he has attained age 55; (e) distributions made
to the Owner or Annuitant (as applicable) to the extent such distributions  do
not   exceed  the amount allowable as a deduction under Code Section  213 to
the  Owner  or  Annuitant (as applicable) for amounts paid during the  taxable
year for medical care; (f) distributions made to an alternate payee pursuant  
to  a  qualified  domestic relations order;     and (g) distributions from
an Individual Retirement Annuity for the purchase of medical insurance (as 
described in Section 213(d)(1)(D) of the Code) for the Owner or Annuitant (as 
applicable) and his or her spouse and dependents if the Owner or Annuitant 
(as applicable) has received unemployment compensation for at least 12 weeks. 
This exception will no longer apply after the Owner or Annuitant (as 
applicable) has been re-employed for at least 60 days. The exceptions stated 
in (d) and (f) above do not apply in the case of an Individual Retirement 
Annuity. The exception stated in (c) above applies to an Individual 
Retirement Annuity without the requirement that there be a separation from 
service.    
   
Generally,  distributions  from  a  qualified plan must commence no later than
April  1st of the calendar year following the later of (a) the year in which 
the employee attains age 70 1/2 or (b) the calendar year in which the 
employee retires. The date set forth in (b) does not apply to an Individual
Retirement Annuity. Required distributions must be over a period not exceeding 
the life expectancy of the individual or the joint lives or life expectancies 
of the individual and his or her designated beneficiary. If the required 
minimum distributions  are not made, a 50% penalty tax is imposed as to the 
amount not distributed.    

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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


                              ANNUITY PROVISIONS

VARIABLE ANNUITY

A  variable  annuity  is  an  annuity  with  payments  which:    (1)  are  not
predetermined  as  to  dollar amount; and (2) will vary in amount with the net
investment  results of the applicable  investment portfolio(s) of the Separate
Account.  At the Annuity Date, the Contract Value in each investment portfolio
will be applied to the applicable Annuity Tables.  The Annuity Table used will
depend  upon  the Annuity Option chosen.  If, as of the Annuity Date, the then
current  Annuity  Option rates applicable to this class of Contracts provide a
first  Annuity  Payment  greater than guaranteed under the same Annuity Option
under  this  Contract, the greater payment will be made.  The dollar amount of
Annuity Payments after the first is determined as follows:

<TABLE>
<CAPTION>
<S>  <C>

(1)  the dollar amount of the first Annuity Payment is divided by the
     value of an Annuity Unit as of the Annuity Date.  This
     establishes the number of Annuity Units for each monthly
     payment. The number of Annuity Units remains fixed during the
     Annuity Payment period.

(2)  the fixed number of Annuity Units is multiplied by the Annuity
     Unit value for the last Valuation Period of the month preceding
     the month for which the payment is due.  This result is the
     dollar amount of the payment.
</TABLE>



The  total  dollar  amount  of each Variable Annuity Payment is the sum of all
investment portfolios'  Variable  Annuity  Payments reduced by the applicable
Contract Maintenance Charge.

FIXED ANNUITY

A  fixed  annuity is a series of payments made during the Annuity Period which
are  guaranteed  as  to  dollar amount by the Company and do not vary with the
investment  experience  of the Separate Account.  The General Account Value on
the  day  immediately preceding the Annuity Date will be used to determine the
Fixed  Annuity  monthly  payment.    The first monthly Annuity Payment will be
based  upon  the  Annuity  Option  elected  and the appropriate Annuity Option
Table.

ANNUITY UNIT

The  value  of  an Annuity Unit for each investment portfolio  was arbitrarily
set initially at $10. This was done when the first investment portfolio shares
were purchased.  The investment portfolio Annuity Unit value at the end of any
subsequent  Valuation  Period  is  determined  by  multiplying  the investment
portfolio Annuity Unit value for the immediately preceding Valuation Period by
the product of (a) the Net Investment Factor for the day for which the Annuity
Unit value is being calculated, and (b) 0.999919.

NET INVESTMENT FACTOR

The  Net  Investment  Factor  for  any investment portfolio for any Valuation
Period is determined by dividing:

<TABLE>
<CAPTION>
<S>  <C>

(a)  the Accumulation Unit value as of the close of the current
     Valuation Period, by

(b)  the Accumulation Unit value as of the close of the immediately
     preceding Valuation Period.
</TABLE>



The Net Investment Factor may be greater or less than one, as the Annuity Unit
value may increase or decrease.

MORTALITY AND EXPENSE GUARANTEE

The  Company  guarantees  that the dollar amount of each Annuity Payment after
the  first  Annuity Payment will not be affected by variations in mortality or
expense experience.

                             FINANCIAL STATEMENTS

The consolidated financial statements of the Company included herein should be
considered  only  as  bearing  upon  the  ability  of  the Company to meet its
obligations under the Contracts.








COVA VARIABLE ANNUITY ACCOUNT FIVE

Financial Statements

December 31, 1996

(With Independent Auditors' Report Thereon)


<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

<S>                                                                                                          <C>
COVA SERIES TRUST:
  Quality Income Portfolio - 27,535 shares at a net asset value of $10.69 per share (cost $293,906)          $   294,353
  Growth and Income Portfolio - 46,829  shares at a net asset value of $13.99 per share (cost $617,232)          654,976
  Money Market Portfolio - 321,874 shares at a net asset value of $1.00 per share (cost $321,874)                321,874
  Stock Index Portfolio - 57,208 shares at a net asset value of $16.13 per share (cost $840,381)                 922,565
  Bond Debenture Portfolio - 39,495 shares at a net asset value of $10.97 per share (cost $424,882)              433,274
  Quality Bond Portfolio - 64,756  shares at a net asset value of $10.08 per share (cost $650,565)               652,878
  Small Capital Stock Portfolio - 112,341 shares at a net asset value of $10.92 per share (cost $1,192,979)    1,227,000
  Large Capital Stock Portfolio - 125,692 shares at a net asset value of $11.11 per share (cost $1,339,783)    1,396,638
  Select Equity Portfolio - 184,560  shares at a net asset value of $10.74 per share (cost $1,881,173)         1,982,566
  International Equity Portfolio - 123,533 shares at a net value of $10.96 per share (cost $1,287,163)         1,353,846

LORD ABBETT SERIES FUND, INC:
  Growth and Income Portfolio - 553,055  shares at a net asset value of $17.03 per share (cost $9,041,437)     9,416,206

DIVIDENDS RECEIVABLE:
COVA SERIES TRUST:
   Quality Income Portfolio                                                                                        4,591
   Growth and Income Portfolio                                                                                    31,300
   Stock Index Portfolio                                                                                          37,397
   Bond Debenture Portfolio                                                                                       13,385
   Quality Bond Portfolio                                                                                         16,258
   Small Cap Portfolio                                                                                            52,185
   Large Cap Portfolio                                                                                            34,185
   Select Equity Portfolio                                                                                        27,987
   International Equity Portfolio                                                                                  6,413
                                                                                                             -----------
   TOTAL DIVIDENDS RECEIVABLE                                                                                    223,701
                                                                                                             -----------

   TOTAL ASSETS                                                                                              $18,879,877
                                                                                                             ===========

LIABILITIES AND CONTRACT OWNERS' EQUITY

CONTRACT OWNERS' EQUITY:
  Trust Quality Income - 19,237 accumulation units at $15.540286 per unit                                    $   298,944
  Trust Growth and Income - 40,350 accumulation units at $17.008156 per unit                                     686,276
  Trust Money Market - 27,094 accumulation units at $11.879722 per unit                                          321,874
  Trust Stock Index - 50,426 accumulation units at $19.036955                                                    959,962
 per unit
  Trust Bond Debenture Portfolio - 39,545 accumulation units at $11.294929 per unit                              446,659
  Trust Quality Bond Portfolio - 64,534 accumulation units at $10.368767 per unit                                669,136
  Trust Small Cap Stock Portfolio - 113,118 accumulation units at $11.308427 per unit                          1,279,185
  Trust Large Cap Stock Portfolio - 126,231 accumulation units at $11.334982 per unit                          1,430,823
  Trust Select Equity Portfolio - 185,509 accumulation units at $10.838053 per unit                            2,010,553
  Trust International Equity Portfolio - 124,032 accumulation units at $10.967004 per unit                     1,360,259
  Fund Growth and Income - 375,304 accumulation units at $25.089540 per unit                                   9,416,206
                                                                                                             -----------


TOTAL CONTRACT OWNERS' EQUITY                                                                                 18,879,877
                                                                                                             -----------

TOTAL LIABILITIES AND CONTRACT OWNERS' EQUITY                                                                $18,879,877
                                                                                                             ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996




          COVA                                                                
                                                            LORD ABBETT


    SERIES TRUST                                                              
                                                    SERIES FUND, INC.

_____________________________________________________________________________
_____________________________________      ____________
<TABLE>

<CAPTION>


                                   QUALITY   GROWTH &    MONEY    STOCK       BOND     QUALITY     SMALL       LARGE      SELECT
                                   INCOME     INCOME    MARKET    INDEX    DEBENTURE     BOND    CAP STOCK   CAP STOCK    EQUITY
<S>                               <C>        <C>        <C>      <C>       <C>         <C>       <C>         <C>         <C>
INVESTMENT INCOME:


 INCOME:
    Dividends and Capital Gains
       Distributions              $ 10,397   $  34,666  $29,444  $ 43,128  $   13,769  $ 16,671  $   52,946  $   34,930  $ 29,027


       Total Income                 10,397      34,666   29,444    43,128      13,769    16,671      52,946      34,930    29,027

EXPENSES:
    Mortality and Expense
       Risk Fee                      2,833       5,143    6,974     7,487       1,516     2,393       4,749       4,497     6,452
    Administrative Fee                 340         617      837       898         182       287         570         540       774
       Total Expenses                3,173       5,760    7,811     8,385       1,698     2,680       5,319       5,037     7,226

NET INVESTMENT INCOME                7,224      28,906   21,633    34,743      12,071    13,991      47,627      29,893    21,801

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                      (682)        518       --     1,342       1,375        65         334       3,085       465

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS        (1,359)     41,537       --    80,860       8,392     2,313      34,020      56,856   101,392

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS        (2,041)     42,055       --    82,202       9,767     2,378      34,354      59,941   101,857

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 $  5,183   $  70,961  $21,633  $116,945  $   21,838  $ 16,369  $   81,981  $   89,834  $123,658
                                  =========  =========  =======  ========  ==========  ========  ==========  ==========  ========


                                   INTL     GROWTH &
                                  EQUITY     INCOME      TOTAL
<S>                               <C>      <C>         <C>
INVESTMENT INCOME:


 INCOME:
    Dividends and Capital Gains
       Distributions              $ 8,149  $  615,866  $  888,993


       Total Income                 8,149     615,866     888,993

EXPENSES:
    Mortality and Expense
       Risk Fee                     5,062      72,893     119,999
    Administrative Fee                607       8,747      14,399
       Total Expenses               5,669      81,640     134,398

NET INVESTMENT INCOME               2,480     534,226     754,595

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                      132       2,820       9,454

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS       66,683     471,675     862,369

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS       66,815     474,495     871,823

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 $69,295  $1,008,721  $1,626,418
                                  =======  ==========  ==========
</TABLE>

See accompanying notes to financial statements.
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Year Ended December 31, 1996


                                                        COVA                  

 LORD ABBETT

                                                   SERIES TRUST               

SERIES FUND, INC.

_____________________________________________________________________________
_________        __________
<TABLE>

<CAPTION>

                                       QUALITY    GROWTH &      MONEY        STOCK       BOND      QUALITY      SMALL
                                       INCOME      INCOME       MARKET       INDEX    DEBENTURE     BOND      CAP. STOCK
                                      ---------  ----------  ------------  ---------  ----------                   
<S>                                   <C>        <C>         <C>           <C>        <C>         <C>        <C>
FROM OPERATIONS:
  Net Investment Income               $  7,224   $  28,906   $    21,633   $ 34,743   $   12,071  $ 13,991   $    47,627 
  Net Realized Gain/(Loss) on
    Investments                           (682)        518            --      1,342        1,375        65           334 
  Net Unrealized Gain/(Loss)
    on Investments                      (1,359)     41,537            --     80,860        8,392     2,313        34,020 


NET INCREASE IN CONTRACT
Net Increase in Contract
Owners' Equity Resulting
     Owners Equity Resulting
     FROM OPERATIONS                     5,183      70,961        21,633    116,945       21,838    16,369        81,981 

FROM ACCOUNT UNIT TRANSACTIONS:

 Proceeds from Units of
  the Account Sold                      57,261      32,625     5,011,759    152,928      115,745   100,194       461,912 
 Payments for Units of the
  Account Redeemed                     (22,762)     (7,535)         (170)   (13,935)          --    (1,570)       (3,036)

Account Transfers                      125,849     485,085    (5,037,068)   492,907      309,076   554,143       738,328 

NET INCREASE/(DECREASE) IN
    CONTRACT OWNERS' EQUITY
    FROM ACCOUNT UNIT                  160,348     510,175       (25,479)   631,900      424,821   652,767     1,197,204 
      TRANSACTIONS

NET INCREASE/(DECREASE) IN CONTRACT
  OWNERS' EQUITY                       165,531     581,136        (3,846)   748,845      446,659   669,136     1,279,185 

CONTRACT OWNERS' EQUITY:
  BEGINNING OF PERIOD                  133,413     105,140       325,720    211,117           --        --            -- 
  END OF PERIOD                       $298,944   $ 686,276   $   321,874   $959,962   $  446,659  $669,136   $ 1,279,185 

                                         LARGE        SELECT        INTL       GROWTH &
                                       CAP. STOCK     EQUITY       EQUITY       INCOME        TOTAL

<S>                                   <C>           <C>          <C>          <C>          <C>           <C>
FROM OPERATIONS:
  Net Investment Income               $    29,893   $   21,801   $    2,480   $  534,226                 $  754,595
  Net Realized Gain/(Loss) on
    Investments                             3,085          465          132        2,820         9,454 
  Net Unrealized Gain/(Loss)
    on Investments                         56,856      101,392       66,683      471,675       862,369 


NET INCREASE IN CONTRACT
Net Increase in Contract
Owners' Equity Resulting
     Owners Equity Resulting
     FROM OPERATIONS                       89,834      123,658       69,295    1,008,721     1,626,418 

FROM ACCOUNT UNIT TRANSACTIONS:

 Proceeds from Units of
  the Account Sold                        542,124      755,570      576,132    1,438,328     9,244,578 
 Payments for Units of the
  Account Redeemed                         (7,336)      (8,859)      (4,725)    (131,847)     (201,775)

Account Transfers                         806,201    1,140,184      719,557    4,425,896                  4,760,158

NET INCREASE/(DECREASE) IN
    CONTRACT OWNERS' EQUITY
    FROM ACCOUNT UNIT                   1,340,989    1,886,895    1,290,964    5,732,377    13,802,961 
      TRANSACTIONS

NET INCREASE/(DECREASE) IN CONTRACT
  OWNERS' EQUITY                        1,430,823    2,010,553    1,360,259    6,741,098    15,429,379 

CONTRACT OWNERS' EQUITY:
  BEGINNING OF PERIOD                          --           --           --    2,675,108     3,450,498 
  END OF PERIOD                       $ 1,430,823   $2,010,553   $1,360,259   $9,416,206   $18,879,877 
</TABLE>

See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995
<TABLE>


  VAN KAMPEN MERRITT                        LORD ABBETT

           SERIES TRUST                            SERIES FUND, INC.

                        ___________________________________________    ___________________
<CAPTION>

<S>                               <C>        <C>         <C>           <C>        <C>          <C>
                                  Quality    Growth &    Money         Stock      Growth &
                                  INCOME     INCOME      MARKET        INDEX      INCOME       TOTAL
                                  ---------  ----------  ------------  ---------  -----------  -----------
FROM OPERATIONS:
  Net Investment Income           $  1,133   $   7,080   $     8,149   $  7,348   $  197,406   $  221,116 
  Net Realized Gain on
    Investments                          6         262            --      1,432        2,243        3,943 
  Net Unrealized Gain/(Loss)
    on Investments                   1,806      (3,794)           --      1,325      (96,906)     (97,569)
                                  ---------  ----------                ---------  -----------  -----------

NET INCREASE IN CONTRACT
  OWNERS' EQUITY
    RESULTING FROM
     OPERATIONS                      2,945       3,548         8,149     10,105      102,743      127,490 
                                  ---------  ----------  ------------  ---------  -----------  -----------

From Account Unit Transactions:

 Proceeds from Units of
  the Account Sold                  20,000         148     2,128,675     15,778      441,266    2,605,867 
 Payments for Units of the
  Account Redeemed                    (248)         --            --     (2,204)      (3,894)      (6,346)
Account Transfers                  110,716     101,444    (1,811,104)   187,438    2,134,993      723,487 
                                  ---------  ----------  ------------  ---------  -----------  -----------

Net Increase in Contract
  Owners' Equity From
    Account Unit
      Transactions                 130,468     101,592       317,571    201,012    2,572,365    3,323,008 
                                  ---------  ----------  ------------  ---------  -----------  -----------

Net Increase in Contract
  Owners' Equity                   133,413     105,140       325,720    211,117    2,675,108    3,450,498 
                                  ---------  ----------  ------------  ---------  -----------  -----------

Contract Owners' Equity:
  Beginning of Period                   --          --            --         --           --           -- 
                                  ---------  ----------  ------------  ---------  -----------  -----------
  End of Period                   $133,413   $ 105,140   $   325,720   $211,117   $2,675,108   $3,450,498 
</TABLE>

See accompanying notes to financial statements.












COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:
<TABLE>

<CAPTION>
COVA SERIES TRUST - QUALITY INCOME PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                      FOR THE PERIOD FROM 8/16/95
                                     FOR THE YEAR    (COMMENCEMENT OF OPERATIONS)
                                    ENDED 12/31/96         THROUGH 12/31/95)
                                   ----------------  -----------------------------
<S>                                <C>               <C>
Accumulation Unit Value,
  Beginning of Period              $         15.33   $                       14.42
                                   ----------------  -----------------------------

  Net Investment Income                        .46                             .32

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                            (.25)                            .59
                                   ----------------  -----------------------------

Total from Investment Operations               .21                             .91
                                   ----------------  -----------------------------

Accumulation Unit Value,
  End of Period                    $         15.54   $                       15.33
                                   ================  =============================


Total Return**                                1.36%                        17.03%*


Contract Owners Equity,
  End of  Period (in thousands)    $           299   $                         133


Ratio of Expenses to Average
  Contract Owners' Equity                     1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                            3.21%                         6.54%*


Number of Units Outstanding
  at End of Period                          19,237                           8,702
<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
      fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
      charges as well as all expenses of the underlying portfolios (investment
advisory fees and portfolio
      operating expenses).
</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:
<TABLE>

<CAPTION>
COVA SERIES TRUST - GROWTH & INCOME PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                      FOR THE PERIOD FROM 7/19/95
                                     FOR THE YEAR    (COMMENCEMENT OF OPERATIONS)
                                    ENDED 12/31/96         THROUGH 12/31/95
                                                     -----------------------------
<S>                                <C>               <C>
Accumulation Unit Value,
  Beginning of Period              $         14.61   $                       13.05

  Net Investment Income                        .68                             .99

  Net Realized and Unrealized
    Gain from Security
      Transactions                            1.72                             .57

Total from Investment Operations              2.40                            1.56
                                                     -----------------------------

Accumulation Unit Value,
  End of Period                    $         17.01   $                       14.61
                                   ================  =============================


Total Return**                               16.42%                        26.71%*


Contract Owners Equity,
  End of  Period (in thousands)    $           686   $                         105


Ratio of Expenses to Average
  Contract Owners' Equity                     1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                            7.08%                        49.49%*



Number of Units Outstanding
  at End of Period                          40,350                           7,197
<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or
      account transfer charges), but do reflect mortality and expense charges,
administration expense charges as well
     as all expenses of the underlying portfolios (investment advisory fees and
portfolio operating expenses).
</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:
<TABLE>

<CAPTION>     
COVA SERIES TRUST - MONEY MARKET PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                      For the Period From 6/19/95
                                     FOR THE YEAR    (Commencement of Operations)
                                    ENDED 12/31/96         Through 12/31/95
                                   ----------------  -----------------------------
<S>                                <C>               <C>
Accumulation Unit Value,
  Beginning of Period              $         11.42   $                       11.13
                                   ----------------  -----------------------------

  Net Investment Income                        .46                             .29

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                              --                              --

Total from Investment Operations               .46                             .29

Accumulation Unit Value,
  End of Period                    $         11.88   $                       11.42
                                   ================  =============================


Total Return**                                3.98%                         4.94%*


Contract Owners Equity,
  End of  Period (in thousands)    $           322   $                         326


Ratio of Expenses to Average
  Contract Owners' Equity                     1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                            3.91%                         4.38%*


Number of Units Outstanding
  at End of Period                          27,094                          28,509
<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or
      account transfer charges), but do reflect mortality and expense charges,
administration expense charges as well
      as all expenses of the underlying portfolios(investment advisory fees and
portfolio operating expenses).
</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:
<TABLE>

<CAPTION>
COVA SERIES TRUST - STOCK INDEX PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                      For the Period From 7/20/95
                                     FOR THE YEAR    (Commencement of Operations)
                                    ENDED 12/31/96         Through 12/31/95
                                   ----------------  -----------------------------
<S>                                <C>               <C>
Accumulation Unit Value,
  Beginning of Period              $         15.77   $                       14.13
                                   ----------------  -----------------------------

  Net Investment Income                        .67                             .50

  Net Realized and Unrealized
    Gain from Security
      Transactions                            2.60                            1.14
                                   ----------------  -----------------------------

Total from Investment Operations              3.27                            1.64
                                   ----------------  -----------------------------

Accumulation Unit Value,
  End of Period                    $         19.04   $                       15.77
                                   ================  =============================


Total Return**                               20.69%                        26.25%*


Contract Owners Equity,
  End of  Period (in thousands)    $           960   $                         211


Ratio of Expenses to Average
  Contract Owners' Equity                     1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                            5.84%                        18.57%*


Number of Units Outstanding
  at End of Period                          50,426                          13,384
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees
       or account transfer charges), but do reflect mortality and expense charges,
administration expense charges as
       well as all expenses of the underlying portfolios(investment advisory fees
and portfolio operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - BOND DEBENTURE PORTFOLIO (MANAGED BY LORD, ABBETT & CO.)

                                    FOR THE PERIOD FROM 5/20/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                       10.15
                                   -----------------------------

  Net Investment Income                                      .33

  Net Realized and Unrealized
    Gain from Security
      Transactions                                           .82
                                   -----------------------------

Total from Investment Operations                            1.15
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       11.30
                                   =============================


Total Return**                                           18.73%*


Contract Owners Equity,
  End of  Period (in thousands)    $                         447


Ratio of Expenses to Average
  Contract Owners' Equity                                 1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                        9.98%*


Number of Units Outstanding
  at End of Period                                        39,545
<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
      fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
      charges as well as all expenses of the underlying portfolios (investment
advisory fees and portfolio
      operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - QUALITY BOND PORTFOLIO
(MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT, INC.)

                                    FOR THE PERIOD FROM 5/20/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                        9.95
                                   -----------------------------

  Net Investment Income                                      .29

  Net Realized and Unrealized
   Gain from Security
      Transactions                                           .13
                                   -----------------------------

Total from Investment Operations                             .42
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       10.37
                                   =============================


Total Return**                                            6.80%*


Contract Owners Equity,
  End of  Period (in thousands)    $                         669


Ratio of Expenses to Average
  Contract Owners' Equity                                 1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                        7.33%*


Number of Units Outstanding
  at End of Period                                        64,534
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios
(investment advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - SMALL CAP STOCK PORTFOLIO
(MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT, INC.)

                                    FOR THE PERIOD FROM 5/15/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                       10.91
                                   -----------------------------

  Net Investment Income                                      .39

  Net Realized and Unrealized
    Gain from Security
      Transactions                                           .01
                                   -----------------------------

Total from Investment Operations                             .40
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       11.31
                                   =============================


Total Return**                                            5.90%*


Contract Owners Equity,
  End of  Period (in thousands)    $                       1,279


Ratio of Expenses to Average
  Contract Owners' Equity                                 1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       12.57%*


Number of Units Outstanding
  at End of Period                                       113,118
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios
(investment advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - LARGE CAP STOCK PORTFOLIO
(MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT, INC.)

                                    FOR THE PERIOD FROM 5/16/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                       10.16
                                   -----------------------------

  Net Investment Income                                      .22

  Net Realized and Unrealized
    Gain from Security
      Transactions                                           .96
                                   -----------------------------

Total from Investment Operations                            1.18
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       11.34
                                   =============================


Total Return**                                           19.05%*


Contract Owners Equity,
  End of  Period (in thousands)    $                       1,431


Ratio of Expenses to Average
  Contract Owners' Equity                                 1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                        8.33%*


Number of Units Outstanding
  at End of Period                                       126,231
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios
(investment advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - SELECT EQUITY PORTFOLIO
(MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT, INC.)

                                    FOR THE PERIOD FROM 5/15/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                       10.15
                                   -----------------------------

  Net Investment Income                                      .11

  Net Realized and Unrealized
    Gain from Security
      Transactions                                           .58
                                   -----------------------------

Total from Investment Operations                             .69
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       10.84
                                   =============================


Total Return**                                           10.89%*
                                                              %*


Contract Owners Equity,
  End of  Period (in thousands)    $                       2,011


Ratio of Expenses to Average                              1.40%*
  Contract Owners' Equity


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                        4.23%*


Number of Units Outstanding
  at End of Period                                       185,509
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios
(investment advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
COVA SERIES TRUST - INTERNATIONAL EQUITY PORTFOLIO
(MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT, INC.)

                                    FOR THE PERIOD FROM 5/14/96
                                   (COMMENCEMENT OF OPERATIONS)
                                         THROUGH 12/31/96
                                   -----------------------------
<S>                                <C>
Accumulation Unit Value,
  Beginning of Period              $                       10.10
                                   -----------------------------

  Net Investment Income                                      .02

  Net Realized and Unrealized
    Gain from Security
      Transactions                                           .85
                                   -----------------------------

Total from Investment Operations                             .87
                                   -----------------------------

Accumulation Unit Value,
  End of Period                    $                       10.97
                                   =============================


Total Return**                                           13.86%*


Contract Owners Equity,
  End of  Period (in thousands)    $                       1,360


Ratio of Expenses to Average
  Contract Owners' Equity                                 1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                        0.61%*


Number of Units Outstanding
  at End of Period                                       124,032
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios
(investment advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding
throughout the period per sub-account are presented below:

<TABLE>

<CAPTION>
LORD ABBETT SERIES FUND, INC. - GROWTH AND INCOME PORTFOLIO

                                                      FOR THE PERIOD FROM7/20/95
                                     FOR THE YEAR    (COMMENCEMENT OF OPERATIONS)
                                    ENDED 12/31/96         THROUGH 12/31/95
                                   ----------------  -----------------------------
<S>                                <C>               <C>
Accumulation Unit Value,
  Beginning of Period              $         21.31   $                       19.54
                                   ----------------  -----------------------------

  Net Investment Income                       1.32                            1.50

  Net Realized and Unrealized
    Gain from Security
      Transactions                            2.46                             .27
                                   ----------------  -----------------------------

Total from Investment Operations              3.78                            1.77
                                   ----------------  -----------------------------

Accumulation Unit Value,
  End of Period                    $         25.09   $                       21.31
                                   ================  =============================


Total Return**                               17.76%                        20.38%*


Contract Owners Equity,
  End of  Period (in thousands)    $         9,416   $                       2,675


Ratio of Expenses to Average
  Contract Owners' Equity                     1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract                         9.23%
    Owners' Equity                                                         42.60%*


Number of Units Outstanding
  at End of Period                         375,304                         125,555
<FN>
*     Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance
       fees or account transfer charges), but do reflect mortality and expense
charges, administration expense
       charges as well as all expenses of the underlying portfolios (investment
advisory fees and portfolio
       operating expenses).
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

1.  ORGANIZATION:

Cova Variable Annuity Account Five (the "Separate Account") is a separate
investment  account  established  by a resolution of the Board of Directors of
Cova Financial Life Insurance Company ("Cova").  The Separate Account operates
as a Unit Investment Trust under the Investment Company Act of 1940.

The  Separate  Account  is  divided into sub-accounts, with the assets of each
sub-account  invested  in  the Cova Series Trust ("Trust") or  the Lord Abbett
Series  Fund,  Inc.  ("Fund").   The Trust consists of ten portfolios of which
four  managed  by Van Kampen American Capital Investment Advisory Corp., five 
managed  by  J.P. Morgan Investment Management, Inc. and one portfolio managed
by Lord, Abbett and Co.  The Trust portfolios available for investment are the
Quality  Income, Growth and Income, Money Market, Stock Index, Bond Debenture,
Quality Bond, Small Cap Stock, Large Cap Stock, Select Equity, and
International  Equity    Portfolios.  The Fund has one portfolio available for
investment:  the Growth and Income Portfolio.  Not all portfolios of the Trust
and the  Fund are available for investment depending upon the nature and
specific  terms  of the different contracts currently being offered for sale. 
The  Trust and the  Fund  are all diversified, open-end, management investment
companies which are intended to meet differing investment objectives.

The Trust Quality Income Portfolio invests in U.S. Government issued debt
obligations and in various investment-grade debt instruments, including
mortgage  pass-through  certificates and collateralized mortgage obligations. 
The  Trust  Growth and Income Portfolio invests primarily in common stocks and
futures  and options contracts.  The Trust Money Market  Portfolio invests  in
short-term  money market instruments.  The Trust Stock Index Portfolio invests
in common stocks, stock index futures and options, and short-term securities. 
The Trust Bond Debenture Portfolio invests primarily in convertible and
discount  debt securities.  The Trust Quality Bond Portfolio invests primarily
in higher grade debt securities.  The Small Cap Stock Portfolio invests
primarily  in  the  common stock of small U.S. companies.  The Large Cap Stock
and Select Equity Portfolios invest in stocks of large and medium-sized
companies.   The International Equity Portfolio invests primarily in stocks of
established companies based in developed countries.  The Fund Growth and
Income Portfolio invests primarily in common stocks.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

Investments  in  shares  of the Trust and Fund are carried in the statement of
assets and liabilities at the underlying net asset value of the Trust and
Fund.    The  net asset value of the Trust and Fund has been determined on the
market value basis, and is valued daily by the Trust and Fund investment
managers.  Realized gains and losses are calculated by the average cost
method.

B.  REINVESTMENT OF DIVIDENDS

Dividends  received  from net investment income and net realized capital gains
are  reinvested  in  additional  shares of the portfolio of the Trust or  Fund
making  the distribution or, at the election of the Separate Account, received
in cash.  Dividend income and capital gain distributions are recorded as
income on the ex-dividend date.








<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

C.  FEDERAL INCOME TAXES

Operations  of  the  Separate Account form a part of Cova, which is taxed as a
"Life Insurance Company" under the Internal Revenue Code ("Code").  Under
current  provisions  of  the Code, no Federal income taxes are payable by Cova
with respect to earnings of the Separate Account.

Under the principles set forth in Internal Revenue Ruling 81-225 and Section
817(h) of the Code and regulations thereunder, Cova believes that it will be
treated as the owner of the assets invested in the Separate Account for
Federal income tax purposes, with the result that earnings and gains, if any,
derived from those assets will not be included in a contract owners gross
income until amounts are withdrawn or received pursuant to an Optional Payment
Plan.
3.  CONTRACT CHARGES:

There  are  no deductions made from purchase payments for sales charges at the
time of purchase.  However, if all or a portion of the contract value is
withdrawn,  a  withdrawal  charge is calculated and deducted from the contract
value.    The  withdrawal  charge is imposed on withdrawals of contract values
attributable to purchase payments within five years after receipt and is equal
to 5% of the purchase payment withdrawn.  After the first contract
anniversary, provided that the contract value prior to withdrawal exceeds
$5,000,  an owner may make a withdrawal each contract year of up to 10% of the
aggregate purchase payments free from withdrawal charges.

An  annual contract maintenance charge of $30 is imposed on all contracts with
contract  values  less  than  $50,000 on their policy anniversary.  The charge
covers the cost of contract administration for the previous year and is
prorated between the sub-accounts to which the contract value is allocated.

Subject to certain restrictions, the contract owner may transfer all or a part
of  the  accumulated  value  of the contract among other offered and available
account  options of the Separate Account and fixed rate annuities of Cova.  If
more  than 12 transfers have been made in the contract year, a transfer fee of
$25  per  transfer  or, if less, 2% of the amount transferred will be deducted
from the account value.  If the owner is participating in the Dollar Cost
Averaging program, such related transfers are not taken into account in
determining any transfer fee.

For  the year ended December 31, 1996, withdrawal and account transfer charges
of  $1,050  and  contract maintenance charges of $3,324 were deducted from the
contract values in the Separate Account.

Mortality and expense risks assumed by Cova are compensated by a charge
equivalent to an annual rate of 1.25% of the value of net assets.  The
mortality  risks assumed by Cova arise from its contractual obligation to make
annuity  payments after the annuity date for the life of the annuitant, and to
waive the withdrawal charge in the event of the death of the contract owner.

In addition, the Separate Account bears certain administration expenses, which
are  equivalent  to an annual rate of .15% of net assets.  These charges cover
the cost of establishing and maintaining the contracts and Separate Account.

Cova  currently  advances  any premium taxes due at the time purchase payments
are  made  and  then deducts premium taxes from the contract value at the time
annuity payments begin or upon withdrawal if Cova is unable to obtain a
refund.  Cova, however, reserves the right to deduct premium taxes when
incurred.





<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995


4.  GAIN/(LOSS) ON INVESTMENTS:

The table below summarizes realized and unrealized gains and losses on
investments:

<TABLE>

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS:

<S>                                         <C>               <C>
                                                              For The Period From 6/19/95
                                            For the Year      (Commencement of Operations)
                                            Ended 12/31/96    Through 12/31/95
                                            ----------------                               

Trust Quality Income Portfolio:
 Aggregate Proceeds From Sales              $        50,860   $                         687
 Aggregate Cost                                      51,542                             681
   Net Realized Gain/(Loss) on Investments            ($682)  $                           6

Trust Growth and Income Portfolio:
 Aggregate Proceeds From Sales              $        24,274   $                      27,991
 Aggregate Cost                                      23,756                          27,729
                                            ----------------  -----------------------------
   Net Realized Gain on Investments         $           518   $                         262
- ------------------------------------------  ----------------  -----------------------------

Trust Money Market Portfolio:
- ------------------------------------------                                                 
 Aggregate Proceeds From Sales              $     4,136,159   $                   1,544,456
- ------------------------------------------  ----------------  -----------------------------
 Aggregate Cost                                   4,136,159                       1,544,456
- ------------------------------------------  ----------------  -----------------------------
   Net Realized Gain/(Loss) on Investments               --                              --
- ------------------------------------------  ----------------  -----------------------------

Trust Stock Index Portfolio:
- ------------------------------------------                                                 
 Aggregate Proceeds From Sales              $        23,308   $                     152,510
- ------------------------------------------  ----------------  -----------------------------
 Aggregate Cost                                      21,966                         151,078
- ------------------------------------------  ----------------  -----------------------------
   Net Realized Gain on Investments         $         1,342   $                       1,432
- ------------------------------------------  ----------------  -----------------------------

Trust Bond Debenture Portfolio:
- ------------------------------------------                                                 
 Aggregate Proceeds From Sales                       64,093 
- ------------------------------------------  ----------------                               
 Aggregate Cost                                      62,718   N/A
- ------------------------------------------  ----------------  -----------------------------
   Net Realized Gain on Investments         $         1,375 
- ------------------------------------------  ================                               
</TABLE>


<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

4.  GAIN/(LOSS) ON INVESTMENTS, CONTINUED:

<TABLE>

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS

                                                         For the Period From 6/19/95
                                        For the Year    (Commencement of Operations)
                                       Ended 12/31/96         Through 12/31/95
                                       ---------------  -----------------------------
<S>                                    <C>              <C>
Trust Quality Bond Portfolio:
 Aggregate Proceeds From Sales         $         9,121
 Aggregate Cost                                  9,056  N/A
                                       ---------------                               
   Net Realized Gain on Investments    $            65
                                       ===============                               

Trust Small Capital Stock Portfolio:
 Aggregate Proceeds From Sales         $         8,158
 Aggregate Cost                                  7,824  N/A
   Net Realized Gain on Investments    $           334
                                       ===============                               

Trust Large Capital Stock Portfolio:
 Aggregate Proceeds From Sales         $        39,604
 Aggregate Cost                                 36,519  N/A
   Net Realized Gain on Investments    $         3,085
                                       ===============                               

Trust Select Equity Portfolio:
 Aggregate Proceeds From Sales         $        10,599
 Aggregate Cost                                 10,134  N/A
   Net Realized Gain on Investments    $           465
                                       ===============                               

Trust International Equity Portfolio:
 Aggregate Proceeds From Sales         $         4,037
 Aggregate Cost                                  3,905  N/A
   Net Realized Gain on Investments    $           132
                                       ===============                               

Fund Growth and Income Portfolio:
 Aggregate Proceeds From Sales         $        96,408  $                     139,543
 Aggregate Cost                                 93,588                        137,300
   Net Realized Gain on Investments    $         2,820  $                       2,243
                                       ===============                               
</TABLE>



<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

4.  GAIN/(LOSS) ON INVESTMENTS, CONTINUED:
<TABLE>

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENTS

<S>                                                     <C>               <C>
                                                                          For the Period From 6/19/95
                                                        For the Year      (Commencement of Operations)
                                                        Ended 12/31/96    Through 12/31/95
                                                        ----------------  -----------------------------

Trust Quality Income Portfolio:
 End of Period                                          $           447   $                      1,806 
 Beginning of Period                                              1,806                             -- 
   Net Change in Unrealized Gain/(Loss) on Investments          ($1,359)  $                      1,806 
                                                        ================  =============================

Trust Growth and Income Portfolio:
 End of Period                                          $        37,743                        ($3,794)
 Beginning of Period                                             (3,794)                            -- 
   Net Change in Unrealized Gain/(Loss) on Investments  $        41,537                        ($3,794)
                                                        ================  =============================

Trust Money Market Portfolio:
 End of Period                                                       --                             -- 
 Beginning of Period                                                 --                             -- 
   Net Change in Unrealized Gain/(Loss) on Investments               --                             -- 


Trust Stock Index Portfolio:
 End of Period                                          $        82,185   $                      1,325 
 Beginning of Period                                              1,325                             -- 
   Net Change in Unrealized Gain on Investments         $        80,860   $                      1,325 
                                                        ================  =============================

Trust Bond Debenture Portfolio:
 End of Period                                          $         8,392 
 Beginning of Period                                                 --   N/A
   Net Change in Unrealized Gain on Investments         $         8,392 
                                                        ================                               
</TABLE>



<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

4.  GAIN/(LOSS) ON INVESTMENTS, CONTINUED:
<TABLE>

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENTS

<S>                                                     <C>               <C>
                                                                          For the Period From 6/19/95
                                                        For the Year      (Commencement of Operations)
                                                        Ended 12/31/96    Through 12/31/95
                                                        ----------------  ----------------------------
Trust Quality Bond Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $         2,313 
- ------------------------------------------------------  ----------------                              
 Beginning of Period                                                 --   N/A
- ------------------------------------------------------  ----------------  ----------------------------
   Net Change in Unrealized Gain on Investments         $         2,313 
- ------------------------------------------------------  ================                              

Trust Small Capital Stock Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $        34,020 
- ------------------------------------------------------  ----------------                              
 Beginning of Period                                                 --   N/A
- ------------------------------------------------------  ----------------  ----------------------------
   Net Change in Unrealized Gain on Investments         $        34,020 
- ------------------------------------------------------  ================                              

Trust Large Capital Stock Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $        56,856 
- ------------------------------------------------------  ----------------                              
 Beginning of Period                                                 --   N/A
- ------------------------------------------------------  ----------------  ----------------------------
   Net Change in Unrealized Gain on Investments         $        56,856 
- ------------------------------------------------------  ================                              

Trust Select Equity Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $       101,392   N/A
- ------------------------------------------------------  ----------------  ----------------------------
 Beginning of Period                                                 -- 
- ------------------------------------------------------  ----------------                              
   Net Change in Unrealized Gain on Investments         $       101,392 
- ------------------------------------------------------  ================                              

Trust International Equity Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $        66,683 
- ------------------------------------------------------  ----------------                              
 Beginning of Period                                                 --   N/A
- ------------------------------------------------------  ----------------  ----------------------------
   Net Change in Unrealized Gain on Investments         $        66,683 
- ------------------------------------------------------  ================                              

Fund Growth and Income Portfolio:
- ------------------------------------------------------                                                
 End of Period                                          $       374,769                      ($96,906)
- ------------------------------------------------------  ----------------  ----------------------------
 Beginning of Period                                            (96,906)                           -- 
- ------------------------------------------------------  ----------------  ----------------------------
   Net Change in Unrealized Gain/(Loss) on Investments  $       471,675                      ($96,906)
- ------------------------------------------------------  ================  ============================
</TABLE>



<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 1996 and
For the Period from June 19, 1995 (Commencement of Operations)
Through December 31, 1995

5.  ACCOUNT UNIT TRANSACTIONS:

The  change  in  the  number of accumulation units resulting from account unit
transactions is as follows:

                                                      COVA                    
                                                 LORD ABBETT

                                                 SERIES TRUST                 
                                         SERIES FUND, INC.

______________________________________________________________________________
    _______
<TABLE>
__
<CAPTION>

                               QUALITY   GROWTH &     MONEY     STOCK      BOND     QUALITY     SMALL       LARGE      SELECT
                               --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
                                INCOME    INCOME     MARKET     INDEX   DEBENTURE     BOND    CAP STOCK   CAP STOCK    EQUITY
                               --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
<S>                            <C>       <C>        <C>        <C>      <C>         <C>       <C>         <C>         <C>
Balances at Commencement
- -----------------------------                                                                                                 
   of Operations                     0          0          0        0           0         0           0           0         0 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
Units Sold                       1,387         --    188,325    1,057          --        --          --          --        -- 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
Units Redeemed                     (16)        (1)       (28)    (114)         --        --          --          --        -- 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
Units Transferred                7,331      7,198   (159,788)  12,441          --        --          --          --        -- 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------

Balance at December 31, 1995     8,702      7,197     28,509   13,384   N/A         N/A       N/A         N/A         N/A
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------

Units Sold                       3,762      2,136    429,882    9,129      10,897     9,984      43,638      50,898    74,928 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
Units Redeemed                  (1,485)      (596)       (10)    (805)        (31)     (152)       (288)       (649)     (830)
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------
Units Transferred                8,258     31,613   (431,287)  28,718      28,679    54,702      69,768      75,982   111,411 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------

Balances at December 31, 1996   19,237     40,350     27,094   50,426      39,545    64,534     113,118     126,231   185,509 
- -----------------------------  --------  ---------  ---------  -------  ----------  --------  ----------  ----------  --------


                                 INTL    GROWTH &
                               --------  ---------       
                                EQUITY    INCOME      TOTAL
                               --------  ---------  ----------
<S>                            <C>       <C>        <C>Balances at Commencement
- -----------------------------                                 
   of Operations                     0          0           0 
- -----------------------------  --------  ---------  ----------
Units Sold                          --     21,839     212,608 
- -----------------------------  --------  ---------  ----------
Units Redeemed                      --       (527)       (686)
- -----------------------------  --------  ---------  ----------
Units Transferred                   --    104,243     (28,575)
- -----------------------------  --------  ---------  ----------

Balance at December 31, 1995   N/A        125,555     183,347 
- -----------------------------  --------  ---------  ----------

Units Sold                      55,862     61,744     752,860 
- -----------------------------  --------  ---------  ----------
Units Redeemed                    (448)    (5,839)    (11,133)
- -----------------------------  --------  ---------  ----------
Units Transferred               68,618    193,844     240,307 
- -----------------------------  --------  ---------  ----------

Balances at December 31, 1996  124,032    375,304   1,165,381 
- -----------------------------  --------  ---------  ----------

</TABLE>



COVA FINANCIAL
LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Financial Statements

December 31, 1996, 1995 and 1994

(With Independent Auditors Report Thereon)














<PAGE>
                         INDEPENDENT AUDITORS REPORT


The Board of Directors and Shareholder
Cova Financial Life Insurance Company:


We have audited the accompanying balance sheets of Cova Financial Life
Insurance  Company  (a wholly owned subsidiary of Cova Financial Services Life
Insurance Company) as of December 31, 1996 and 1995 and the related statements
of  income, shareholders equity and cash flows for the year ended December 31,
1996 and the period from June 1, 1995 to December 31, 1995 (Successor
periods),  and  from  January  1, 1995 to May 31, 1995, and for the year ended
December  31,  1994 (Predecessor periods).  These financial statements are the
responsibility  of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain  reasonable  assurance  about whether the financial statements are free
from  material  misstatement.    An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cova Financial Life Insurance
Company  as  of  December 31, 1996 and 1995, and the results of its operations
and  its  cash  flows  for the Successor periods, in conformity with generally
accepted accounting principles.  Also, in our opinion, the aforementioned
Predecessor financial statements present fairly, in all material respects, the
results  of  its operations and its cash flows for the Predecessor periods, in
conformity with generally accepted accounting principles.






St. Louis, Missouri
March 7, 1997

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Balance Sheets

December 31, 1996 and 1995
(In thousands of dollars)
<TABLE>

<CAPTION>

             ASSETS                                                  1996     
  1995

<S>                                                     <C>       <C>
Investments:
  Debt securities available for sale at market
(cost of $71,257 in 1996 and $37,242 in 1995)           $ 71,263  $ 38,092
  Policy loans                                             1,048     1,063
  Short-term investments available for sale at market
(cost of $44 in 1996 and $988 in 1995)                        44       984

Total investments                                         72,355    40,139

Cash and cash equivalents - interest bearing               4,150     5,157
Cash - non-interest bearing                                2,485       977
Accrued investment income                                  1,122       566
Deferred policy acquisition costs                          3,321     1,164
Present value of future profits                            1,178       576
Goodwill                                                   2,034     2,306
Deferred tax asset (net)                                   1,115     1,007
Receivable from OakRe                                     92,238   127,335
Reinsurance receivables                                       51       458
Other assets                                                  44        44
Separate account assets                                   18,880     3,451

Total Assets                                            $198,973  $183,180
                                                        ========  ========
</TABLE>


                               See accompanying notes to financial statements.
                                                                   (Continued)


<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                                     Balance Sheets, Continued

                                                    December 31, 1996 and 1995
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>

LIABILITIES AND SHAREHOLDERS EQUITY                         1996        1995

<S>                                                       <C>       <C>
Policyholder deposits                                     $154,566  $154,458
Future policy benefits                                       4,561     4,369
Accounts payable and other liabilities                       1,794     1,116
Future purchase price payable to OakRe                         683     1,265
Guaranty assessments                                         1,585     1,838
Separate account liabilities                                18,880     3,451

Total Liabilities                                          182,069   166,497

Shareholders equity:
  Common stock, $233 par value. (Authorized 30,000
     shares; issued and outstanding 12,000 shares in
1996 and 1995)                                               2,800     2,800
  Additional paid-in capital                                13,523    13,523
  Retained earnings                                            580       168
  Net unrealized appreciation on securities, net of tax          1       192

Total Shareholders Equity                                   16,904    16,683

Total Liabilities and Shareholders Equity                 $198,973  $183,180
                                                          ========  ========
</TABLE>



                               See accompanying notes to financial statements.

<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                                          Statements of Income

                                 Years ended December 31, 1996, 1995, and 1994
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                THE COMPANY             PREDECESSOR
                                                            7 MONTHS       5 MONTHS
                                                                ENDED         ENDED
                                                 1996    12/31/95      5/31/95     
                                                                               1994

<S>                                            <C>      <C>      <C>       <C>
Revenues:
  Premiums                                     $  488   $  142   $    82   $ 1,335 
  Net investment income                         4,176    1,419     5,271    15,101 
  Net realized gain (loss) on sale of
    investments                                   (28)     118      (272)      318 
  Separate account charges                        134       10        --        -- 
  Other income/(expense)                           35       (7)       57       138 

Total revenues                                  4,805    1,682     5,138    16,892 

Benefits and expenses:
  Interest on policyholder deposits             2,563      788     5,034    13,361 
  Current and future policy benefits              722      115       178     1,452 
  Operating and other expenses                    570      309       814     1,384 
  Amortization of purchase intangible assets       66      157        --        -- 
  Amortization of deferred acquisition costs      187        5       522     6,979 

Total benefits and expenses                     4,108    1,374     6,548    23,176 

Income/(loss) before income taxes                 697      308    (1,410)   (6,284)

Income tax:
  Current                                         351       --      (362)      (80)
  Deferred                                        (66)     140      (201)   (2,050)

Total income tax expense/(benefit)                285      140      (563)   (2,130)

Net Income/(Loss)                              $  412   $  168   $  (847)  $(4,154)
                                               =======  =======  ========  ========
</TABLE>


                               See accompanying notes to financial statements.

<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                             Statements of Shareholders Equity

                                  Years ended December 31, 1996, 1995 and 1994
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                       THE COMPANY            PREDECESSOR
                                                            7 MONTHS     5 MONTHS
                                                             ENDED        ENDED
                                                    1996    12/31/95     5/31/95     1994

<S>                                                                       <C>      <C>       <C>       <C>
Common stock ($233 par value in 1996 and
12/31/95, $50 par value for 5 mos. ended
5/31/95, 1994 & 1993; authorized 30,000
   shares;issued and outstanding 12,000
   shares in 1996, 1995 & 1994)
  Balance at beginning of period                                          $ 2,800  $ 2,800   $   600   $   600 
  Par value adjustment                                                         --       --     2,200        __ 

Balance at end of period                                                    2,800    2,800     2,800       600 

Additional paid-in capital:
Balance at beginning of period                                             13,523   18,093    17,200     8,200 
Adjustment to reflect purchase acquisition          indicated in note 2
                                                                               --   (7,570)       --        -- 
Par value adjustment                                                           --             (2,200)
Capital contribution                                                           --    3,000     3,093     9,000 

Balance at end of period                                                   13,523   13,523    18,093    17,200 

Retained earnings:
  Balance at beginning of period                                              168      209     4,045     8,199 
 Adjustment to reflect purchase acquisition         indicated in note 2        --
                                                                                      (209)       --        -- 
  Net income/(loss)                                                           412      168      (847)   (4,154)
Adjustment due to financial reinsurance
   transaction with OakRe                                                       -             (2,989)

Balance at end of period                                                  $   580  $   168   $   209   $ 4,045 
</TABLE>


                               See accompanying notes to financial statements.
                                                                   (Continued)


<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                  Statements of Shareholders Equity, Continued

                                  Years ended December 31, 1996, 1995 and 1994
                                                     (In thousands of dollars)

<TABLE>

<CAPTION>
                                                                                  THE COMPANY            PREDECESSOR
                                                                                             7 MONTHS       5 MONTHS
                                                                                                ENDED          ENDED
                                                                           1996      12/31/95       5/31/95     1994

<S>                                                                        <C>       <C>       <C>         <C>
Net unrealized appreciation/(depreciation) of
  securities:
  Balance at beginning of period                                           $   192   $(3,789)   ($11,316)        -- 
  Adjustment to reflect purchase acquisition         indicated in note 2
                                                                                --     3,789          --         -- 
  Implementation of change in accounting for
    marketable debt and equity securities, net of
    effects of deferred taxes of $735 and
    deferred acquisition costs of $1,719                                        --        --          --   $  1,366 
Change in unrealized appreciation/(depreciation)
    of debt and equity securities                                             (840)      846      15,151    (29,570)
Change in deferred Federal income taxes                                        103      (104)     (4,053)     6,829 
Change in deferred acquisition costs
    attributable to unrealized losses/(gains)                                  (69)       --      (3,571)    10,059 
Change in present value of future profits
    attributable to unrealized losses/(gains)                                  615      (550)         --         -- 

Balance at end of period                                                         1       192      (3,789)   (11,316)

Total Shareholders Equity                                                  $16,904   $16,683   $  17,313   $ 10,529 
</TABLE>



                               See accompanying notes to financial statements.

<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                                      Statements of Cash Flows

                                  Years ended December 31, 1996, 1995 and 1994
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                     THE COMPANY              PREDECESSOR
                                                           7 MONTHS      5 MONTHS
                                                             ENDED         ENDED
                                                   1996     12/31/95      5/31/95     1994

<S>                                          <C>        <C>        <C>        <C>        <C>
Cash flows from operating activities:
  Interest and dividend receipts             $  3,676   $    934   $  7,283   $ 15,690 
  Premiums received                               509        154         90      1,357 
  Insurance and annuity benefit payments         (580)      (339)      (252)      (552)
  Operating disbursements                        (768)      (490)    (1,038)    (1,482)
  Taxes on income refunded (paid)                (341)        --      1,975       (856)
  Commissions and acquisition costs paid       (2,413)    (1,169)      (542)    (1,262)
  Other                                          (183)       360      6,299        200 

Net cash provided by/(used in) operating         (100)      (550)               13,815    13,095 
  activities

Cash flows from investing activities:
  Cash used for the purchase of investment    (42,655)   (52,399)                 (935)  (69,199)
    securities
  Proceeds from investment securities sold     10,635     14,399               151,204   115,994 
    and matured
 Investment expenses                              (90)       (57)                  (97)     (320)

Net cash provided by/(used in) investing
  activities                                 $(32,110)  $(38,057)  $150,172   $ 46,475 
                                                                              ---------          
</TABLE>

See accompanying notes to financial statements.
(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Cash Flows, Continued

Years ended December 31, 1996, 1995 and 1994
(In thousands of dollars)
<TABLE>

<CAPTION>

                                                    THE COMPANY              
PREDECESSOR
                                                            7 MONTHS      5 MONTHS
                                                              ENDED         ENDED
                                                   1996     12/31/95       5/31/95   
1994


<S>                                         <C>        <C>        <C>         <C>
Cash flows from financing activities:
  Policyholder deposits                     $ 38,348   $ 12,442   $   5,614   $ 11,796 
  Transfers from/(to) OakRe                   36,553     33,579    (171,081)        -- 
  Transfer to Separate Accounts              (13,669)    (3,312)         --         -- 
  Return of policyholder deposits            (28,521)   (26,897)    (15,531)   (43,377)
  Capital contributions received                  --      3,000       3,093      2,500 

Net cash provided by/(used in) financing
  activities                                  32,711     18,812    (177,905)   (29,081)

Increase/(decrease) in cash and cash
  equivalents                                    501    (19,795)    (13,918)    30,489 

Cash and cash equivalents at beginning of      6,134     25,929      39,847      9,358 
  period

Cash and cash equivalents at end of period  $  6,635   $  6,134   $  25,929   $ 39,847 
</TABLE>


                               See accompanying notes to financial statements.

                                                                   (Continued)

<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                           Statements of Cash Flows, Continued

                                  Years ended December 31, 1996, 1995 and 1994
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                             THE COMPANY               PREDECESSOR
                                                                     7 MONTHS       5 MONTHS
                                                                       ENDED          ENDED
                                                          1996        12/31/95        5/31/95       1994

<S>                                                                                 <C>       <C>       <C>       <C>
Reconciliation of net income/(loss) to net cash provided by operating activities:
   Net income/(loss)                                                                $   412   $   168   $  (847)  $(4,154)
   Adjustments to reconcile net income/(loss)
     to net cash provided by operating
       activities:
   Increase/(decrease)in future policy
     benefits (net of reinsurance)                                                      192      (201)      (52)      911 
   Increase/(decrease) in payables and
     accrued liabilities                                                                 95       161      (252)      126 
   Decrease/(increase) in accrued investment
     income                                                                            (556)     (525)    1,766       636 
   Amortization of intangible assets and                                                254       162       522     6,979 
     deferred acquisition costs
   Amortization and accretion of securities
     premiums and discounts                                                              73        (9)       32      (369)
   Net realized (gain)/loss on sale of
     investments                                                                         28      (118)      272      (318)
   Interest accumulated on policyholder
     deposits                                                                         2,563       788     5,034    13,361 
   Investment expenses paid                                                              90        57        97       320 
   Increase/(decrease) in current and deferred
     Federal income taxes                                                               (66)      140     1,412    (2,986)
   Recapture commissions paid to OakRe                                                 (273)     (223)       --        -- 
   Deferral of acquisition costs                                                     (2,413)   (1,169)     (542)   (1,262)
   Due to/from affiliates                                                                44        27     6,470        -- 
   Other                                                                               (543)      192       (97)     (149)

Net cash provided by operating activities                                           $  (100)  $  (550)  $13,815   $13,095 
                                                                                    ========  ========  ========  ========
</TABLE>


                               See accompanying notes to financial statements.

<PAGE>
                                         COVA FINANCIAL LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

                                                 Notes to Financial Statements

                                              December 31, 1996, 1995 and 1994

                                      (1)  NATURE OF BUSINESS AND ORGANIZATION

                                                        NATURE OF THE BUSINESS

Cova  Financial Life Insurance Company (the Company), formerly Xerox Financial
Life  Insurance Company (the Predecessor), markets and services single premium
deferred annuities, immediate annuities, variable annuities, and single
premium whole-life insurance policies.  The Company is licensed to do business
in the state of California.  Most of the policies issued present no
significant  mortality nor longevity risk to the Company, but rather represent
investment  deposits  by  the  policyholders.  Life insurance policies provide
policy  beneficiaries  with  mortality benefits amounting to a multiple, which
declines with age, of the original premium.

Under  the deferred annuity contracts, interest rates credited to policyholder
deposits  are guaranteed by the Company for periods from one to ten years, but
in no case may renewal rates be less than 3%.  The Company may assess
surrender  fees  against  amounts withdrawn prior to scheduled rate reset  and
adjust  account  values  based on current crediting rates.  Policyholders also
may incur certain Federal income tax penalties on withdrawals.

Although the Company markets its products through numerous distributors,
including regional brokerage firms, national brokerage firms and banks,
approximately  81%,  71%  and  47% of the Companys sales have been through two
specific  brokerage firms, A.G. Edwards & Sons, Incorporated, and Edward Jones
& Company, Incorporated, in 1996, 1995 and 1994, respectively.

     ORGANIZATION

The Company is a wholly owned subsidiary of Cova Financial Services Life
Insurance Company (CFSLIC).  On December 31, 1996, Cova Corporation, an
insurance holding company wholly owned by General American Life Insurance
Company  (GALIC), transferred 100% of the outstanding shares of the Company to
CFSLIC,  an  affiliated  life  insurer domiciled in Missouri.  The transfer of
direct ownership had no effect on the operations of the Company as both CFSLIC
and  the  Company had existed under common management and control prior to the
transfer.

Prior to June 1, 1995 Xerox Financial Services , Inc. (XFSI) owned 100% of the
shares of the Predecessor.  XFSI is a wholly owned subsidiary of Xerox
Corporation.

On  June  1,  1995  XFSI sold 100% of the issued and outstanding shares of the
Predecessor    to Cova Corporation in exchange for approximately $13.3 million
in cash and $1.1 million in future payables. In conjunction with this
Agreement, the Predecessor also entered into a financing reinsurance
transaction  that  caused OakRe Life Insurance Company(OakRe), an affiliate of
the Predecessor, to assume the economic benefits and risks of the single
premium deferred annuity deposits (SPDAs) which had an aggregate carrying
value at June 1, 1995 of $159.0 million. In exchange, the Predecessor
transferred  specifically  identified  assets  to OakRe with a market value at
June 1, 1995 of $162.0 million. Ownership of OakRe was retained by XFSI
subsequent to the sale of the Predecessor and other affiliates.  The
Receivable from OakRe to the Company that was created by this transaction will
be  liquidated  over the remaining crediting rate guaranty periods (which will
be substantially expired by the year 2000) by the transfer of cash in the
amount  of  the then current account value, less a recapture commission fee to
OakRe  on policies retained beyond their 30-day no-fee surrender window by the
Company,  upon the next crediting rate reset date of each annuity policy.  The
Company  may  then reinvest that cash for those policies that are retained and
thereafter assume the benefits and risks of those deposits.

In  the  event that both OakRe and XFSI default on the receivable, the Company
may draw funds from a standby bank irrevocable letter of credit established by
XFSI  in  the  amount  of $500 million.  No funds were drawn on this letter of
credit during the periods ending December 31, 1996 and 1995.

(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

In  substance, terms of the agreement have allowed the seller, XFSI, to retain
substantially all of the existing financial benefits and risks of the existing
business,  while  the  purchaser,  GALIC, obtained the corporate operating and
product  licenses,  marketing  and administrative capabilities of the Company,
and  access  to  the  retention of the policyholder deposit base that persists
beyond the next crediting rate reset date.



(2)  CHANGE IN ACCOUNTING

Upon  closing  of  the  sale, the Company restated its financial statements in
accordance with "push down purchase accounting", which allocates the net
purchase  price  of $13.3 million according to the fair values of the acquired
assets and liabilities, including the estimated present value of future
profits.    These  allocated  values were dependent upon policies in force and
market  conditions at the time of closing, however, these allocations were not
finalized until 1996.  The table below summarizes the final allocation of
purchase price.
<TABLE>

<CAPTION>
                   (In Millions)

<S>                                <C>
Assets acquired:
  Policy loans                     $    0.9
  Cash and cash equivalents            25.9
  Short term investment                 0.1
  Present value of future profits       1.1
  Goodwill                              2.2
  Deferred tax benefit                  1.5
  Reinsurance receivable              156.3
  Other assets                          0.1
                                   --------
                                   $  188.1
Liabilities assumed:
  Policyholder deposits            $  168.7
  Future policy benefits                4.5
  Future purchase price payable         1.1
  Deferred income taxes                 0.2
  Other liabilities                     0.3
                                   $  174.8
                                   --------
 Adjusted purchase price           $   13.3
                                   ========
</TABLE>


In addition to revaluing all material tangible assets and liabilities to their
respective  estimated  market  values  as of the closing date of the sale, the
Company also recorded in its financial statements the excess of cost over fair
value of net assets acquired (goodwill) as well as the present value of future
profits to be derived from the purchased and reinsured business. These amounts
were determined in accordance with the purchase method of accounting. This new
basis of accounting resulted in a reduction in shareholders equity of
approximately  $4.0  million  in  1995 reflecting the application of push down
purchase  accounting.  The Companys financial statements subsequent to June 1,
1995 reflect this new basis of accounting.

(Continued)


<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

All  amounts for periods ended before June 1, 1995 are labeled Predecessor and
are  based  on  Predecessor  historical costs.  The periods ending on or after
such  date  are labeled The Company and are based on the new cost basis of the
Company or fair values at June 1, 1995 and the subsequent results of
operations.

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     INVESTMENTS

Investments in all debt securities and short term investments and those equity
securities  with readily determinable market values are classified into one of
three categories: held-to-maturity, trading, or available-for-sale.
Classification  of  investments  is  based on management's current intent. All
debt  securities and short term investments at December 31, 1996 and 1995 were
classified as available-for-sale. Securities available-for-sale are carried at
market  value, with unrealized holding gains and losses reported as a separate
component  of  shareholders  equity, net of deferred effects of income tax and
related effects on deferred acquisition costs and present value of future
profits.

Amortization  of  the discount or premium from the purchase of mortgage-backed
bonds   is recognized using a level-yield method which considers the estimated
timing  and  amount  of  prepayments of the underlying mortgage loans.  Actual
prepayment experience is periodically reviewed and effective yields are
recalculated when differences arise between the prepayments previously
anticipated  and  the  actual prepayments received and currently anticipated. 
When  such a difference occurs, the net investment in the mortgage-backed bond
is  adjusted to the amount that would have existed had the new effective yield
been applied since the acquisition of the bond, with a corresponding charge or
credit to interest income (the "retrospective method").

Investment  income is recorded when earned.  Realized capital gains and losses
on  the  sale  of investments are determined on the basis of specific costs of
investments and are credited or charged to income.

A realized loss is recognized and charged against income if the Company's
carrying  value  in a particular investment in the available-for-sale category
has  experienced  a  significant  decline in market value that is deemed to be
other than temporary.

     CASH AND CASH EQUIVALENTS

Cash  and  cash  equivalents include currency and demand deposits in banks, US
Treasury  bills,  money  market accounts, and commercial paper with maturities
under 90 days, which are not otherwise restricted.

     SEPARATE ACCOUNT ASSETS

Separate accounts contain segregated assets of the Company that are
specifically assigned to variable annuity policyholders in the separate
accounts and are not available to other creditors of the Company.  The
earnings of separate account investments are also assigned to the
policyholders in the separate accounts, and are not guaranteed or supported by
the other general investments of the Company.  The Company earns mortality and
expense  risk  fees from the separate accounts and assesses withdrawal charges
in  the  event  of  early withdrawals.  Separate accounts assets are valued at
fair market value.

(Continued)



<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

     DEFERRED POLICY ACQUISITION COSTS

The  costs  of acquiring new business which vary with and are directly related
to  the  production  of  new business, principally commissions, premium taxes,
sales costs, and certain policy issuance and underwriting costs, are deferred.
  These  deferred  costs are amortized in proportion to estimated future gross
profits  derived from investment income, realized gains and losses on sales of
securities, unrealized securities gains and losses, interest credited to
accounts,  surrender  fees, mortality costs, and policy maintenance expenses. 
The estimated gross profit streams are periodically reevaluated and the
unamortized  balance  of  deferred acquisition costs is adjusted to the amount
that  would  have existed had the actual experience and revised estimates been
known and applied from the inception of the policies and contracts.  The
amortization and adjustments resulting from unrealized gains and losses is not
recognized  currently  in  income but as an offset to the unrealized gains and
losses reflected as a separate component of equity.

The components of deferred policy acquistion costs are shown below:
<TABLE>

<CAPTION>
                                             THE COMPANY                
PREDECESSOR
                                                      7 MONTHS     5 MONTHS
                                                        ENDED        ENDED
(In thousands)                             1996       12/31/95      5/31/95   
    1994

<S>                                  <C>      <C>       <C>       <C>
Deferred policy acquisition costs,
  beginning of period                $1,164   $ 6,167   $ 9,718   $ 7,095 
Effects of push down purchase
  accounting                             --    (6,167)       --        -- 
Commissions and expenses deferred     2,413     1,169       542     1,262 
Amortization                           (187)       (5)     (522)   (6,979)
Deferred policy acquisition costs
  attributable to unrealized
    gains/(losses)                      (69)       --    (3,571)    8,340 
Deferred policy acquistion costs,
  end of period                      $3,321   $ 1,164   $ 6,167   $ 9,718 
                                     =======  ========                    
</TABLE>


     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

In accordance with the purchase method of accounting for business
combinations,  two  intangible  assets and a future payable related to accrued
purchase price consideration were established as of the purchase date:

     PRESENT VALUE OF FUTURE PROFITS

As of June 1, 1995 the Company established an intangible asset which
represents  the  present  value  of future profits to be derived from both the
purchased  and transferred blocks of business. Certain estimates were utilized
in the computation of this asset including estimates of future policy
retention,  investment  income,  interest credited to policyholders, surrender
fees,  mortality  costs,  and policy maintenance costs discounted at a pre-tax
rate of 18% (12% net after-tax).

In addition, as the Company has the option of retaining its SPDA policies
after  they  reach their next interest rate reset date and are recaptured from
OakRe,  a  component  of  this asset represents estimates of future profits on
recaptured  business.  This asset will be amortized in proportion to estimated
future gross profits derived from investment income, realized gains and losses
on sales of securities, unrealized securities gains and losses, interest
credited to accounts, surrender fees, mortality costs, and policy maintenance

(continued)


<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

expenses.  The estimated gross profit streams are periodically reevaluated and
the unamortized balance of present value of future profits will be adjusted to
the amount that would have existed had the actual experience and revised
estimates  been  known  and  applied from the inception.  The amortization and
adjustments resulting from unrealized gains and losses is not recognized
currently in income but as an offset to the unrealized gains and losses
reflected  as  a separate component of equity.  The amortization period is the
remaining  life of the policies, which is approximately 20 years from the date
of original policy issue.

Based on current assumptions, amortization of the original in-force PVFP
asset,  expressed as a percentage of the original in-force asset, is projected
to  be  8.4%,  6.2%, 4.8%, 4.0% and 3.4% for the years ended December 31, 1997
through  2001,  respectively.  Actual amortization incurred during these years
may be more or less as assumptions are modified to incorporate actual results.

During  1996, the Company adjusted its original purchase accounting to include
a  revised estimate of the ultimate renewal (recapture) rate.  This adjustment
resulted in a re-allocation of the net purchased intangible asset between
present value of future profits, goodwill, future payable and deferred taxes. 
This final allocation and the resulting impact on inception to date
amortization  was  recorded,  in its entirety, in 1996.  No restatement of the
June 1, 1995 opening Balance Sheet was made.

The components of present value of future profits are shown below:

<TABLE>

<CAPTION>
                                                                The Company
                                                                       7
Months
                                                                        Ended
(In Thousands)                                                1996    
12/31/95

<S>                                                       <C>      <C>
Present value of future profits - beginning of period     $  576   $1,233 
Interest added                                                74       56 
Gross amortization                                             4     (163)
Adjustment due to revised push down purchase accounting      (91)      -- 
Present value of future profit attributable to
  unrealized losses/(gains)                                  615     (550)
                                                          -------  -------
Present value of future profits - end of period           $1,178   $  576 
</TABLE>


     FUTURE PAYABLE

Pursuant  to  the  financial  reinsurance agreement, the receivable from OakRe
becomes  due in installments when the SPDA policies reach their next crediting
rate reset date.  For any recaptured policies that continue in force with
OakRe  into  the  next  guarantee period, the Company will pay a commission to
OakRe  of  1.75%  up  to 40% of policy account values originally reinsured and
3.5% thereafter. On policies that are recaptured and subsequently exchanged to
a variable annuity policy, the Company will pay commission to OakRe of 0.50%. 
The Company has recorded a future payable that represents the present value of
the anticipated future commission payments payable to OakRe over the remaining
life of the financial reinsurance agreement discounted at an estimated
borrowing  rate of 6.5%. This liability represents a contingent purchase price
payable  for  the  policies  transferred to OakRe on the purchase date and has
been  pushed down to the Company through the financial reinsurance agreement. 
The  Company  expects  that this payable will be substantially extinguished by
the year 2000.

(Continued)



<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The components of this future payable are shown below:

<TABLE>

<CAPTION>
                                                                The Company
                                                                       7
Months
                                                                        Ended
(In Thousands)                                                1996    
12/31/95

<S>                                                      <C>      <C>
Future payable - beginning of period                     $1,265   $1,438 
Interest added                                               39       50 
Payments to OakRe                                          (273)    (223)
Adjustment due to revised push down purchase accounting    (348)      -- 
Future payable - end of period                           $  683   $1,265 
                                                         =======  =======
</TABLE>


     GOODWILL

Under the push down method of purchase accounting, the excess of purchase
price  over  the  fair value of tangible and intangible assets and liabilities
acquired  is established as an asset and referred to as Goodwill.  The Company
has  elected  to  amortize  goodwill on the straight line basis over a 20 year
period.

The components of Goodwill are shown below:
<TABLE>

<CAPTION>

<S>                                                       <C>                   <C>
(In Thousands)                                                   The Company
                                                          --------------------                  
                                                                                 7 Months Ended 
                                                                         1996          12/31/95 
                                                                                ----------------
Goodwill - beginning of period                            $             2,306   $         2,375 
Amortization                                                             (105)              (69)
Adjustment due to revised push down purchase accounting
                                                                         (167)               -- 

Goodwill - end of period                                  $             2,034   $         2,306 
</TABLE>

     DEFERRED TAX ASSETS AND LIABILITIES

XFSI and GALIC agreed to file an election to treat the acquisition of the
Company as an asset acquisition under the provisions of Internal Revenue Code
Section 338(h)(10).  As a result of that election, the tax basis of the
Companys assets as of the date of acquisition were revalued based upon fair
market values as of June 1, 1995.  The principal effect of the election was to
establish a tax asset on the tax-basis balance sheet of approximately $2.9
million for the value of the business acquired that is amortizable for tax
purposes over ten to fifteen years.

     POLICYHOLDER DEPOSITS

The Company recognizes its liability for policy amounts that are not subject
to policyholder mortality nor longevity risk at the stated contract value,
which is the sum of the original deposit and accumulated interest, less any
withdrawals.  The average weighted interest crediting rate on the Companys
policyholder deposits as of December 31, 1996 was 5.77%.

(Continued)

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

     FUTURE POLICY BENEFITS

Reserves are held for future annuity benefits that subject the Company to
risks to make payments contingent upon the continued survival of an individual
or couple (longevity risk).  These reserves are valued at the present value of
estimated future benefits discounted for interest, expenses, and mortality. 
The assumed mortality is the 1983 Individual Annuity Mortality Tables
discounted at 5.50% to 8.50%, depending upon year of issue.

Current mortality benefits payable are recorded for reported claims and
estimates of amounts incurred but not reported.

     PREMIUM REVENUE

The Company recognizes premium revenue at the time of issue on annuity
policies that subject it to longevity risks.

The Company currently assesses no explicit life insurance premium for its
commitment to make payments in excess of its recorded liability that are
contingent upon policyholder mortality.  Benefits paid in excess of the
recorded liability are recognized when incurred as the amounts are not
material to the financial statements.

Amounts collected on policies not subject to any mortality or longevity risk
are recorded as increases in the policyholder deposits liability.

     FEDERAL INCOME TAXES

Prior to June 1,1995 the revenues and expenses of the Predecessor were
included in a consolidated Federal income tax return with its parent company
and other affiliates.  Allocations of Federal income taxes were based upon
separate return calculations.

Subsequent to June 1, 1995 the Company files its own separate income tax
return, independent from its ultimate parent, GALIC.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amount of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.  The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income to the period that includes
the enactment date.

     RISKS AND UNCERTAINTIES

In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
date of the balance sheet and revenues and expenses for the period.  Actual
results could differ significantly from those estimates.

The following elements of the financial statements are most affected by the
use of estimates and assumptions:

     -   Investment market valuation
     -   Amortization of deferred policy acquisition costs
     -   Amortization of present value of future profits
            -   Recoverability of Goodwill

(Continued)


<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The market value of the Company's investments is subject to the risk that
interest rates will change and cause a temporary increase or decrease in the
liquidation value of debt securities.  To the extent that fluctuations in
interest rates cause the cash flows of assets and liabilities to change, the
Company might have to liquidate assets prior to their maturity and recognize a
gain or loss.  Interest rate exposure for the investment portfolio is managed
through asset/liability management techniques which attempt to control the
risks presented by differences in the probable cash flows and reinvestment of
assets with the timing of crediting rate changes in the Company's policies and
contracts.  Changes in the estimated prepayments of mortgage-backed securities
also may cause retrospective changes in the amortization period of securities
and the related recognition of income.

The amortization of deferred acquisition costs is based on estimates of
long-term future gross profits from existing policies.  These gross profits
are dependent upon policy retention and lapses, the spread between investment
earnings and crediting rates, and the level of maintenance expenses. Changes
in circumstances or estimates may cause retrospective adjustment to the
periodic amortization expense and the carrying value of the deferred expense.

In a similar manner, the amortization of present value of future profits is
based on estimates of long-term future profits from existing and recaptured
policies.  These gross profits are dependent upon policy retention and lapses,
the spread between investment earnings and crediting rates, and the level of
maintenance expenses.  Changes in circumstances or estimates may cause
retrospective adjustment to the periodic amortization expense and the carrying
value of the asset.

In accordance with Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long Lived Assets and for Long Lived Assets
to be Disposed of (SFAS #121), which was adopted by the Company in the fourth
quarter of 1995, the Company has considered the recoverability of Goodwill and
has concluded that no circumstances have occurred which would give rise to
impairment of Goodwill for the period ending December 31, 1996.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standard No. 107, "Disclosures About Fair
Value of Financial Instruments" (SFAS #107) applies fair value disclosure
practices with regard to financial instruments, both assets and liabilities,
for which it is practical to estimate fair value.  In cases where quoted
market prices are not readily available, fair values are based on estimates
that use present value or other valuation techniques.

These techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows.  Although fair value
estimates are calculated using assumptions that management believes are
appropriate, changes in assumptions could cause these estimates to vary
materially.  In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, might
not be realized in the immediate settlement of the instruments.  SFAS #107
excludes certain financial instruments and all nonfinancial instruments from
its disclosure requirements.  Because of this, and further because a value of
a business is also based upon its anticipated earning power, the aggregate
fair value amounts presented do not represent the underlying value of the
Company.

The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

     CASH AND CASH EQUIVALENTS, SHORT-TERM INVESTMENTS
     AND ACCRUED INVESTMENT INCOME:

The carrying values amounts reported in the balance sheets for these
instruments approximate their fair values.  Short-term debt securities are
considered "available for sale" and are carried at fair value.

(Continued)



<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

Fair values for debt securities are based on quoted market prices, where
available.  For debt securities not actively traded, fair value estimates are
obtained from independent pricing services.  In some cases, such as private
placements and certain mortgage-backed securities, fair values are estimated
by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the investments.  (See
note 4 for fair value disclosures).

     INVESTMENT CONTRACTS:

The Company's policy contracts require the beneficiaries to commence receipt
of payments by the later of age 85 or 10 years after purchase, and
substantially all permit earlier surrenders, generally subject to fees and
adjustments.  Fair values for the Company's liabilities for investment type
contracts (Policyholder Deposits) are estimated as the amount payable on
demand.  As of December 31, 1996 and 1995 the cash surrender value of
policyholder funds on deposit were $537,442 and $104,571, respectively, less
than their stated carrying value.  Of the contracts permitting surrender, 90%
provide the option to surrender without fee or adjustment during the 30 days
following reset of guaranteed crediting rates.  The Company has not determined
a practical method to determine the present value of this option.

All of the Company's deposit obligations are fully guaranteed by the acquirer,
GALIC, and the receivable from OakRe equal to the SPDA obligations is
guaranteed by OakRe's parent, XFSI.

     REINSURANCE

The impact of reinsurance on the December 31, 1996 financial statements is not
considered material.

The financing reinsurance agreement entered into with OakRe does not meet the
conditions for reinsurance accounting under Generally Accepted Accounting
Principles (GAAP).  The net assets initially transferred to OakRe were
established as a receivable and then are subsequently increased as interest is
accrued on the underlying liabilities and decreased as funds are transferred
back to the Company when policies reach their crediting rate reset date or
benefits are claimed.

     OTHER

Certain 1994 and 1995 amounts have been reclassified to conform to the 1996
presentation.

(4)  INVESTMENTS

The Company's investments in debt securities and short term investments are
considered available for sale and carried at estimated fair value, with the
aggregate unrealized appreciation or depreciation being recorded as a separate
component of shareholders equity. The carrying value and amortized cost of
investments at December 31, 1996 and 1995 were as follows:

(Continued)



<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

<TABLE>

<CAPTION>
                                                           1996
                                                        GROSS      GROSS  
ESTIMATED
                                          CARRYING   UNREALIZED  UNREALIZED  
FAIR     AMORTIZED
                                            VALUE      GAINS      LOSSES    
VALUE       COST                                                  (in
thousands of dollars)

<S>                                    <C>      <C>   <C>     <C>      <C>
Debt Securities:
  US. Government Treasuries            $   101  $  1  $  --   $   101  $   100
  Collateralized mortgage obligations   20,143    81   (119)   20,143   20,181
  Corporate, state, municipalities,
    and political subdivisions          51,019   433   (390)   51,019   50,976

Total debt securities                   71,263   515   (509)   71,263   71,257

Policy loans                             1,048    --     --     1,048    1,048
Short term investments                      44    --     --        44       44

Total investments                      $72,355  $515  $(509)  $72,355  $72,349
</TABLE>

<TABLE>

<CAPTION>
                                                               1995
                                                        GROSS      GROSS   
ESTIMATED
                                           CARRYING   UNREALIZED UNREALIZED  
FAIR     AMORTIZED
                                             VALUE      GAINS      LOSSES    
VALUE      COST
                                                    (in thousands of dollars)

<S>                                      <C>      <C>   <C>    <C>      <C>
Debt Securities:
  US. Government Treasuries              $   104  $  3  $ --   $   104  $   101
  Collateralized mortgage obligations     13,377   237  $(14)   13,377   13,154
  Corporate, state, municipalities, and
    political subdivisions                24,611   624    --    24,611   23,987

Total debt securities                     38,092   864   (14)   38,092   37,242

Policy loans                               1,063    --    --     1,063    1,063
Short term investments                       984     0    (4)      984      988

Total investments                        $40,139  $864  $(18)  $40,139  $39,293
                                         =======  ====  =====  =======  =======
</TABLE>



(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The amortized cost and estimated market value of debt securities at December
31, 1996, by contractual maturity, are shown below.  Expected maturities will
differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties. 
Maturities of mortgage-backed securities will be substantially shorter than
their contractual maturity because they require monthly principal installments
and mortgagees may prepay principal.
<TABLE>

<CAPTION>
                                                    1996
                                                        ESTIMATED
                                           AMORTIZED      MARKET
                                              COST         VALUE

<S>                                      <C>      <C>
(in thousands of dollars)
Due after one year through five years    $20,531  $20,572
Due after five years through ten years    28,019   28,010
Due after ten years                        2,527    2,538
Mortgage-backed securities                20,180   20,143
Total                                    $71,257  $71,263
<FN>

At December 31, 1996, approximately 95.3% of the Company's debt securities are
investment grade or are non-rated but considered to be of investment grade. 
Of the 4.7% non-investment grade debt securities, all are rated as BB+ or its
equivalent.

All debt securities were income producing during the years ended December 31,
1996 and 1995.  As of December 31, 1996 and 1995 the Company had no impaired
investments.
</TABLE>


(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The  components  of net investment income, realized capital gains/(losses) and
unrealized gains/(losses)were as follows:
<TABLE>

<CAPTION>
                                                              THE COMPANY           
PREDECESSOR
                                                                 7 MONTHS     5
MONTHS
                                                                   ENDED       
ENDED
                                                         1996    12/31/95     
5/31/95     1994
                                                            (in thousands of
dollars)

<S>                                           <C>      <C>      <C>        <C>
Income on debt securities                     $3,926   $1,166   $  4,075   $ 15,013 
Income on short-term investments                 243      257      1,261        349 
Income on policy loans                            86       46         29         57 
Miscellaneous interest                             8       --         --          4 

Total investment income                        4,263    1,469      5,365     15,423 
Investment expenses                              (87)     (50)       (94)      (322)

Net investment income                          4,176    1,419      5,271     15,101 

Realized capital gains/(losses) were as
 follows:
  Debt securities                                (28)     118       (272)       320 
  Short-term investments                          --       --         --         (2)

Net realized gains/(losses) on
  investments                                 $  (28)  $  118   $   (272)  $    318 
                                                       =======  =========  =========

Unrealized gains/(losses) were as follows:
  Debt securities                                  6   $  850   $(10,594)  $(25,749)
  Short-term investments                          --       (4)         1         (1)
  Effects on deferred acquisition costs
    amortization                                 (69)      --      4,767      8,340 
  Effects on present value of future
    profits amortization                          65     (550)        --         -- 
Unrealized gains/(losses) before income tax        2      296     (5,826)   (17,410)
Unrealized income tax benefit/(expense)           (1)    (104)     2,037      6,094 

Net unrealized gains (losses) on
   investments                                $    1   $  192   $ (3,789)  $(11,316)
</TABLE>


Proceeds from sales, redemptions and paydowns of investments in debt
securities  during  1996  were  $10,635,608.  Gross gains of $16,757 and gross
losses of $44,311 were realized on those sales. Included in these amounts were
$1,355 of gross gains realized on the sale of non-investment grade securities.

Proceeds from sales, redemptions and paydowns of investments in debt
securities for the Company during 1995 were $14,400,247 and for the
Predecessor  were  $148,796,033.   Gross gains of $136,104 and gross losses of
$17,789  were  realized by the Company on its sales.  The Predecessor realized
gross gains of $23,293 and gross losses of $295,368 on its sales.

Proceeds from sales, redemptions and paydowns of investments in debt
securities during 1994 were $115,993,655.  Gross gains of $1,671,736 and gross
losses of $1,351,406 were realized on those sales.

(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

Unrealized  appreciation/(depreciation)  of debt securities for the Company in
1996 and 1995, and the Predecessor in 1995 and 1994 were $(844,000), $850,000,
$15,152,000, and $(29,644,000), respectively. Unrealized appreciation/
(depreciation) of debt securities is calculated as the change between the cost
and market values of debt securities for the years then ended.

(5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS EQUITY

As  of  December 31, 1996 the Company held the following individual securities
which exceeded 10% of Shareholders equity:
<TABLE>

<CAPTION>

<S>              <C>
Long-term Debt   Carrying
Securities       Value
- ---------------  ----------
Colonial Realty  $2,036,540
</TABLE>

As  of  December 31, 1995 the Company held the following individual securities
which exceeded 10% of Shareholders equity:
<TABLE>

<CAPTION>

<S>                      <C>
Long-term Debt           Carrying
Securities               Value
- -----------------------  ----------
North American Mortgage  $1,954,398
</TABLE>

(6)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

The  Company  has no direct employees and no retired employees.  All personnel
used to support the operations of the Company are supplied by contract by Cova
Life Management Company (CLMC), a wholly owned subsidiary of Cova Corporation.
  The Company is allocated a portion of certain health care and life insurance
benefits  for future retired employees of CLMC.  In 1996 and 1995, the Company
was  allocated a portion of benefit costs including severance pay, accumulated
vacations,  and disability benefits.  At December 31, 1996 CLMC had no retired
employees nor any employees fully eligible for retirement and had no
disbursements  for  such  benefit commitments.  The expense arising from these
obligations is not material.

(7)  INCOME TAXES

The Company files its own Federal Income Tax return.  Amounts payable or
recoverable related to periods before June 1, 1995 are subject to an
indemnification  agreement with XFSI, which has the effect that the Company is
not  at  risk for any income taxes nor entitled to recoveries related to those
periods.

Income taxes are recorded in the statements of earnings and directly in
certain  shareholders  equity  accounts.  Income tax expense (benefit) for the
years ended December 31 was allocated as follows:


<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

<TABLE>

<CAPTION>
                                                     THE COMPANY          
PREDECESSOR
                                                           7 MONTHS    5 MONTHS
                                                             ENDED      ENDED
                                                     1996   12/31/95   5/31/95 
    1994
                                                          (In thousands of
dollars)

<S>                                            <C>     <C>    <C>      <C>
Statements of income:
  Operating income (excluded realized
    investment gains and losses)               $ 295   $194   $ (561)  $(2,241)
  Realized investment gains/(losses)             (10)   (54)      (2)      111 
  Income tax expense/(benefit) included
    in the statements of income                  285    140     (563)   (2,130)
Shareholders equity:
  Unrealized gains/(losses) on securities
    available for sale and intangible assets    (103)   104    4,053    (6,829)
Total income tax expense/(benefit)             $ 182   $244   $3,490   $(8,959)
</TABLE>




The  actual  Federal income tax expense differed from the expected tax expense
computed  by applying the US. Federal statutory rate to income before taxes on
income as follows:
<TABLE>

<CAPTION>
                                           THE COMPANY                     THE PREDECESSOR
                                                      1995              1995
                                       1996            7 MONTHS          5 MONTHS          
1994
                                                     (in thousands of dollars)

<S>                                <C>   <C>    <C>   <C>    <C>     <C>    <C>       <C>
Computed expected tax expense      $244  35.0%  $108  35.0%  $(494)  35.0%  $(2,200)  35.0%
Tax-exempt bond interest             --    --     --    --     (70)   5.0        --     -- 
Amortization of intangible assets    37   5.3     25   8.2      --     --        --     -- 
Other                                 4    .6      7   2.3       1    (.1)       70   (1.0)

Total                              $285  40.9%  $140  45.5%  $(563)  39.9%  $(2,130)  34.0%
                                                ====  =====  ======  =====  ========  =====
</TABLE>


(Continued)

<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The tax effect of temporary differences that give rise to significant portions
of  the  deferred tax assets and deferred tax liabilities at December 31, 1996
and 1995 follows:
<TABLE>

<CAPTION>
                                                  1996         1995
                                              (in thousands of dollars)

<S>                                       <C>     <C>
Deferred tax assets:
Tax basis of intangible assets purchased  $  733  $1,009
Liability for commission on recapture        239     443
Policy reserves                              972     143
DAC Proxy Tax                                556     277
Other Deferred tax assets                      6      81

Total assets                              $2,506  $1,953

Deferred tax liabilities:
Unrealized gains in investments           $    1  $  104
PVFP                                         219     377
Deferred acquisition costs                 1,162     407
Other deferred tax liabilities                 9      58

Total liabilities                          1,391     946

Net deferred tax asset                    $1,115  $1,007
                                                  ======
</TABLE>


A  valuation  allowance  is provided when it is more likely than not that some
portion  of the deferred tax assets will not be realized.  Management believes
the deferred tax assets will be fully realized in the future based upon
consideration  of  the reversal of existing temporary differences, anticipated
future  earnings, and all other available evidence.  Accordingly, no valuation
allowance is established.

(8)  RELATED-PARTY TRANSACTIONS

The  Company  has entered into management, operations and servicing agreements
with both affiliated and unaffiliated companies.  The affiliated companies are
Cova Life Management Company (CLMC), a Delaware corporate, which provides
management  services  and the employees necessary to conduct the activities of
the Company, and General American Investment Management Company, which
provides  investment  advice.    Additionally, a portion of overhead and other
corporate  expenses are allocated by the Companys ultimate parent, GALIC.  The
unaffiliated  companies  are  Johnson & Higgins, a New Jersey corporation, and
Johnson & Higgins/Kirke Van Orsdel, Inc., a Delaware corporation, which
provide  various  services  for the Company including underwriting, claims and
administrative  functions.   The affiliated and unaffiliated service providers
are  reimbursed  for  the  cost of their services and are paid a service fee. 
Expenses and fees paid to affiliated companies in 1996 and the seven months of
1995 for the Company were $303,694 and $375,764, respectively, and by the
Predecessor in 1995 and 1994 were $334,979 and $674,136 respectively.

(9)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

Generally  accepted  accounting  principles  (GAAP) differ in certain respects
from  the accounting practices prescribed or permitted by insurance regulatory
authorities (statutory accounting principles).

(Continued)

<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

The major differences arise principally from the immediate expense recognition
of  policy  acquisition  costs  and intangible assets for statutory reporting,
determination of policy reserves based on different discount rates and
methods, the recognition of deferred taxes under GAAP reporting, the
non-recognition of financial reinsurance for GAAP reporting, and the
establishment of an Asset Valuation Reserve as a contingent liability based on
the credit quality of the Company's investment securities and an Interest
Maintenance  Reserve  as an unearned liability to defer the realized gains and
losses of fixed income investments presumably resulting from changes to
interest  rates  and  amortize them into income over the remaining life of the
investment  sold.  In  addition,  SFAS #115 adjustments to record the carrying
values  of debt securities and certain equity securities at market are applied
only under GAAP reporting and capital contributions in the form of notes
receivable from an affiliated company are not recognized under GAAP reporting.

Purchase  accounting creates another difference as it requires the restatement
of GAAP assets and liabilities to their established fair values, and
shareholders  equity to the net purchase price.  Statutory accounting does not
recognize the purchase method of accounting.

As  of  December 31, the differences between statutory capital and surplus and
shareholder's equity determined in conformity with generally accepted
accounting principles (GAAP) were as follows:
<TABLE>

<CAPTION>
                                                   1996       1995
                                            (in thousands of dollars)

<S>                                           <C>       <C>
Statutory Capital and Surplus                 $11,176   $11,457 
Reconciling items:
  Statutory Asset Valuation Reserves              825       700 
  Interest Maintenance Reserve                     34        69 
  GAAP investment adjustments to fair value         6       846 
  Deferred policy acquisition costs             3,321     1,164 
  GAAP basis policy reserves                   (2,101)     (215)
  Deferred federal income taxes (net)           1,115     1,007 
  Goodwill                                      2,034     2,306 
  Present value of future profits               1,178       576 
  Future purchase price payable                  (683)   (1,265)
  Other                                            (1)       38 

GAAP Shareholders Equity                      $16,904   $16,683 
                                                        ========
</TABLE>

Statutory  net  income  (loss) for the years ended December 31, 1996, 1995 and
1994 were $(113,236), $(2,404,316) and $(13,042,271) respectively.

The maximum amount of dividends which can be paid by State of California
insurance  companies  to  shareholders without prior approval of the insurance
commissioner  is the greater of 10% of statutory surplus or statutory net gain
from  operations  for  the  preceding year.  Accordingly, the maximum dividend
permissible during 1997 will be $837,581.

The National Association of Insurance Commissioners has developed certain Risk
Based  Capital  (RBC) requirements for life insurers.  If prescribed levels of
RBC  are  not  maintained,  certain actions may be required on the part of the
Company  or its regulators.  At December 31, 1996 the Company's Total Adjusted
Capital  and  Authorized  Control Level - RBC were, $12,001,030 and $1,360,234
respectively.  This level of adjusted capital satisfies regulatory
requirements.




<PAGE>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

(10)  GUARANTY FUND ASSESSMENTS

The Company participates with all life insurance companies licensed in
California  in an association formed to guarantee benefits to policyholders of
insolvent  life  insurance companies.  Under the state law, as a condition for
maintaining the Companys authority to issue new business, the Company is
contingently liable for its share of claims covered by the guaranty
association  for insolvencies incurred through 1996, but for which assessments
have  not  yet  been  determined nor assessed, to a maximum generally of 1% of
statutory premiums per annum.

At  December  31,  1996, the National Organization of Life and Health Guaranty
Associations  (NOLHGA)  distributed  a study of the major outstanding industry
insolvencies,  with  estimates  of future assessments by state.  Based on this
study,  the  Company has accrued a liability for approximately $1.6 million in
future  assessments  on  insolvencies that occurred before December 31, 1996. 
Under  the  coinsurance  agreement between the Company and OakRe (see note 1),
OakRe  is required to reimburse the Company for any future assessments that it
pays  which  relate to insolvencies occurring prior to June 1, 1995.  As such,
the Company has recorded an additional receivable from OakRe for $1.6 million.

At the same time, the Company is liable to OakRe for 80% of any future premium
tax  recoveries that are realized from any such assessments and may retain the







                                    PART C
                              OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS.

a.   FINANCIAL STATEMENTS

The  following  financial  statements  of the Separate Account are included in
Part B hereof:

     1.  Independent Auditor's Report.

     2.  Statement of Assets and Liabilities as of December 31, 1996.

     3.  Statement of Operations for the year ended December 31, 1996.

     4.  Statement of Changes in Contract Owner's Equity for the year
         ended December 31, 1996 and for the period from June 19, 1995
         (commencement of operations) through December 31, 1995.

     5.  Financial Highlights for the year or period ended December 31, 
         1996 and for the period from commencement of operations 
         through December 31, 1995.

     6.  Notes to Financial Statements for the year ended December 31, 
         1996 and for the period from June 19, 1995 (commencement of 
         operations) through December 31, 1995.

The  following  financial  statements  of  the  Company are included in Part B
hereof:

     1.  Independent Auditor's Report.

     2.  Balance Sheets as of December 31, 1996 and 1995.

     3.  Statements of Income as of December 31, 1996, 1995 and 1994.

     4.  Statements of Shareholder's Equity for the Years Ended December 31,
         1996, 1995 and 1994.

     5.  Statements of Cash Flows for the Years Ended December 31, 1996, 1995
         and 1994.

     6.  Notes to Financial Statements - December 31, 1996, 1995 and 1994.

b.   EXHIBITS

     1.  Resolution of Board of Directors of the Company authorizing the
         establishment of the Variable Account*

     2.  Not Applicable

     3.  Principal Underwriter's Agreement*

     4.  (i)  Individual Flexible Purchase Payment Deferred Variable and Fixed
              Annuity Contract*
        (ii)  Endorsement**

     5.  Application for Variable Annuity*

     6.  (i)  Copy of Articles of Incorporation of the Company*
        (ii)  Copy of the Bylaws of the Company*

     7.  Not Applicable

     8.  Not Applicable

     9.  Opinion and Consent of Counsel

    10.  Consent of Independent Accountants

    11.  Not Applicable

    12.  Not Applicable

    13.  Calculation of Performance Information

    14.  Company Organizational Chart***

    27.  Not Applicable

       *  incorporated by reference to Xerox Variable Annuity Account Five,
          Form N-4 (File No. 33-50174) as filed on July 29, 1992.
      **  incorporated by reference to Registrant's Pre-Effective Amendment
          No. 1 to Form N-4 (File No. 33-50174) as filed on July 16, 1993.
     ***  incorporated by reference to Registrant's Post-Effective Amendment
          No. 3 to Form N-4 (File No. 33-50174) as filed electronically on
          April 25, 1996.

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR.

The  following  are  the  Officers  and  Directors who are engaged directly or
indirectly  in  activities  relating to the Registrant or the variable annuity
contracts offered by the Registrant and the executive officers of the Company:

<TABLE>
<CAPTION>
<S>                               <C>
Name and Principal                Positions and Offices
 Business Address                 with Depositor
- --------------------------------  --------------------------------
Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101


Leonard M. Rubenstein             Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Barber                    Director
13045 Tesson Ferry Rd.
St. Louis, MO 63128

Jerome P. Darga                   Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Judy M. Drew                      Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Christopher S. Harden             Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Eric T. Henry                     Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Jeffery K. Hoelzel                Vice President, General
One Tower Lane, Suite 3000        Counsel, Secretary and Director
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market Street
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

William C. Mair                   Vice President, Controller and
One Tower Lane, Suite 3000        Director
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market Street
St. Louis, MO 63101

Myron H. Sanberg                  Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

John W. Schaus                    Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644
</TABLE>



ITEM 26.   PERSONS  CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
           OR REGISTRANT.

A company organizational chart was filed as Exhibit 14 in Registrant's 
Post-Effective Amendment No. 3 to Form N-4 and is incorporated herein by
reference.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As  of April 7, 1997, there were 850 Qualified Contract Owners and 202
Non-Qualified Contract Owners.

ITEM 28.   INDEMNIFICATION.

The Bylaws of the Company (Article V, Section 9) provide that:

This  corporation shall indemnify, to the fullest extent allowed by California
law,  its  present  and  former  directors  and  officers  against  expenses,
judgments,  fines,  settlements, and other amounts incurred in connection with
any  proceeding  or  threatened  proceeding  brought against such directors or
officers  in  their  capacity  as such.  Such indemnification shall be made in
accordance  with  procedures  set  forth by California law.  Sums for expenses
incurred  in  defending  any  such proceeding may also be advanced to any such
director  or  officer  to  the  extent  and  under  the conditions provided by
California law.

Insofar  as  indemnification for liability arising under the Securities Act of
1933  may  be  permitted  directors and officers or controlling persons of the
Company  pursuant to the foregoing, or otherwise, the Company has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in  the  Act and,
therefore,  unenforceable.    In  the  event  that a claim for indemnification
against  such  liabilities  (other than the payment by the Company of expenses
incurred  or  paid by a director, officer or controlling person of the Company
in  the  successful  defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being  registered,  the Company will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public  policy  as  expressed  in the Act and will be governed by the
final adjudication of such issue.

ITEM 29.   PRINCIPAL UNDERWRITERS.

(a)  Not Applicable.

Cova  Life  Sales Company is the principal underwriter for the Contracts.  The
following  persons are the officers and directors of Cova Life Sales Company. 
The  principal  business  address  for  each officer and director of Cova Life
Sales  Company  is  One  Tower  Lane,  Suite  3000, Oakbrook Terrace, Illinois
60181-4644.

<TABLE>
<CAPTION>
<S>                      <C>
(b)  Name and Principal  Positions and Offices
      Business Address   with Underwriter
- -----------------------  ---------------------------

Judy M. Drew             President, Chief Operations
                         Officer and Director

Lorry J. Stensrud        Director

Jeffery K. Hoelzel       Secretary

Patricia E. Gubbe        Vice President and Chief
                         Compliance Officer

William C. Mair          Director

Philip A. Haley          Vice President

Frances S.  Cook         Assistant Secretary

Robert A. Miner          Treasurer
</TABLE>



(c)  Not applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS.

Christopher  Harden,  whose  address  is  One Tower Lane, Suite 3000, Oakbrook
Terrace,  Illinois  60181-4644  maintains physical possession of the accounts,
books  or  documents  of  the  Variable  Account  required to be maintained by
Section  31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder.

ITEM 31.   MANAGEMENT SERVICES.

Not Applicable.

ITEM 32.   UNDERTAKINGS.

     a.  Registrant hereby undertakes to file a post-effective amendment to
this  registration  statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen  (16)  months  old  for  so long as payment under the variable annuity
contracts may be accepted.

     b.  Registrant hereby undertakes to include either (1) as part of any
application  to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard  or  similar  written  communication  affixed  to  or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant hereby undertakes to deliver any Statement of Additional
Information  and  any  financial statement required to be made available under
this Form promptly upon written or oral request.

     d. Cova Financial Life Insurance Company ("Company") hereby represents that
the fees and charges  deducted under the Contracts  described in the Prospectus,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses to be incurred and the risks assumed by the Company.

                                    REPRESENTATIONS

     The Company  hereby  represents  that it is relying upon a No Action Letter
issued to the  American  Council  of Life  Insurance  dated  November  28,  1988
(Commission ref.  IP-6-88) and that the following  provisions have been complied
with:

     1.  Include appropriate disclosure regarding the redemption restrictions
imposed  by  Section  403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

     2.  Include appropriate disclosure regarding the redemption restrictions
imposed  by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

     3.  Instruct sales representatives who solicit participants to purchase
the  contract  specifically  to  bring  the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

     4.  Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging  the  participant's  understanding  of  (1)  the restrictions on
redemption  imposed  by  Section  403(b)(11),  and  (2)  other  investment
alternatives  available  under  the  employer's  Section 403(b) arrangement to
which the participant may elect to transfer his contract value.



                                  SIGNATURES


As  required  by  the Securities Act of 1933 and the Investment Company Act of
1940,  the Registrant certifies that it  meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Registration Statement and has caused
this Registration Statement to  be  signed  on  its  behalf, in the City of 
Oakbrook Terrace, and State of Illinois on this 28th day of April, 1997.

<TABLE>
<CAPTION>
<S>                               <C>
                                  COVA VARIABLE ANNUITY ACCOUNT FIVE
                                  (Registrant)


                             By:  COVA FINANCIAL LIFE INSURANCE COMPANY


                             By: 
                                  /S/ JEFFERY K. HOELZEL
                                 _________________________________________
                                 

                                  COVA FINANCIAL LIFE INSURANCE COMPANY
                                  Depositor

                             By: /S/ JEFFERY K. HOELZEL
                                 _________________________________________
                                 
</TABLE>





As  required  by  the  Securities Act of 1933, this Registration Statement has
been  signed  by  the  following  persons  in  the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
<S>                     <C>                        <C>


                        Chairman of the Board and
- ----------------------  Director                  --------
Richard A. Liddy                                  Date

Lorry J. Stensrud*      President and Director    4/28/97
- -----------------                                 --------
Lorry J. Stensrud                                  Date


- ----------------------  Director                  --------
Leonard M. Rubenstein                              Date

                        Director
- ----------------------                            --------
J. Robert Hopson                                   Date

William C. Mair*        Controller and Director   4/28/97
- ----------------------                            --------
William C. Mair                                    Date

Jeffery K. Hoelzel      Director                  4/28/97
- ----------------------                            --------
Jeffery K. Hoelzel                                 Date

E. Thomas Hughes, Jr.*  Treasurer and Director    4/28/97
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  4/28/97
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  4/28/97
- ----------------------                            --------
John W. Barber                                     Date
</TABLE>





                                  *By: /S/ JEFFERY K. HOELZEL
                                       ____________________________________
                                        Jeffery K. Hoelzel, Attorney-in-Fact





                              INDEX TO EXHIBITS

EXHIBIT NO.                                                     PAGE NO.


EX-99.B9      Opinion and Consent of Counsel

EX-99.B10     Consent of Independent Accountants

EX-99.B13     Calculation of Performance Information












                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO. 4 

                                      TO

                                   FORM N-4

                      COVA VARIABLE ANNUITY ACCOUNT FIVE


Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 28, 1997
Board of Directors
Cova Financial Life Insurance Company
535 Anton Boulevard
Costa Mesa, CA 92626

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 a Post-Effective Amendment to a
Registration  Statement  on  Form  N-4  for  the  Individual Flexible Purchase
Payment  Deferred Variable and Fixed Annuity Contracts (the "Contracts") to be
issued by Cova Financial Life Insurance Company and its separate account, 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 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 an Owner pursuant to
a  Contract  issued  in  accordance  with  the  Prospectus  contained  in  the
Registration  Statement and upon compliance with applicable law, such an Owner
will  have  a  legally-issued, fully paid, non-assessable contractual interest
under such Contract.

You  may  use  this  opinion  letter,  or a copy thereof, as an exhibit to the
Registration Statement.

We  consent  to  the  reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By: /S/ LYNN KORMAN STONE
    _____________________________________
    Lynn Korman Stone


                      CONSENT OF INDEPENDENT ACCOUNTANTS






The Board of Directors of Cova Financial Life Insurance Company



We  consent  to the use of our reports included herein and to the reference to
our  firm  under  the  headings of "Condensed Financial Information" in the
Prospectus and "Experts"  in  the Statement of Additional Information.


                                   KPMG PEAT MARWICK LLP


St. Louis, Missouri
April 25, 1997




<TABLE>
<CAPTION>
VARIABLE  ANNUITY
5-YEAR  RETURN:             STANDARD
ORIGINAL  PURCHASE  DATE:   12/31/91
VALUATION  DATE:            12/31/96



QUALITY INCOME
- --------------
<S>               <C>                            <C>         <C>       <C>         <C>             <C>           <C>
                                                                                    Units This         Total         Total
Date              Transaction Type               Rate        Amount    Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----        ------    ----------   -----------    ----------        -----
12/31/91          Purchase                                    1000     12.020179        83.193        83.193     $1,000.00
12/31/92          Contract Fee                               (5.14)    12.753941        (0.403)       82.790     $1,055.90
12/31/93          Contract Fee                               (4.98)    13.965941        (0.356)       82.434     $1,151.27
12/30/94          Contract Fee                               (4.78)    13.170448        (0.363)       82.071     $1,080.91
12/29/95          Contract Fee                               (4.70)    15.331971        (0.307)       81.765     $1,253.61
12/31/96          Contract Fee                               (4.30)    15.540273        (0.277)       81.488     $1,266.34
12/31/96          Value before Withdrawal Charge                       15.540273         0.000        81.488     $1,266.34
12/31/96          Withdrawal Charge              0.05      ($45.00)    15.540273        (2.896)       78.592     $1,221.34
12/31/96          Remaining Value                                      15.540273         0.000        78.592     $1,221.34
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
<S>               <C>                            <C>     <C>       <C>         <C>             <C>           <C>
                                                                                 Units This         Total         Total
Date              Transaction Type               Rate    Amount    Unit Value   Transaction    Units Held         Value
- ----              ----------------               ----    ------    ----------   -----------    ----------        -------
12/31/91          Purchase                               $1,000.00     12.754429        78.404        78.404     $1,000.00
12/31/92          Contract Fee                               (6.04)    14.990335        (0.403)       78.001     $1,169.26
12/31/93          Contract Fee                               (6.42)    18.020405        (0.356)       77.645     $1,399.19
12/30/94          Contract Fee                               (6.16)    16.977032        (0.363)       77.282     $1,312.02
12/29/95          Contract Fee                               (5.98)    19.522535        (0.307)       76.975     $1,502.75
12/31/96          Contract Fee                               (5.93)    21.422784        (0.277)       76.698     $1,643.09
12/31/96          Value before Withdrawal Charge                       21.422784         0.000        76.698     $1,643.09
12/31/96          Withdrawal Charge              0.05       ($45.00)   21.422784        (2.101)       74.598     $1,598.09
12/31/96          Remaining Value                                      21.422784         0.000        74.598     $1,598.09
</TABLE>

<TABLE>
<CAPTION>

GROWTH AND INCOME
- -----------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total         Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held         Value
- ----              ----------------               ----    ------       ----------   -----------    ----------         -----
12/31/91          Purchase                               $1,000.00     12.725687        78.581        78.581     $1,000.00
12/31/92          Contract Fee                               (5.85)    14.504325        (0.403)       78.178     $1,133.92
12/31/93          Contract Fee                               (5.85)    16.424494        (0.356)       77.822     $1,278.18
12/30/94          Contract Fee                               (6.04)    16.642028        (0.363)       77.459     $1,289.07
12/29/95          Contract Fee                               (6.53)    21.306277        (0.307)       77.152     $1,643.83
12/31/96          Contract Fee                               (6.94)    25.089525        (0.277)       76.876     $1,928.77
12/31/96          Value before Withdrawal Charge                       25.089525         0.000        76.876     $1,928.77
12/31/96          Withdrawal Charge              0.05      ($45.00)    25.089525        (1.794)       75.082     $1,883.77
12/31/96          Remaining Value                                      25.089525         0.000        75.082     $1,883.77
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX
- -----------
<S>               <C>                            <C>   <C>         <C>         <C>             <C>           <C>
                                                                                 Units This         Total         Total
Date            Transaction Type                 Rate  Amount      Unit Value   Transaction    Units Held         Value
- ----            ----------------                 ----  ------      ----------   -----------    ----------         -----
12/31/91        Purchase                               $1,000.00     10.553371        94.756        94.756     $1,000.00
12/31/92        Contract Fee                               (4.46)    11.054434        (0.403)       94.353     $1,043.02
12/31/93        Contract Fee                               (4.23)    11.866746        (0.356)       93.997     $1,115.44
12/30/94        Contract Fee                               (4.24)    11.679303        (0.363)       93.634     $1,093.58
12/29/95        Contract Fee                               (4.83)    15.773906        (0.307)       93.328     $1,472.14
12/31/96        Contract Fee                               (5.27)    19.036956        (0.277)       93.051     $1,771.40
12/31/96        Value before Withdrawal Charge                       19.036956         0.000        93.051     $1,771.40
12/31/96        Withdrawal Charge                0.05    ($45.00)    19.036956        (2.364)       90.687     $1,726.40
12/31/96        Remaining Value                                      19.036956         0.000        90.687     $1,726.40
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
- ------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total         Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held         Value
- ----              ----------------               ----    ------       ----------   -----------    ----------         -----
12/31/91          Purchase                               $1,000.00     10.209267        97.950        97.950     $1,000.00
12/31/92          Contract Fee                               (4.22)    10.457561        (0.403)       97.547     $1,020.10
12/31/93          Contract Fee                               (3.78)    10.610022        (0.356)       97.191     $1,031.19
12/30/94          Contract Fee                               (3.95)    10.896621        (0.363)       96.828     $1,055.10
12/29/95          Contract Fee                               (3.50)    11.425133        (0.307)       96.521     $1,102.77
12/31/96          Contract Fee                               (3.29)    11.879722        (0.277)       96.245     $1,143.36
12/31/96          Value before Withdrawal Charge                       11.879722         0.000        96.245     $1,143.36
12/31/96          Withdrawal Charge               0.05     ($45.00)    11.879722        (3.788)       92.457     $1,098.36
12/31/96          Remaining Value                                      11.879722         0.000        92.457     $1,098.36
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  5-YEAR  RETURN
VALUATION DATE  -   12/31/96
ANNUALIZED
<S>                              <C>                 <C>               <C>
                                                     Total Value        Total
Portfolio                        Purchase Amount     Units Held        Return
- ---------                        ---------------     -----------       ------
Quality Income                   $1,000.00           $1,221.34          4.08%

High Yield                       $1,000.00           $1,598.09          9.83%

LA Growth & Income               $1,000.00           $1,883.77         13.50%

Stock Index                      $1,000.00           $1,726.40         11.54%

Money Market                     $1,000.00           $1,098.36          1.89%
</TABLE>





<TABLE>
<CAPTION>
VARIABLE  ANNUITY
5-YR  RETURN:               NON-STANDARD
ORIGINAL  PURCHASE  DATE:   12/31/91
VALUATION  DATE:            12/31/96



QUALITY INCOME
- --------------
<S>               <C>                            <C>     <C>         <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     12.020179        83.193        83.193     $1,000.00
12/31/92          Contract Fee                                         12.753941         0.000        83.193     $1,061.04
12/31/93          Contract Fee                                         13.965941         0.000        83.193     $1,161.87
12/30/94          Contract Fee                                         13.170448         0.000        83.193     $1,095.69
12/29/95          Contract Fee                                         15.331971         0.000        83.193     $1,275.52
12/31/96          Contract Fee                                         15.540273         0.000        83.193     $1,292.85
12/31/96          Value before Withdrawal Charge                       15.540273         0.000        83.193     $1,292.85
12/31/96          Withdrawal Charge              0.05      ($45.00)    15.540273        (2.896)       80.298     $1,247.85
12/31/96          Remaining Value                                      15.540273         0.000        80.298     $1,247.85
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- ----------
<S>               <C>                            <C>     <C>         <C>         <C>             <C>           <C>
                                                                                  Units This         Total         Total
Date              Transaction Type               Rate    Amount      Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------      ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     12.754429        78.404        78.404     $1,000.00
12/31/92          Contract Fee                                         14.990335         0.000        78.404     $1,175.30
12/31/93          Contract Fee                                         18.020405         0.000        78.404     $1,412.87
12/30/94          Contract Fee                                         16.977032         0.000        78.404     $1,331.07
12/29/95          Contract Fee                                         19.522535         0.000        78.404     $1,530.65
12/31/96          Contract Fee                                         21.422784         0.000        78.404     $1,679.63
12/31/96          Value before Withdrawal Charge                       21.422784         0.000        78.404     $1,679.63
12/31/96          Withdrawal Charge              0.05      ($45.00)    21.422784        (2.101)       76.304     $1,634.63
12/31/96          Remaining Value                                      21.422784         0.000        76.304     $1,634.63
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME
- -----------------
<S>               <C>                            <C>       <C>       <C>         <C>             <C>           <C>
                                                                                   Units This         Total        Total
Date              Transaction Type               Rate      Amount    Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----      ------    ----------   -----------    ----------        -----
12/31/91          Purchase                                 $1,000.00   12.725687        78.581        78.581     $1,000.00
12/31/92          Contract Fee                                         14.504325         0.000        78.581     $1,139.77
12/31/93          Contract Fee                                         16.424494         0.000        78.581     $1,290.66
12/30/94          Contract Fee                                         16.642028         0.000        78.581     $1,307.75
12/29/95          Contract Fee                                         21.306277         0.000        78.581     $1,674.27
12/31/96          Contract Fee                                         25.089525         0.000        78.581     $1,971.57
12/31/96          Value before Withdrawal Charge                       25.089525         0.000        78.581     $1,971.57
12/31/96          Withdrawal Charge              0.05      ($45.00)    25.089525        (1.794)       76.788     $1,926.57
12/31/96          Remaining Value                                      25.089525         0.000        76.788     $1,926.57
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX
- -----------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount        Unit Value   Transaction    Units Held       Value
- ----              ----------------               ----    ------        ----------   -----------    ----------       -----
12/31/91          Purchase                               $1,000.00     10.553371        94.756        94.756     $1,000.00
12/31/92          Contract Fee                                         11.054434         0.000        94.756     $1,047.48
12/31/93          Contract Fee                                         11.866746         0.000        94.756     $1,124.45
12/30/94          Contract Fee                                         11.679303         0.000        94.756     $1,106.69
12/29/95          Contract Fee                                         15.773906         0.000        94.756     $1,494.68
12/31/96          Contract Fee                                         19.036956         0.000        94.756     $1,803.87
12/31/96          Value before Withdrawal Charge                       19.036956         0.000        94.756     $1,803.87
12/31/96          Withdrawal Charge              0.05      ($45.00)    19.036956        (2.364)       92.393     $1,758.87
12/31/96          Remaining Value                                      19.036956         0.000        92.393     $1,758.87
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
- ------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     10.209267        97.950        97.950     $1,000.00
12/31/92          Contract Fee                                         10.457561         0.000        97.950     $1,024.32
12/31/93          Contract Fee                                         10.610022         0.000        97.950     $1,039.25
12/30/94          Contract Fee                                         10.896621         0.000        97.950     $1,067.33
12/29/95          Contract Fee                                         11.425133         0.000        97.950     $1,119.09
12/31/96          Contract Fee                                         11.879722         0.000        97.950     $1,163.62
12/31/96          Value before Withdrawal Charge                       11.879722         0.000        97.950     $1,163.62
12/31/96          Withdrawal Charge              0.05      ($45.00)    11.879722        (3.788)       94.162     $1,118.62
12/31/96          Remaining Value                                      11.879722         0.000        94.162     $1,118.62
</TABLE>


<TABLE>
<CAPTION>
VA  NON-STANDARD  5-YEAR  RETURN
VALUATION  DATE  -   12/31/96
ANNUALIZED
<S>                              <C>                 <C>              <C>
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ---------                        ---------------     ----------       -------
Quality Income                   $1,000.00           $1,292.85          5.27%

High Yield                       $1,000.00           $1,679.63         10.93%

LA Growth & Income               $1,000.00           $1,971.57         14.54%

Stock Index                      $1,000.00           $1,803.87         12.52%

Money Market                     $1,000.00           $1,163.62          3.08%
</TABLE>




<TABLE>
<CAPTION>
VARIABLE  ANNUITY
INCEPTION-TO-DATE  RETURN:  STANDARD
ORIGINAL  PURCHASE  DATE:   12/11/89
VALUATION  DATE:            12/31/96



QUALITY INCOME
- --------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                               (7.88)    10.642864        (0.740)       99.260     $1,056.41
12/11/91          Contract Fee                               (5.34)    11.793541        (0.453)       98.807     $1,165.28
12/11/92          Contract Fee                               (4.52)    12.690512        (0.356)       98.451     $1,249.39
12/11/93          Contract Fee                               (4.40)    13.997342        (0.314)       98.136     $1,373.65
12/11/94          Contract Fee                               (4.29)    13.179662        (0.326)       97.811     $1,289.11
12/11/95          Contract Fee                               (4.07)    15.200779        (0.268)       97.543     $1,482.73
12/11/96          Contract Fee                               (2.32)    15.540342        (0.149)       97.394     $1,513.53
12/31/96          Value before Withdrawal Charge                       15.540273         0.000        97.394     $1,513.53
12/31/96          Withdrawal Charge              0.05      ($47.31)    15.540273        (3.044)       94.349     $1,466.22
12/31/96          Remaining Value                                      15.540273         0.000        94.349     $1,466.22
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- ----------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                               (7.43)    10.038196        (0.740)       99.260       $996.39
12/11/91          Contract Fee                               (5.72)    12.639788        (0.453)       98.807     $1,248.90
12/11/92          Contract Fee                               (5.31)    14.896607        (0.356)       98.451     $1,466.58
12/11/93          Contract Fee                               (5.64)    17.930469        (0.315)       98.136     $1,759.63
12/11/94          Contract Fee                               (5.47)    16.825188        (0.325)       97.811     $1,645.69
12/11/95          Contract Fee                               (5.20)    19.405032        (0.268)       97.543     $1,892.83
12/11/96          Contract Fee                               (3.17)    21.273774        (0.149)       97.394     $2,071.94
12/31/96          Value before Withdrawal Charge                       21.422784         0.000        97.394     $2,086.45
12/31/96          Withdrawal Charge              0.05      ($48.19)    21.422784        (2.249)       95.145     $2,038.26
12/31/96          Remaining Value                                      21.422784         0.000        95.145     $2,038.26
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME
- -----------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                               (7.39)     9.991916        (0.740)       99.260       $991.80
12/11/91          Contract Fee                               (5.26)    11.635826        (0.452)       98.808     $1,149.72
12/11/92          Contract Fee                               (5.07)    14.232895        (0.356)       98.452     $1,401.26
12/11/93          Contract Fee                               (5.10)    16.227131        (0.314)       98.138     $1,592.50
12/11/94          Contract Fee                               (5.25)    16.145116        (0.325)       97.813     $1,579.20
12/11/95          Contract Fee                               (5.70)    21.265128        (0.268)       97.545     $2,074.30
12/11/96          Contract Fee                               (3.76)    25.168559        (0.149)       97.395     $2,451.30
12/31/96          Value before Withdrawal Charge                       25.089525         0.000        97.395     $2,443.60
12/31/96          Withdrawal Charge              0.05      ($48.73)    25.089525        (1.942)       95.453     $2,394.87
12/31/96          Remaining Value                                      25.089525         0.000        95.453     $2,394.87
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX
- -----------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
11/01/91          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/91          Contract Fee                               (4.36)     9.641255        (0.452)       99.548       $959.77
12/11/92          Contract Fee                               (3.94)    11.042649        (0.357)       99.191     $1,095.33
12/11/93          Contract Fee                               (3.73)    11.858110        (0.315)       98.876     $1,172.49
12/11/94          Contract Fee                               (3.71)    11.401457        (0.325)       98.551     $1,123.63
12/11/95          Contract Fee                               (4.25)    15.871130        (0.268)       98.283     $1,559.87
12/11/96          Contract Fee                               (2.84)    19.034668        (0.149)       98.134     $1,867.95
12/31/96          Value before Withdrawal Charge                       19.036956         0.000        98.134     $1,868.17
12/31/96          Withdrawal Charge              0.05      ($47.83)    19.036956        (2.513)       95.621     $1,820.34
12/31/96          Remaining Value                                      19.036956         0.000        95.621     $1,820.34
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
- ------------
<S>               <C>                            <C>     <C>         <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
07/01/91          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/91          Contract Fee                               (4.61)    10.188527        (0.452)       99.548     $1,014.24
12/11/92          Contract Fee                               (3.72)    10.449186        (0.356)       99.192     $1,036.47
12/11/93          Contract Fee                               (3.34)    10.617015        (0.315)       98.877     $1,049.78
12/11/94          Contract Fee                               (3.53)    10.871571        (0.325)       98.552     $1,071.42
12/11/95          Contract Fee                               (3.06)    11.397944        (0.268)       98.284     $1,120.23
12/11/96          Contract Fee                               (1.77)    11.851727        (0.149)       98.135     $1,163.06
12/31/96          Value before Withdrawal Charge                       11.879722         0.000        98.135     $1,165.81
12/31/96          Withdrawal Charge              0.05      ($46.77)    11.879722        (3.937)       94.198     $1,119.04
12/31/96          Remaining Value                                      11.879722         0.000        94.198     $1,119.04
</TABLE>

<TABLE>
<CAPTION>
VKM GROWTH & INCOME
- -------------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
05/01/92          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/92          Contract Fee                               (3.69)    10.352054        (0.356)       99.644     $1,031.52
12/11/93          Contract Fee                               (3.71)    11.795195        (0.315)       99.329     $1,171.61
12/11/94          Contract Fee                               (3.50)    10.773452        (0.325)       99.004     $1,066.62
12/11/95          Contract Fee                               (3.89)    14.498752        (0.268)       98.736     $1,431.55
12/11/96          Contract Fee                               (2.53)    16.954792        (0.149)       98.587     $1,671.52
12/31/96          Value before Withdrawal Charge                       17.008151         0.000        98.587     $1,676.78
12/31/96          Withdrawal Charge              0.05      ($47.53)    17.008151        (2.794)       95.792     $1,629.25
12/31/96          Remaining Value                                      17.008151         0.000        95.792     $1,629.25
</TABLE>

<TABLE>
<CAPTION>
QUALITY BOND
- ------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00      9.897228       101.038       101.038     $1,000.00
12/11/96          Contract Fee                               (1.55)    10.364657        (0.149)      100.889     $1,045.68
12/31/96          Value before Withdrawal Charge                       10.368764         0.000       100.889     $1,046.10
12/31/96          Withdrawal Charge              0.05      ($46.54)    10.368764        (4.489)       96.400       $999.55
12/31/96          Remaining Value                                      10.368764         0.000        96.400       $999.55
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP STOCK
- ---------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.512560        95.124        95.124     $1,000.00
12/11/96          Contract Fee                               (1.65)    11.086421        (0.149)       94.975     $1,052.93
12/31/96          Value before Withdrawal Charge                       11.308419         0.000        94.975     $1,074.02
12/31/96          Withdrawal Charge              0.05      ($46.68)    11.308419        (4.128)       90.847     $1,027.34
12/31/96          Remaining Value                                      11.308419         0.000        90.847     $1,027.34
</TABLE>

<TABLE>
<CAPTION>
LARGE CAP STOCK
- ---------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.003025        99.970        99.970     $1,000.00
12/11/96          Contract Fee                               (1.69)    11.353003        (0.149)       99.821     $1,133.26
12/31/96          Value before Withdrawal Charge                       11.334979         0.000        99.821     $1,131.46
12/31/96          Withdrawal Charge              0.05      ($46.69)    11.334979        (4.119)       95.702     $1,084.78
12/31/96          Remaining Value                                      11.334979         0.000        95.702     $1,084.78
</TABLE>

<TABLE>
<CAPTION>
SELECT EQUITY
- -------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.083890        99.168        99.168     $1,000.00
12/11/96          Contract Fee                               (1.61)    10.779321        (0.149)       99.019     $1,067.36
12/31/96          Value before Withdrawal Charge                       10.838053         0.000        99.019     $1,073.17
12/31/96          Withdrawal Charge              0.05      ($46.61)    10.838053        (4.301)       94.718     $1,026.56
12/31/96          Remaining Value                                      10.838053         0.000        94.718     $1,026.56
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.214899        97.896        97.896     $1,000.00
12/11/96          Contract Fee                               (1.60)    10.726728        (0.149)       97.747     $1,048.51
12/31/96          Value before Withdrawal Charge                       10.967004         0.000        97.747     $1,071.99
12/31/96          Withdrawal Charge              0.05      ($46.63)    10.967004        (4.252)       93.495     $1,025.36
12/31/96          Remaining Value                                      10.967004         0.000        93.495     $1,025.36
</TABLE>

<TABLE>
<CAPTION>
LA BOND DEBENTURE
- -----------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.097690        99.033        99.033     $1,000.00
12/11/96          Contract Fee                               (1.67)    11.194096        (0.149)       98.883     $1,106.91
12/31/96          Value before Withdrawal Charge                       11.294930         0.000        98.883     $1,116.88
12/31/96          Withdrawal Charge              0.05      ($46.68)    11.294930        (4.133)       94.751     $1,070.20
12/31/96          Remaining Value                                      11.294930         0.000        94.751     $1,070.20
</TABLE>

<TABLE>
<CAPTION>
GACC  MONEY  MARKET
- -------------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
06/02/96          Purchase                               $1,000.00     10.000000       100.000       100.000    $1,000.000
12/11/96          Contract Fee                               (1.52)    10.210737        (0.149)       99.851    $1,019.550
12/31/96          Value before Withdrawal Charge                       10.233546         0.000        99.851    $1,021.827
12/31/96          Withdrawal Charge              0.05      ($46.52)    10.233546        (4.546)       95.305      $975.306
12/31/96          Remaining Value                                      10.233546         0.000        95.305      $975.306
</TABLE>


<TABLE>
<CAPTION>
VA  STANDARD INCEPTION-TO-DATE RETURN
VALUATION DATE  -  12/31/96
ANNUALIZED
<S>                              <C>                 <C>              <C>
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ---------                        ---------------     ----------       ------
Quality Income                   $1,000.00           $1,466.22          5.57%

High Yield                       $1,000.00           $2,038.26         10.61%

LA Growth & Income               $1,000.00           $2,394.87         13.17%

Stock Index                      $1,000.00           $1,820.34         12.28%

Money Market                     $1,000.00           $1,119.04          2.06%

VKM Growth & Income              $1,000.00           $1,629.25         11.01%

Quality Bond                     $1,000.00             $999.55         -0.07%

Small Cap Stock                  $1,000.00           $1,027.34          4.10%

Large Cap Stock                  $1,000.00           $1,084.78         12.89%

Select Equity                    $1,000.00           $1,026.56          3.98%

International Equity             $1,000.00           $1,025.36          3.80%

LA  Bond  Debenture              $1,000.00           $1,070.20         10.64%

GACC  Money Market               $1,000.00             $975.31         -4.21%
</TABLE>




<TABLE>
<CAPTION>
VARIABLE  ANNUITY
INCEPTION-TO-DATE  RETURN:  NON-STANDARD
ORIGINAL  PURCHASE  DATE:   12/11/89
VALUATION  DATE:            12/31/96



QUALITY INCOME
- --------------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                                         10.642864         0.000       100.000     $1,064.29
12/11/91          Contract Fee                                         11.793541         0.000       100.000     $1,179.35
12/11/92          Contract Fee                                         12.690512         0.000       100.000     $1,269.05
12/11/93          Contract Fee                                         13.997342         0.000       100.000     $1,399.73
12/11/94          Contract Fee                                         13.179662         0.000       100.000     $1,317.97
12/11/95          Contract Fee                                         15.200779         0.000       100.000     $1,520.08
12/11/96          Contract Fee                                         15.540342         0.000       100.000     $1,554.03
12/31/96          Value before Withdrawal Charge                       15.540273         0.000       100.000     $1,554.03
12/31/96          Withdrawal Charge              0.05      ($47.31)    15.540273        (3.044)       96.956     $1,506.72
12/31/96          Remaining Value                                      15.540273         0.000        96.956     $1,506.72
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- ----------
<S>               <C>                            <C>     <C>          <C>         <C>             <C>           <C>

                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                                         10.038196         0.000       100.000     $1,003.82
12/11/91          Contract Fee                                         12.639788         0.000       100.000     $1,263.98
12/11/92          Contract Fee                                         14.896607         0.000       100.000     $1,489.66
12/11/93          Contract Fee                                         17.930469         0.000       100.000     $1,793.05
12/11/94          Contract Fee                                         16.825188         0.000       100.000     $1,682.52
12/11/95          Contract Fee                                         19.405032         0.000       100.000     $1,940.50
12/11/96          Contract Fee                                         21.273774         0.000       100.000     $2,127.38
12/31/96          Value before Withdrawal Charge                       21.422784         0.000       100.000     $2,142.28
12/31/96          Withdrawal Charge              0.05      ($48.19)    21.422784        (2.249)       97.751     $2,094.09
12/31/96          Remaining Value                                      21.422784         0.000        97.751     $2,094.09
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME
- -----------------
<S>               <C>                            <C>     <C>          <C>          <C>           <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/11/89          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/90          Contract Fee                                          9.991916         0.000       100.000       $999.19
12/11/91          Contract Fee                                         11.635826         0.000       100.000     $1,163.58
12/11/92          Contract Fee                                         14.232895         0.000       100.000     $1,423.29
12/11/93          Contract Fee                                         16.227131         0.000       100.000     $1,622.71
12/11/94          Contract Fee                                         16.145116         0.000       100.000     $1,614.51
12/11/95          Contract Fee                                         21.265128         0.000       100.000     $2,126.51
12/11/96          Contract Fee                                         25.168559         0.000       100.000     $2,516.86
12/31/96          Value before Withdrawal Charge                       25.089525         0.000       100.000     $2,508.95
12/31/96          Withdrawal Charge              0.05      ($48.73)    25.089525        (1.942)       98.058     $2,460.22
12/31/96          Remaining Value                                      25.089525         0.000        98.058     $2,460.22
</TABLE>


<TABLE>
<CAPTION>
STOCK INDEX
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
11/01/91          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/91          Contract Fee                                          9.641255         0.000       100.000       $964.13
12/11/92          Contract Fee                                         11.042649         0.000       100.000     $1,104.26
12/11/93          Contract Fee                                         11.858110         0.000       100.000     $1,185.81
12/11/94          Contract Fee                                         11.401457         0.000       100.000     $1,140.15
12/11/95          Contract Fee                                         15.871130         0.000       100.000     $1,587.11
12/11/96          Contract Fee                                         19.034668         0.000       100.000     $1,903.47
12/31/96          Value before Withdrawal Charge                       19.036956         0.000       100.000     $1,903.70
12/31/96          Withdrawal Charge             0.05       ($47.83)    19.036956        (2.513)       97.487     $1,855.86
12/31/96          Remaining Value                                      19.036956         0.000        97.487     $1,855.86
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
- -------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
07/01/91          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/91          Contract Fee                                         10.188527         0.000       100.000     $1,018.85
12/11/92          Contract Fee                                         10.449186         0.000       100.000     $1,044.92
12/11/93          Contract Fee                                         10.617015         0.000       100.000     $1,061.70
12/11/94          Contract Fee                                         10.871571         0.000       100.000     $1,087.16
12/11/95          Contract Fee                                         11.397944         0.000       100.000     $1,139.79
12/11/96          Contract Fee                                         11.851727         0.000       100.000     $1,185.17
12/31/96          Value before Withdrawal Charge                       11.879722         0.000       100.000     $1,187.97
12/31/96          Withdrawal Charge             0.05       ($46.77)    11.879722        (3.937)       96.063     $1,141.21
12/31/96          Remaining Value                                      11.879722         0.000        96.063     $1,141.21
</TABLE>


<TABLE>
<CAPTION>
VKM GROWTH & INCOME
- -------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
05/01/92          Purchase                               $1,000.00     10.000000       100.000       100.000     $1,000.00
12/11/92          Contract Fee                                         10.352054         0.000       100.000     $1,035.21
12/11/93          Contract Fee                                         11.795195         0.000       100.000     $1,179.52
12/11/94          Contract Fee                                         10.773452         0.000       100.000     $1,077.35
12/11/95          Contract Fee                                         14.498752         0.000       100.000     $1,449.88
12/11/96          Contract Fee                                         16.954792         0.000       100.000     $1,695.48
12/31/96          Value before Withdrawal Charge                       17.008151         0.000       100.000     $1,700.82
12/31/96          Withdrawal Charge             0.05       ($47.53)    17.008151        (2.794)       97.206     $1,653.29
12/31/96          Remaining Value                                      17.008151         0.000        97.206     $1,653.29
</TABLE>


<TABLE>
<CAPTION>
QUALITY BOND 
- -------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00      9.897228       101.038       101.038     $1,000.00
12/11/96          Contract Fee                                         10.364657         0.000       101.038     $1,047.23
12/31/96          Value before Withdrawal Charge                       10.368764         0.000       101.038     $1,047.64
12/31/96          Withdrawal Charge             0.05       ($46.54)    10.368764        (4.489)       96.550     $1,001.10
12/31/96          Remaining Value                                      10.368764         0.000        96.550     $1,001.10
</TABLE>


<TABLE>
<CAPTION>
SMALL CAP STOCK
- ----------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.512560        95.124        95.124     $1,000.00
12/11/96          Contract Fee                                         11.086421         0.000        95.124     $1,054.59
12/31/96          Value before Withdrawal Charge                       11.308419         0.000        95.124     $1,075.71
12/31/96          Withdrawal Charge             0.05       ($46.68)    11.308419        (4.128)       90.996     $1,029.02
12/31/96          Remaining Value                                      11.308419         0.000        90.996     $1,029.02
</TABLE>


<TABLE>
<CAPTION>
LARGE CAP STOCK
- -----------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.003025        99.970        99.970     $1,000.00
12/11/96          Contract Fee                                         11.353003         0.000        99.970     $1,134.96
12/31/96          Value before Withdrawal Charge                       11.334979         0.000        99.970     $1,133.16
12/31/96          Withdrawal Charge             0.05       ($46.69)    11.334979        (4.119)       95.851     $1,086.47
12/31/96          Remaining Value                                      11.334979         0.000        95.851     $1,086.47
</TABLE>


<TABLE>
<CAPTION>
SELECT EQUITY 
- --------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.083890        99.168        99.168     $1,000.00
12/11/96          Contract Fee                                         10.779321         0.000        99.168     $1,068.96
12/31/96          Value before Withdrawal Charge                       10.838053         0.000        99.168     $1,074.79
12/31/96          Withdrawal Charge             0.05       ($46.61)    10.838053        (4.301)       94.867     $1,028.18
12/31/96          Remaining Value                                      10.838053         0.000        94.867     $1,028.18
</TABLE>


<TABLE>
<CAPTION>
INTERNATIONAL EQUITY
- ---------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.214899        97.896        97.896     $1,000.00
12/11/96          Contract Fee                                         10.726728         0.000        97.896     $1,050.11
12/31/96          Value before Withdrawal Charge                       10.967004         0.000        97.896     $1,073.63
12/31/96          Withdrawal Charge             0.05       ($46.63)    10.967004        (4.252)       93.644     $1,027.00
12/31/96          Remaining Value                                      10.967004         0.000        93.644     $1,027.00
</TABLE>


<TABLE>
<CAPTION>
LA  BOND DEBENTURE 
- -------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
04/30/96          Purchase                               $1,000.00     10.097690        99.033        99.033     $1,000.00
12/11/96          Contract Fee                                         11.194096         0.000        99.033     $1,108.58
12/31/96          Value before Withdrawal Charge                       11.294930         0.000        99.033     $1,118.57
12/31/96          Withdrawal Charge             0.05       ($46.68)    11.294930        (4.133)       94.900     $1,071.89
12/31/96          Remaining Value                                      11.294930         0.000        94.900     $1,071.89
</TABLE>

<TABLE>
<CAPTION>
GACC  MONEY  MARKET  
- --------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
06/02/96          Purchase                               $1,000.00     10.000000       100.000       100.000    $1,000.000
12/11/96          Contract Fee                                         10.210737         0.000       100.000    $1,021.074
12/31/96          Value before Withdrawal Charge                       10.233546         0.000       100.000    $1,023.355
12/31/96          Withdrawal Charge             0.05       ($46.52)    10.233546        (4.546)       95.454      $976.833
12/31/96          Remaining Value                                      10.233546         0.000        95.454      $976.833
</TABLE>

<TABLE>
<CAPTION>
VA  NON-STANDARD INCEPTION-TO-DATE RETURN
VALUATION DATE  -  12/31/96
ANNUALIZED
<S>                              <C>                 <C>              <C> 
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ---------------                  ---------------     ----------       -------
Quality Income                   $1,000.00           $1,554.03          6.44%

High Yield                       $1,000.00           $2,142.28         11.39%

LA Growth & Income               $1,000.00           $2,508.95         13.92%

Stock Index                      $1,000.00           $1,903.70         13.26%

Money Market                     $1,000.00           $1,187.97          3.18%

VKM Growth & Income              $1,000.00           $1,700.82         12.04%

Quality Bond                     $1,000.00           $1,047.64          7.18%

Small Cap Stock                  $1,000.00           $1,075.71         11.49%

Large Cap Stock                  $1,000.00           $1,133.16         20.47%

Select Equity                    $1,000.00           $1,074.79         11.34%

International Equity             $1,000.00           $1,073.63         11.16%

LA Bond Debenture                $1,000.00           $1,118.57         18.17%

GACC  Money Market               $1,000.00           $1,023.35          4.05%
</TABLE>



<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE  RETURN
ORIGINAL PURCHASE DATE:     12/31/95
VALUATION DATE:             12/31/96

QUALITY INCOME
- ---------------                                      
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     15.331971        65.223        65.223     $1,000.00
12/31/96          Value before Withdrawal Charge                       15.540273         0.000        65.223     $1,013.59
12/31/96          Withdrawal Charge             0.05       ($50.00)    15.540273        (3.217)       62.006       $963.59
12/31/96          Contract Fee                              ($3.72)    15.540273        (0.239)       61.766       $959.87
12/31/96          Remaining Value                                      15.540273         0.000        61.766       $959.87
</TABLE>


<TABLE>
<CAPTION>
HIGH YIELD
- -----------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     19.522535        51.223        51.223     $1,000.00
12/31/96          Value before Withdrawal Charge                       21.422784         0.000        51.223     $1,097.34
12/31/96          Withdrawal Charge             0.05       ($50.00)    21.422784        (2.334)       48.889     $1,047.34
12/31/96          Contract Fee                              ($5.13)    21.422784        (0.239)       48.650     $1,042.21
12/31/96          Remaining Value                                      21.422784         0.000        48.650     $1,042.21
</TABLE>


<TABLE>
<CAPTION>
GROWTH AND INCOME 
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     21.306277        46.935        46.935     $1,000.00
12/31/96          Value before Withdrawal Charge                       25.089525         0.000        46.935     $1,177.56
12/31/96          Withdrawal Charge             0.05       ($50.00)    25.089525        (1.993)       44.942     $1,127.56
12/31/96          Contract Fee                              ($6.00)    25.089525        (0.239)       44.702     $1,121.56
12/31/96          Remaining Value                                      25.089525         0.000        44.702     $1,121.56
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX       
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     15.773906        63.396        63.396     $1,000.00
12/31/96          Value before Withdrawal Charge                       19.036956         0.000        63.396     $1,206.86
12/31/96          Withdrawal Charge             0.05       ($50.00)    19.036956        (2.626)       60.769     $1,156.86
12/31/96          Contract Fee                              ($4.55)    19.036956        (0.239)       60.530     $1,152.31
12/31/96          Remaining Value                                      19.036956         0.000        60.530     $1,152.31
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET      
- -------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     11.425133        87.526        87.526     $1,000.00
12/31/96          Value before Withdrawal Charge                       11.879722         0.000        87.526     $1,039.79
12/31/96          Withdrawal Charge             0.05       ($50.00)    11.879722        (4.209)       83.317       $989.79
12/31/96          Contract Fee                              ($2.84)    11.879722        (0.239)       83.078       $986.95
12/31/96          Remaining Value                                      11.879722         0.000        83.078       $986.95
</TABLE>


<TABLE>
<CAPTION>
VKM GROWTH & INCOME 
- ----------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/95          Purchase                               $1,000.00     14.608904        68.451        68.451     $1,000.00
12/31/96          Value before Withdrawal Charge                       17.008151         0.000        68.451     $1,164.23
12/31/96          Withdrawal Charge             0.05       ($50.00)    17.008151        (2.940)       65.512     $1,114.23
12/31/96          Contract Fee                              ($4.07)    17.008151        (0.239)       65.272     $1,110.16
12/31/96          Remaining Value                                      17.008151         0.000        65.272     $1,110.16
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/31/96
ANNUALIZED
<S>                              <C>                 <C>              <C>
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ----------------                 ----------------    -----------      -------
Quality Income                     $1,000.00          $959.87         -4.01%

High Yield                         $1,000.00        $1,042.21          4.22%

LA Growth & Income                 $1,000.00        $1,121.56         12.16%

Stock Index                        $1,000.00        $1,152.31         15.23%

Money Market                       $1,000.00          $986.95         -1.31%

VKM Growth & Income                $1,000.00        $1,110.16         11.02%
</TABLE>



<TABLE>
<CAPTION>
VA  NON-STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/31/96
ANNUALIZED
<S>                              <C>                 <C>              <C>       
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- --------------                   ---------------     -----------      -------
Quality Income                    $1,000.00           $1,013.59          1.36%

High Yield                        $1,000.00           $1,097.34          9.73%

LA Growth & Income                $1,000.00           $1,177.56         17.76%

Stock Index                       $1,000.00           $1,206.86         20.69%

Money Market                      $1,000.00           $1,039.79          3.98%

VKM Growth & Income               $1,000.00           $1,164.23         16.42%
</TABLE>


<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/94
VALUATION DATE:             12/31/95


QUALITY INCOME 
- ---------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     13.170448        75.928        75.928     $1,000.00
12/29/95          Value before Withdrawal Charge                       15.331971         0.000        75.928     $1,164.12
12/29/95          Withdrawal Charge             0.05       ($50.00)    15.331971        (3.261)       72.666     $1,114.12
12/29/95          Contract Fee                              ($4.09)    15.331971        (0.267)       72.400     $1,110.03
12/29/95          Remaining Value                                      15.331971         0.000        72.400     $1,110.03
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- ------------ 
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     16.977032        58.903        58.903     $1,000.00
12/29/95          Value before Withdrawal Charge                       19.522535         0.000        58.903     $1,149.94
12/29/95          Withdrawal Charge             0.05       ($50.00)    19.522535        (2.561)       56.342     $1,099.94
12/29/95          Contract Fee                              ($5.21)    19.522535        (0.267)       56.075     $1,094.73
12/29/95          Remaining Value                                      19.522535         0.000        56.075     $1,094.73
</TABLE>


<TABLE>
<CAPTION>
GROWTH AND INCOME
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     16.642028        60.089        60.089     $1,000.00
12/29/95          Value before Withdrawal Charge                       21.306277         0.000        60.089     $1,280.27
12/29/95          Withdrawal Charge             0.05       ($50.00)    21.306277        (2.347)       57.742     $1,230.27
12/29/95          Contract Fee                              ($5.68)    21.306277        (0.267)       57.475     $1,224.59
12/29/95          Remaining Value                                      21.306277         0.000        57.475     $1,224.59
</TABLE>


<TABLE>
<CAPTION>
STOCK INDEX
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     11.679303        85.622        85.622     $1,000.00
12/29/95          Value before Withdrawal Charge                       15.773906         0.000        85.622     $1,350.59
12/29/95          Withdrawal Charge             0.05       ($50.00)    15.773906        (3.170)       82.452     $1,300.59
12/29/95          Contract Fee                              ($4.21)    15.773906        (0.267)       82.185     $1,296.38
12/29/95          Remaining Value                                      15.773906         0.000        82.185     $1,296.38
</TABLE>


<TABLE>
<CAPTION>
MONEY MARKET
- -------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     10.896621        91.772        91.772     $1,000.00
12/29/95          Value before Withdrawal Charge                       11.425133         0.000        91.772     $1,048.50
12/29/95          Withdrawal Charge             0.05       ($50.00)    11.425133        (4.376)       87.395       $998.50
12/29/95          Contract Fee                              ($3.05)    11.425133        (0.267)       87.129       $995.46
12/29/95          Remaining Value                                      11.425133         0.000        87.129       $995.46
</TABLE>

<TABLE>
<CAPTION>
VKM GROWTH & INCOME
- --------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/94          Purchase                               $1,000.00     11.195845        89.319        89.319     $1,000.00
12/29/95          Value before Withdrawal Charge                       14.608904         0.000        89.319     $1,304.85
12/29/95          Withdrawal Charge             0.05       ($50.00)    14.608904        (3.423)       85.896     $1,254.85
12/29/95          Contract Fee                              ($3.90)    14.608904        (0.267)       85.630     $1,250.95
12/29/95          Remaining Value                                      14.608904         0.000        85.630     $1,250.95
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/95
ANNUALIZED
<S>                              <C>                 <C>              <C>
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ------------------               ---------------     ------------     -------
Quality Income                    $1,000.00            $1,110.03         11.00%

High Yield                        $1,000.00            $1,094.73          9.47%

LA Growth & Income                $1,000.00            $1,224.59         22.46%

Stock Index                       $1,000.00            $1,296.38         29.64%

Money Market                      $1,000.00              $995.46         -0.45%

VKM Growth & Income               $1,000.00            $1,250.95         25.10%
</TABLE>


<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/93
VALUATION DATE:             12/31/94


QUALITY INCOME
- ---------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     13.965941        71.603        71.603     $1,000.00
12/31/94          Value before Withdrawal Charge                       13.170448         0.000        71.603       $943.04
12/31/94          Withdrawal Charge             0.05       ($50.00)    13.170448        (3.796)       67.806       $893.04
12/31/94          Contract Fee                              ($4.21)    13.170448        (0.320)       67.487       $888.83
12/31/94          Remaining Value                                      13.170448         0.000        67.487       $888.83
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- -----------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     18.020405        55.493        55.493     $1,000.00
12/31/94          Value before Withdrawal Charge                       16.977032         0.000        55.493       $942.10
12/31/94          Withdrawal Charge             0.05       ($50.00)    16.977032        (2.945)       52.547       $892.10
12/31/94          Contract Fee                              ($5.42)    16.977032        (0.320)       52.228       $886.68
12/31/94          Remaining Value                                      16.977032         0.000        52.228       $886.68
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     16.424494        60.885        60.885     $1,000.00
12/31/94          Value before Withdrawal Charge                       16.642028         0.000        60.885     $1,013.24
12/31/94          Withdrawal Charge             0.05       ($50.00)    16.642028        (3.004)       57.880       $963.24
12/31/94          Contract Fee                              ($5.32)    16.642028        (0.320)       57.561       $957.93
12/31/94          Remaining Value                                      16.642028         0.000        57.561       $957.93
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX
- -------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     11.866746        84.269        84.269     $1,000.00
12/31/94          Value before Withdrawal Charge                       11.679303         0.000        84.269       $984.20
12/31/94          Withdrawal Charge             0.05       ($50.00)    11.679303        (4.281)       79.988       $934.20
12/31/94          Contract Fee                              ($3.73)    11.679303        (0.320)       79.669       $930.47
12/31/94          Remaining Value                                      11.679303         0.000        79.669       $930.47
</TABLE>


<TABLE>
<CAPTION>
MONEY MARKET
- --------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     10.610022        94.251        94.251     $1,000.00
12/31/94          Value before Withdrawal Charge                       10.896621         0.000        94.251     $1,027.01
12/31/94          Withdrawal Charge             0.05       ($50.00)    10.896621        (4.589)       89.662       $977.01
12/31/94          Contract Fee                              ($3.48)    10.896621        (0.320)       89.342       $973.53
12/31/94          Remaining Value                                      10.896621         0.000        89.342       $973.53
</TABLE>

<TABLE>
<CAPTION>
VKM GROWTH & INCOME 
- ---------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/93          Purchase                               $1,000.00     11.919342        83.897        83.897     $1,000.00
12/31/94          Value before Withdrawal Charge                       11.195845         0.000        83.897       $939.30
12/31/94          Withdrawal Charge             0.05       ($50.00)    11.195845        (4.466)       79.431       $889.30
12/31/94          Contract Fee                              ($3.58)    11.195845        (0.320)       79.112       $885.72
12/31/94          Remaining Value                                      11.195845         0.000        79.112       $885.72
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/94
ANNUALIZED
<S>                              <C>                 <C>              <C>
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ----------------                 ----------------    ------------     -------
Quality Income                             $1,000.00   $888.83        -11.12%

High Yield                                 $1,000.00   $886.68        -11.33%

LA Growth & Income                         $1,000.00   $957.93         -4.21%

Stock Index                                $1,000.00   $930.47         -6.95%

Money Market                               $1,000.00   $973.53         -2.65%

VKM Growth & Income                        $1,000.00   $885.72        -11.43%
</TABLE>



<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/92
VALUATION DATE:             12/31/93


QUALITY INCOME
- ----------------                                                               
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     12.753941        78.407        78.407     $1,000.00
12/29/93          Value before Withdrawal Charge                       13.965941         0.000        78.407     $1,095.03
12/29/93          Withdrawal Charge             0.05       ($50.00)    13.965941        (3.580)       74.827     $1,045.03
12/29/93          Contract Fee                              ($4.36)    13.965941        (0.312)       74.515     $1,040.67
12/29/93          Remaining Value                                      13.965941         0.000        74.515     $1,040.67
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- -----------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     14.990335        66.710        66.710     $1,000.00
12/29/93          Value before Withdrawal Charge                       18.020405         0.000        66.710     $1,202.13
12/29/93          Withdrawal Charge             0.05       ($50.00)    18.020405        (2.775)       63.935     $1,152.13
12/29/93          Contract Fee                              ($5.63)    18.020405        (0.312)       63.623     $1,146.50
12/29/93          Remaining Value                                      18.020405         0.000        63.623     $1,146.50
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     14.504325        68.945        68.945     $1,000.00
12/29/93          Value before Withdrawal Charge                       16.424494         0.000        68.945     $1,132.39
12/29/93          Withdrawal Charge             0.05       ($50.00)    16.424494        (3.044)       65.901     $1,082.39
12/29/93          Contract Fee                              ($5.13)    16.424494        (0.312)       65.588     $1,077.26
12/29/93          Remaining Value                                      16.424494         0.000        65.588     $1,077.26
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX  
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     11.054434        90.461        90.461     $1,000.00
12/29/93          Value before Withdrawal Charge                       11.866746         0.000        90.461     $1,073.48
12/29/93          Withdrawal Charge             0.05       ($50.00)    11.866746        (4.213)       86.248     $1,023.48
12/29/93          Contract Fee                              ($3.70)    11.866746        (0.312)       85.936     $1,019.78
12/29/93          Remaining Value                                      11.866746         0.000        85.936     $1,019.78
</TABLE>


<TABLE>
<CAPTION>
MONEY MARKET 
- --------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     10.457561        95.625        95.625     $1,000.00
12/29/93          Value before Withdrawal Charge                       10.610022         0.000        95.625     $1,014.58
12/29/93          Withdrawal Charge             0.05       ($50.00)    10.610022        (4.713)       90.912       $964.58
12/29/93          Contract Fee                              ($3.31)    10.610022        (0.312)       90.600       $961.27
12/29/93          Remaining Value                                      10.610022         0.000        90.600       $961.27
</TABLE>


<TABLE>
<CAPTION>
VKM GROWTH & INCOME
- --------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/92          Purchase                               $1,000.00     10.470566        95.506        95.506     $1,000.00
12/29/93          Value before Withdrawal Charge                       11.919342         0.000        95.506     $1,138.37
12/29/93          Withdrawal Charge             0.05       ($50.00)    11.919342        (4.195)       91.311     $1,088.37
12/29/93          Contract Fee                              ($3.72)    11.919342        (0.312)       90.999     $1,084.65
12/29/93          Remaining Value                                      11.919342         0.000        90.999     $1,084.65
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/93
ANNUALIZED
<S>                              <C>                 <C>              <C>  
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- -------------                    ----------------    ------------     -------
Quality Income                    $1,000.00          $1,040.67          4.07%

High Yield                        $1,000.00          $1,146.50         14.65%

LA Growth & Income                $1,000.00          $1,077.26          7.73%

Stock Index                       $1,000.00          $1,019.78          1.98%

Money Market                      $1,000.00            $961.27         -3.87%

VKM Growth & Income               $1,000.00          $1,084.65          8.46%
</TABLE>



<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/91
VALUATION DATE:             12/31/92


QUALITY INCOME
- ----------------                                        
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     12.020179        83.193        83.193     $1,000.00
12/29/92          Value before Withdrawal Charge                       12.753941         0.000        83.193     $1,061.04
12/29/92          Withdrawal Charge             0.05       ($50.00)    12.753941        (3.920)       79.273     $1,011.04
12/29/92          Contract Fee                              ($5.14)    12.753941        (0.403)       78.870     $1,005.90
12/29/92          Remaining Value                                      12.753941         0.000        78.870     $1,005.90
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD 
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     12.754429        78.404        78.404     $1,000.00
12/29/92          Value before Withdrawal Charge                       14.990335         0.000        78.404     $1,175.30
12/29/92          Withdrawal Charge             0.05       ($50.00)    14.990335        (3.335)       75.069     $1,125.30
12/29/92          Contract Fee                              ($6.04)    14.990335        (0.403)       74.666     $1,119.26
12/29/92          Remaining Value                                      14.990335         0.000        74.666     $1,119.26
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME 
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     12.725687        78.581        78.581     $1,000.00
12/29/92          Value before Withdrawal Charge                       14.504325         0.000        78.581     $1,139.77
12/29/92          Withdrawal Charge             0.05       ($50.00)    14.504325        (3.447)       75.134     $1,089.77
12/29/92          Contract Fee                              ($5.85)    14.504325        (0.403)       74.731     $1,083.92
12/29/92          Remaining Value                                      14.504325         0.000        74.731     $1,083.92
</TABLE>

<TABLE>
<CAPTION>
STOCK INDEX
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     10.553371        94.756        94.756     $1,000.00
12/29/92          Value before Withdrawal Charge                       11.054434         0.000        94.756     $1,047.48
12/29/92          Withdrawal Charge             0.05       ($50.00)    11.054434        (4.523)       90.233       $997.48
12/29/92          Contract Fee                              ($4.46)    11.054434        (0.403)       89.830       $993.02
12/29/92          Remaining Value                                      11.054434         0.000        89.830       $993.02
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
- --------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/91          Purchase                               $1,000.00     10.209267        97.950        97.950     $1,000.00
12/29/92          Value before Withdrawal Charge                       10.458092         0.000        97.950     $1,024.37
12/29/92          Withdrawal Charge             0.05       ($50.00)    10.458092        (4.781)       93.169       $974.37
12/29/92          Contract Fee                              ($4.22)    10.458092        (0.403)       92.766       $970.16
12/29/92          Remaining Value                                      10.458092         0.000        92.766       $970.16
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/92
ANNUALIZED
<S>                              <C>                 <C>              <C>  
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ---------------                  ---------------     ------------     ------
Quality Income                    $1,000.00           $1,005.90          0.59%

High Yield                        $1,000.00           $1,119.26         11.93%

LA Growth & Income                $1,000.00           $1,083.92          8.39%

Stock Index                       $1,000.00             $993.02         -0.70%

Money Market                      $1,000.00             $970.16         -2.98%
</TABLE>



<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/90
VALUATION DATE:             12/31/91


QUALITY INCOME 
- ---------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/90          Purchase                               $1,000.00     10.618874        94.172        94.172     $1,000.00
12/29/91          Value before Withdrawal Charge                       12.020179         0.000        94.172     $1,131.96
12/29/91          Withdrawal Charge             0.05       ($56.60)    12.020179        (4.709)       89.463     $1,075.37
12/29/91          Contract Fee                              ($7.44)    12.020179        (0.619)       88.844     $1,067.93
12/29/91          Remaining Value                                      12.020179         0.000        88.844     $1,067.93
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD
- ------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/90          Purchase                               $1,000.00     10.064260        99.362        99.362     $1,000.00
12/29/91          Value before Withdrawal Charge                       12.754429         0.000        99.362     $1,267.30
12/29/91          Withdrawal Charge             0.05       ($63.36)    12.754429        (4.968)       94.393     $1,203.93
12/29/91          Contract Fee                              ($7.89)    12.754429        (0.619)       93.775     $1,196.04
12/29/91          Remaining Value                                      12.754429         0.000        93.775     $1,196.04
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME   
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/90          Purchase                               $1,000.00     10.146589        98.555        98.555     $1,000.00
12/29/91          Value before Withdrawal Charge                       12.725687         0.000        98.555     $1,254.18
12/29/91          Withdrawal Charge             0.05       ($62.71)    12.725687        (4.928)       93.628     $1,191.47
12/29/91          Contract Fee                              ($7.88)    12.725687        (0.619)       93.008     $1,183.59
12/29/91          Remaining Value                                      12.725687         0.000        93.008     $1,183.59
</TABLE>

<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/91
ANNUALIZED
<S>                              <C>                 <C>              <C> 
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- -------------                    ---------------     -----------      -------
Quality Income                    $1,000.00           $1,067.93         6.79%

High Yield                        $1,000.00           $1,196.04        19.60%

LA Growth & Income                $1,000.00           $1,183.59        18.36%
</TABLE>



<TABLE>
<CAPTION>
VARIABLE  ANNUITY
YEAR-TO-DATE RETURN         STANDARD
ORIGINAL PURCHASE:          12/31/89
VALUATION DATE:             12/31/90


QUALITY INCOME
- ---------------                                             
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/89          Purchase                               $1,000.00      9.966029       100.341       100.341     $1,000.00
12/29/90          Value before Withdrawal Charge                       10.618874         0.000       100.341     $1,065.51
12/29/90          Withdrawal Charge             0.05       ($50.00)    10.618874        (4.709)       95.632     $1,015.51
12/29/90          Contract Fee                              ($1.08)    10.618874        (0.102)       95.531     $1,014.43
12/29/90          Remaining Value                                      10.618874         0.000        95.531     $1,014.43
</TABLE>

<TABLE>
<CAPTION>
HIGH YIELD   
- -----------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/89          Purchase                               $1,000.00     10.020510        99.795        99.795     $1,000.00
12/29/90          Value before Withdrawal Charge                       10.064260         0.000        99.795     $1,004.37
12/29/90          Withdrawal Charge             0.05       ($50.00)    10.064260        (4.968)       94.827       $954.37
12/29/90          Contract Fee                              ($1.08)    10.064260        (0.107)       94.720       $953.28
12/29/90          Remaining Value                                      10.064260         0.000        94.720       $953.28
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME 
- ------------------
<S>               <C>                           <C>      <C>          <C>          <C>            <C>             <C>
                                                                                    Units This         Total        Total
Date              Transaction Type               Rate    Amount       Unit Value   Transaction    Units Held        Value
- ----              ----------------               ----    ------       ----------   -----------    ----------        -----
12/31/89          Purchase                               $1,000.00     10.063418        99.370        99.370     $1,000.00
12/29/90          Value before Withdrawal Charge                       10.146589         0.000        99.370     $1,008.26
12/29/90          Withdrawal Charge             0.05       ($50.00)    10.146589        (4.928)       94.442       $958.26
12/29/90          Contract Fee                              ($1.08)    10.146589        (0.106)       94.336       $957.18
12/29/90          Remaining Value                                      10.146589         0.000        94.336       $957.18
</TABLE>


<TABLE>
<CAPTION>
VA  STANDARD  YEAR-TO-DATE  RETURN
VALUATION  DATE  -  12/29/90
ANNUALIZED
<S>                              <C>                 <C>              <C>     
                                                     Total Value       Total
Portfolio                        Purchase Amount     Units Held       Return
- ----------------                 ---------------     -------------    ------
Quality Income                    $1,000.00          $1,014.43          1.44%

High Yield                        $1,000.00            $953.28         -4.67%

LA Growth & Income                $1,000.00            $957.18         -4.28%
</TABLE>





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission