COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1998-10-13
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                                                  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 13 investment  choices a fixed account which offers an
interest rate which is guaranteed by Cova, and 12 investment  portfolios  listed
below. The 12 investment  portfolios are part of Cova Series Trust,  Lord Abbett
Series Fund, Inc. and 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 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 (not currently available)
 
Lord Abbett Series Fund, Inc.:
 Managed by Lord, Abbett & Co.
     Growth and Income

 General American Capital Company:

 Managed by Conning Asset
 Management Company
     Money Market

The Cova Series Trust Lord Abbett  Growth and Income  Portfolio is not currently
available. (Check with your broker regarding future availability.)

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, 1998. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information  regarding  registrants that file  electronically with the
SEC.  The Table of Contents of the SAI is on Page 14 of this  prospectus.  For a
free copy of the SAI, call us at (800)  523-1661 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, 1998

TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     2

  SUMMARY                                                    3

  FEE TABLE                                                  5

  EXAMPLES                                                   6

  1. THE ANNUITY CONTRACT                                    7

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                     7

  3. PURCHASE                                                7
     Purchase Payments                                       7
     Allocation of Purchase Payments                         7
     Accumulation Units                                      8

  4. INVESTMENT OPTIONS                                      8
     Cova Series Trust                                       8
     Lord Abbett Series Fund, Inc.                           8
     General American Capital Company                        8
     Transfers                                               8
     Dollar Cost Averaging Program                           9
     Automatic Rebalancing Program                           9
     Approved Asset Allocation Programs                      9
     Voting Rights                                           9
     Substitution                                            9

  5. EXPENSES                                                9
     Insurance Charges                                       9
     Contract Maintenance Charge                            10
     Withdrawal Charge                                      10
     Reduction or Elimination of the
        Withdrawal Charge                                   10
     Premium Taxes                                          10
     Transfer Fee                                           10
     Income Taxes                                           10
     Investment Portfolio Expenses                          10

  6. TAXES                                                  10
     Annuity Contracts in General                           10
     Qualified and Non-Qualified Contracts                  10
     Withdrawals - Non-Qualified Contracts                  11
     Withdrawals - Qualified Contracts                      11
     Withdrawals - Tax-Sheltered Annuities                  11
     Diversification                                        11

  7. ACCESS TO YOUR MONEY                                   11
     Systematic Withdrawal Program                          11

  8. PERFORMANCE                                            11

  9. DEATH BENEFIT                                          12
     Upon Your Death                                        12
     Death of Annuitant                                     13

 10. OTHER INFORMATION                                       13
      Cova                                                   13
      The Separate Account                                   13
      Distributor                                            14
      Ownership                                              14
      Beneficiary                                            14
      Assignment                                             14
      Suspension of Payments or Transfers                    14
      Financial Statements                                   14

 TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION                                      14

 APPENDIX A                                                 A-1

 APPENDIX B                                                 B-1

 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                                           7
 Accumulation Unit                                            8
 Annuitant                                                    7
 Annuity Date                                                 7
 Annuity Options                                              7
 Annuity Payments                                             7
 Annuity Unit                                                 8
 Beneficiary                                                 14
 Fixed Account                                                7
 Income Phase                                                 7
 Investment Portfolios                                        8
 Joint Owner                                                 14
 Non-Qualified                                               10
 Owner                                                       14
 Purchase Payment                                             7
 Qualified                                                   10
 Tax Deferral                                                10

SUMMARY

The sections in this Summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.

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 12
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. 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 12 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. 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  $500 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:

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

MANAGED BY LORD, ABBETT & CO.
   Bond Debenture (a "high yield" portfolio under
   California insurance regulations)
   Growth and Income
   Mid-Cap Value
   Large Cap Research
   Developing Growth
   Lord Abbett Growth and Income (not currently available)

MANAGED BY CONNING ASSET
MANAGEMENT COMPANY
   Money Market

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  maintenance  charge from your  contract.
During the accumulation phase, 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.

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,
if applicable, which ranges from 0% - 4% depending upon the state.

There are also  investment  charges which currently range from .205% to 1.10% of
the  average  daily  value  of  the  investment  portfolio  depending  upon  the
investment portfolio.

6. TAXES:

Your  earnings  are not taxed  until you take  them out.  If you take  money out
during the accumulation phase,  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.  Each  purchase  payment you add to your contract has
its own 5 year  withdrawal  charge  period.  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.

8. PERFORMANCE:

The value of the contract  will vary up or down  depending  upon the  investment
performance  of  the   Portfolio(s)  you  choose.   Cova  provides   performance
information  in Appendix B and the SAI. Past  performance  is not a guarantee of
future results.

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.

10. OTHER INFORMATION:

Free Look. If you cancel the contract  within 10 days after receiving it (or, in
the state of  California,  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 reserve the right to put
your money in the Money Market Fund 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:

o  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.

o  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.

o  You can  arrange  to  automatically  readjust  the money  between  investment
   portfolios  periodically  to keep the blend you select.  We call this feature
   Automatic Rebalancing.

o  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

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%

<TABLE>
<CAPTION>
 Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)

                                                                                                 
                                                                                   Other Expenses
                                                                                   (after expense
                                                Management          12b-1         reimbursement for            Total Annual
                                                   Fees             Fees        certain Portfolios)         Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust (a)
Managed by J.P. Morgan
Investment Management Inc.

<S>                                                <C>                                  <C>                       <C> 
       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(b)                            1.00%             _ _                .10%                     1.10%
       Large Cap Research(b)                       1.00%             _ _                .10%                     1.10%
       Developing Growth(b)                        .90%              _ _                .10%                     1.00%
       Lord Abbett Growth and Income (c)           .65%              - -                .10%                      .75%
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.

       Growth and Income(d)                        .50%             .15%                .02%                      .67%
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company

       Money Market                                .125%             _ _                .08%                      .205%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) 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,  the percentages shown for total annual portfolio expenses (on an
annualized basis) for the year or period ended December 31, 1997 would have been
1.00% for the Select Equity Portfolio,  1.39% for the Small Cap Stock Portfolio,
1.53%  for the  International  Equity  Portfolio,  1.08%  for the  Quality  Bond
Portfolio, 1.08% for the Large Cap Stock Portfolio, 1.07% for the Bond Debenture
Portfolio,  8.41% for the  Mid-Cap  Value  Portfolio,  10.04%  for the Large Cap
Research Portfolio and 9.00% for the Developing Growth Portfolio.

(b) Annualized.  The Portfolio commenced regular investment operations on August
20, 1997.

(c) Estimated. The Portfolio has not yet commenced investment operations.

(d) 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. For the year ending December 31, 1998, the 12b-1 plan fees
are  estimated to be .15%.  The examples  below for this  Portfolio  reflect the
estimated 12b-1 fees.
</FN>
</TABLE>

<TABLE>
<CAPTION>
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.

                                                                          Time Periods
                                                  1 year          3 years           5 years          10 years
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.

<S>                                                   <C>             <C>             <C>                <C>    
       Select Equity                              (a) $ 73.80     (a) $ 118.16     (a)$169.99        (a) $266.24
                                                  (b) $ 23.80     (b) $  73.16     (b)$124.99        (b) $266.24
       Large Cap Stock                            (a) $ 72.80     (a) $ 115.15     (a)$164.95        (a) $256.13
                                                  (b) $ 22.80     (b) $  70.15     (b)$119.95        (b) $256.13
       Small Cap Stock                            (a) $ 74.80     (a) $ 121.17     (a)$175.00        (a) $276.23
                                                  (b) $ 24.80     (b) $  76.17     (b)$130.00        (b) $276.23
       International Equity                       (a) $ 74.80     (a) $ 121.17     (a)$175.00        (a) $276.23
                                                  (b) $ 24.80     (b) $  76.17     (b)$130.00        (b) $276.23
       Quality Bond                               (a) $ 71.79     (a) $ 112.12     (a)$159.89        (a) $245.92
                                                  (b) $ 21.79     (b) $  67.12     (b)$114.89        (b) $245.92
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.
       Bond Debenture (a "high yield"
       portfolio under California                 (a) $ 73.80     (a) $ 118.16     (a)$169.99        (a) $266.24
       insurance regulations)                     (b) $ 23.80     (b) $  73.16     (b)$124.99        (b) $266.24
       Mid-Cap Value                              (a) $ 76.30     (a) $ 125.66
                                                  (b) $ 26.30     (b) $  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) $ 72.80     (a) $ 115.15
                                                  (b) $ 22.80     (b) $  70.15
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.

       Growth and Income                          (a) $ 71.99     (a) $112.73      (a)$160.90        (a) $247.97
                                                  (b) $ 21.99     (b) $ 67.73      (b)$115.90        (b) $247.97
- ------------------------------------------------------------------------------------------------------------------------------------

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.   During  the  accumulation   phase,   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.   Premium taxes are not reflected.  Premium taxes may apply  depending on the
     state where you live.

6.   The assumed average contract size is $30,000.

7.   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 12
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. 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 or any other annuity option
acceptable to Cova.  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 $500 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, in the state of California,  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 reserve
the right to put your  purchase  payment  in the Money  Market  Fund of  General
American  Capital  Company for 15 days before we  allocate  your first  purchase
payment  to the  investment  portfolio(s)  you have  selected.  Currently,  Cova
directly  allocates your purchase  payment to the investment  portfolios  and/or
fixed account you select.

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 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 12 investment portfolios which are listed 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  Investment  Advisory  Corporation  (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

THE COVA SERIES TRUST LORD ABBETT  GROWTH AND INCOME  PORTFOLIO IS NOT CURRENTLY
AVAILABLE. (CHECK WITH YOUR BROKER REGARDING FUTURE AVAILABILITY.)

Lord Abbett Series Fund, Inc.

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

   Money Market Fund

Transfers

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

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.

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.

Dollar Cost Averaging Program

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount each month from the Money Market Fund 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 Dollar  Cost  Averaging
Program is available only during the accumulation phase.

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

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.
The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase. 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 2 1/2 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 when Cova becomes 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  cannot be  increased.  

Cova  will not  deduct  this  charge  during  the accumulation  phase  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,
becomes  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  (confinement must begin after
the first contract anniversary) 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-sharing 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.

When you make a withdrawal,  the amount of the death benefit may be reduced. See
Section 9. Death Benefits.  

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.

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.

For periods  starting prior to the date the contracts  were first  offered,  the
performance  will be based on the historical  performance  of the  corresponding
investment  portfolios  for the  periods  commencing  from the date on which the
particular investment portfolio was made available through the Separate Account.
In addition, for certain investment portfolios, performance may be shown for the
period  commencing  from the inception date of the investment  portfolio.  These
figures should not be interpreted  to reflect actual  historical  performance of
the Separate Account.

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.

Beginning May 1, 1998,  at the time you buy the  contract,  you can select Death
Benefit  Option A or B. If no option is  chosen on the forms  provided  by Cova,
Option A will be your death benefit.  If at the time you buy your contract,  the
endorsements  for Death Benefit  Options A and B are not approved in your state,
Death  Benefit  Option D will be your  death  benefit  until the  death  benefit
endorsements  are approved.  When both death benefit  endorsements are approved,
you will be given an  opportunity to choose between Option A or B. You will have
60 days to make this  selection.  If you fail to make an  election  during  this
time, your death benefit will  automatically be enhanced to Death Benefit Option
B.

If you  bought  your  contract  before  May 1,  1998,  you will  have a one time
election for a 60 day period, to choose Death Benefit Option B or C on your next
contract  anniversary  after  May 1,  1998 (or for a 60 day  period  after  both
endorsements are approved in your state). If you fail to make an election during
the 60 day period,  your death benefit will  automatically  be enhanced to Death
Benefit Option B. If on May 1, 1998, you or the joint owner are age 80 or older,
you will be unaffected by the changes in death benefits.  Death Benefit Option D
will continue to be your death benefit.

The death  benefits are described  below.  If you have a joint owner,  the death
benefit is  determined  based on the age of the oldest joint owner and the death
benefit is payable on the death of the first joint owner.

DEATH BENEFIT OPTION A

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

1.   Total 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 greatest adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each contract  anniversary prior to the date of your or
your joint owner's  death,  and on each day a purchase  payment or withdrawal is
made. On the contract anniversary, if the current contract value is greater than
the GACV, the GACV will be increased to the current value of your contract. If a
purchase  payment is made, the amount of the purchase  payment will increase the
GACV. If a withdrawal is made, the GACV will be reduced by the sum of the amount
withdrawn (and any associated  withdrawal  charges) divided by the value of your
contract  immediately  before the withdrawal  multiplied by the GACV immediately
prior to the  withdrawal.  The  following  example  describes  the  effect  of a
withdrawal on the GACV:

Example:

   Assumed facts for example:

   $ 10,000 current GACV

   $ 8,000 contract value

   $2,100 partial withdrawal ($ 2,000 withdrawal + $100
     withdrawal charge)

   New GACV = $10,000 -  [($2,100  / $8,000) X  $10,000]  which  results  in the
   current GACV of $10,000 being reduced by $2,625 

   The new GACV is $7,375.

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

1.   Total purchase  payments  made,  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 greatest adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each  contract  anniversary  on or before your, or your
joint owner's,  80th birthday,  and on each day a purchase payment or withdrawal
is made. On the contract  anniversary  on or before your, or your joint owner's,
80th birthday,  if the current contract value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made, the example above explains the effect of a withdrawal on the
GACV.

DEATH BENEFIT OPTION B

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

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals) accumulated at an annual rate of 4% 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  greatest  of the values of your  contract  resulting  from  taking the
     contract value on any five (5) year contract  anniversary prior to your, or
     your joint  owner's  death,  plus any payments you made  subsequent to that
     contract anniversary, less any withdrawals (and any withdrawal charges paid
     on the withdrawals) subsequent to that contract anniversary.

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

1.   Total purchase payments made on or before your, or your joint owner's, 80th
     birthday,  less any  withdrawals  (and any  withdrawal  charges paid on the
     withdrawals)  accumulated  at an annual rate of 4% until you, or your joint
     owner,  reach  age 80 plus  any  subsequent  purchase  payments,  less  any
     subsequent   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  greatest  of the  values of the  contract  resulting  from  taking the
     contract value on any prior five (5) year contract anniversary on or before
     your or your joint owner's 80th birthday,  plus any purchase  payments made
     after that contract  anniversary,  less any withdrawals (and any withdrawal
     charges paid on the withdrawals) made after that contract anniversary.

DEATH BENEFIT OPTION C

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

1.   Total 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 greatest adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract anniversary prior to your or your joint owner's death and on
each  subsequent  day a purchase  payment or withdrawal is made. On the contract
anniversary,  if the current  contract  value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made,  the GACV will be reduced by the amount  withdrawn  (and any
associated withdrawal charges) divided by the value of your contract immediately
before  the  withdrawal   multiplied  by  the  GACV  immediately  prior  to  the
withdrawal.  The example above under Death Benefit  Option A explains the effect
of a withdrawal on the GACV under this death benefit option.

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

1.   Total purchase  payments  made,  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 greatest adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract  anniversary on or before your, or your joint owner's,  80th
birthday,  and on each subsequent day a purchase  payment or withdrawal is made.
On the contract  anniversary  on or before  your,  or your joint  owner's,  80th
birthday,  if the current contract value is greater than the GACV, the GACV will
be increased to the current  value of your  contract.  If a purchase  payment is
made, the amount of the purchase payment will increase the GACV. If a withdrawal
is made,  the GACV will be reduced by the sum of the amount  withdrawn  (and any
associated withdrawal charges) divided by the value of your contract immediately
before  the  withdrawal,  multiplied  by  the  GACV  immediately  prior  to  the
withdrawal.  The example above under Death Benefit  Option A explains the effect
of a withdrawal on the GACV under this death benefit option.

DEATH BENEFIT OPTION D

In  certain  states,  the  Death  Benefit  Options  described  above  may not be
available,  in which case you will have Death Benefit  Option D. When your state
approves  the  endorsements  for Option A or C and Option B, your death  benefit
will change. See the section above for details.

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

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals)  accumulated at an annual rate of 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 any withdrawals (and any withdrawal charges
     paid on the withdrawals)  accumulated at an annual rate of 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).

CHECK YOUR CONTRACT AND APPLICABLE ENDORSEMENT FOR YOUR DEATH BENEFIT.

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 but,
under  certain  circumstances,   may  be  paid  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.

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
     Federal 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.  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         Year or Period             of Operations
                                                 Ended 12/31/97         Ended 12/31/96           through 12/31/95

- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by Lord Abbett & Co.

Bond Debenture Sub-Account
<S>                                                    <C>                    <C>                             
     Beginning of Period                               $11.30                 $10.15                         *
     End of Period                                     $12.88                  11.30
     Number of Accum. Units
       Outstanding                                    347,400                 39,545
- ------------------------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account

     Beginning of Period                               $10.05                      *                         *
     End of Period                                     $10.47
     Number of Accum. Units
       Outstanding                                      8,510

Developing Growth Sub-Account

     Beginning of Period                               $10.83                      *                         *
     End of Period                                     $10.53
     Number of Accum. Units
       Outstanding                                      6,039

- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* 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 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 dates 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;  May 20, 1996 for the Quality
Bond and Bond  Debenture  Portfolios;  and  November 7, 1997 for the  Developing
Growth and  Mid-Cap  Value  Portfolios.  The  accumulation  unit  values for the
beginning of the period for the General  American  Capital  Company Money Market
Sub-Account  reflect  the date  they  were  first  offered  for sale  under  the
contracts  which was on December 4, 1997. The Separate  Account had not invested
in the  following  Portfolios  which  are  advised  by Lord,  Abbett & Co. as of
December 31, 1997: Large Cap Research and Lord Abbett Growth and Income.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Accumulation Unit Value History (continued)

                                                                                             Period from Commencement
                                                 Year or Period         Year or Period             of Operations
                                                 Ended 12/31/97         Ended 12/31/96           through 12/31/95

- ------------------------------------------------------------------------------------------------------------------------------------

Managed by J.P. Morgan
Investment Management Inc.

Select Equity Sub-Account
<S>                                                    <C>                    <C>                             
     Beginning of Period                               $10.84                 $10.15                         *
     End of Period                                     $14.05                  10.84
     Number of Accum. Units
       Outstanding                                    700,550                185,509
- ------------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account

     Beginning of Period                               $11.31                 $10.91
     End of Period                                     $13.49                  11.31
     Number of Accum. Units
       Outstanding                                    487,580                113,118

International Equity Sub-Account

     Beginning of Period                               $10.97                 $10.10                         *
     End of Period                                     $11.46                  10.97
     Number of Accum. Units
       Outstanding                                    554,105                124,032

Quality Bond Sub-Account

     Beginning of Period                               $10.37                 $ 9.95                         *
     End of Period                                     $11.16                  10.37
     Number of Accum. Units
       Outstanding                                    234,643                 64,534
- ------------------------------------------------------------------------------------------------------------------------------------

Large Cap Stock Sub-Account

     Beginning of Period                               $11.34                 $10.16                         *
     End of Period                                     $14.89                  11.34
     Number of Accum. Units
       Outstanding                                    686,677                126,231
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Growth and Income Sub-Account

     Beginning of Period                               $25.09                 $21.31                    $19.54
     End of Period                                     $30.84                  25.09                     21.31
     Number of Accum. Units Outstanding               791,310                375,304                   125,555
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Money Market Sub-Account

     Beginning of Period                               $10.63                      *                         *
     End of Period                                     $10.67
     Number of Accum. Units Outstanding                14,091

- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* 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 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 dates 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;  May 20, 1996 for the Quality
Bond and Bond  Debenture  Portfolios;  and  November 7, 1997 for the  Developing
Growth and  Mid-Cap  Value  Portfolios.  The  accumulation  unit  values for the
beginning of the period for the General  American  Capital  Company Money Market
Sub-Account  reflect  the date  they  were  first  offered  for sale  under  the
contracts  which was on December 4, 1997. The Separate  Account had not invested
in the  following  Portfolios  which  are  advised  by Lord,  Abbett & Co. as of
December 31, 1997: Large Cap Research and Lord Abbett Growth and Income.
</FN>
</TABLE>


APPENDIX B
PERFORMANCE INFORMATION

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

Part 1

J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser  to 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  following  portfolios  of Cova Series Trust:  Bond  Debenture,  Mid-Cap
Value,  Large Cap  Research and  Developing  Growth.  Lord,  Abbett & Co. is the
investment  adviser  for  Lord  Abbett  Series  Fund,  Inc.  Growth  and  Income
Portfolio.  Conning Asset Management Company is the adviser for General American
Capital  Company Money Market Fund.  All of these  portfolios  began  operations
before May 1, 1998. As a result,  performance  information  is available for the
accumulation  unit  values  investing  in these  portfolios.  

Column A presents  performance  figures for the accumulation units which reflect
the  insurance  charges  as well as the  fees  and  expenses  of the  investment
portfolio.  Column B 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.  The
inception  dates  shown  below  reflect  the dates the  Separate  Account  first
invested in the Portfolio.

<TABLE>
<CAPTION>
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance
                                                                        Column A                               Column B
                                                               (reflects insurance charges               (reflects all charges
                                                                 and portfolio expenses)                and portfolio expenses)

- ------------------------------------------------------------------------------------------------------------------------------------

                                 Separate Account Inception                    Since                                  Since
Portfolio                        Date in Portfolio               1 yr          Inception                  1 yr        Inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>  <C>                    <C>           <C>                        <C>          <C>   
   Select Equity                     5/15/96                     29.67%        22.08%                     24.47%       19.23%
   Small Cap Stock                   5/15/96                     19.31%        13.94%                     14.12%       10.98%
   International Equity              5/14/96                      4.52%         8.07%                     (0.64)%       5.07%
   Quality Bond                      5/20/96                      7.58%         7.32%                      2.43%        4.28%
   Large Cap Stock                   5/16/96                     31.36%        26.51%                     26.15%       23.69%
   Bond Debenture                    5/20/96                     14.05%        15.91%                      8.87%       12.97%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 1 Lord Abbett Series Fund, Inc.

Average Annual Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance
                                                                       Column A                                Column B
                                                              (reflects insurance charges                (reflects all charges
                                                                and portfolio expenses)                 and portfolio expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                              Separate Account Inception                       Since                                     Since
Portfolio                     Date in Portfolio             1 yr               Inception              1 yr               Inception
                                                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>  <C>             <C>                 <C>                   <C>                  <C>   
   Growth and Income                  7/20/95              22.91%              20.45%                17.48%               18.53%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 1 General American Capital Company Money Market Fund
Average Annual Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                      Accumulation Unit Performance
                                                                               Column A                         Column B
                                                                         (reflects insurance charges      (reflects all charges
                                                                        and portfolio expenses)          and portfolio expenses)

- ------------------------------------------------------------------------------------------------------------------------------------
                             Separate Account Inception
Portfolio                    Date in Portfolio                               Since Inception                 Since Inception

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>  <C>                                             <C>                           <C>    
   Money Market              12/4/97                                              .34%                          (4.81)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


PART 2

Shares of the  General  American  Capital  Company  Money  Market Fund were made
available under the contract on May 1, 1997. Shares of the Select Equity,  Small
Cap  Stock,  International  Equity,  Quality  Bond,  Large  Cap  Stock  and Bond
Debenture  Portfolios  of Cova Series Trust were offered  under the contracts on
May 1, 1996 and shares of the Mid-Cap  Value,  Large Cap Research and Developing
Growth  Portfolios  of Cova Series  Trust were  offered  under the  contracts on
November 15, 1997.  However,  certain  Portfolios  have been in existence  for a
longer time and therefore have an investment  performance  history.  In order to
show how the historical  performance of the Portfolios affects accumulation unit
values, we have developed performance information.

The chart below  shows the  investment  performance  of the  Portfolios  and the
accumulation  unit performance  calculated by assuming that  accumulation  units
were invested in the Portfolios for the same periods.

The  performance  figures in Column A for the  Portfolios  reflect  the fees and
expenses paid by the Portfolios.  Column B presents  performance figures for the
accumulation  units which reflect the insurance  charges as well as the fees and
expenses  of the  Portfolios.  Column C  presents  performance  figures  for the
accumulation units which reflect the insurance charges, the contract maintenance
charge,  the fees and  expenses of the  Portfolios,  and assumes that you make a
withdrawal  at the end of the  period and  therefore  the  withdrawal  charge is
reflected.

<TABLE>
<CAPTION>
Part 2 Cova Series Trust
Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                               Column B                         Column C
                                                 Column A                (reflects insurance charges      (reflects all charges
                                           Portfolio Performance        and portfolio expenses)          and portfolio expenses)

- ------------------------------------------------------------------------------------------------------------------------------------
                               Portfolio
   Portfolio                   Inception                since                             since                          since
                               Date       1 yr          inception         1 yr            inception       1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C> <C>   <C>             <C>             <C>               <C>           <C>             <C>   
   Select Equity               5/1/96    31.55%          23.74%          29.67%            21.97%        24.48%          19.33%
   Small Cap Stock             5/1/96    20.89%          17.72%          19.31%            16.10%        14.12%          13.38%
   International Equity        5/1/96     5.96%           8.67%           4.52%             7.14%        (0.64)%          4.31%
   Quality Bond                5/1/96     9.06%           8.87%           7.58%             7.42%         2.43%           4.60%
   Large Cap Stock             5/1/96    33.25%          28.66%          31.36%            26.87%        26.15%          24.29%
   Bond Debenture              5/1/96    15.63%          17.28%          14.05%            15.69%         8.87%          12.97%
   Mid-Cap Value               8/20/97     - -            4.90%            - -              4.68%         - -            (0.54)%
   Large Cap Research          8/20/97     - -           (0.74)%           - -             (1.00)%        - -            (6.21)%
   Developing Growth           8/20/97     - -            5.52%            - -              5.28%         - -             0.06%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 General American Capital Company Money Market Fund
Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                      Accumulation Unit Performance
                                                                               Column B                         Column C
                                                 Column A                (reflects insurance charges      (reflects all charges
                                           Portfolio Performance        and portfolio expenses)          and portfolio expenses)

- ------------------------------------------------------------------------------------------------------------------------------------
                             Portfolio
   Portfolio                 Inception
                             Date         1 yr    5 yrs.    10 yrs.       1 yr    5 yrs.    10 yrs.        1 yr   5 yrs.  10 yrs.
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>  <C>     <C>     <C>       <C>           <C>      <C>       <C>         <C>     <C>       <C>  
   Money Market              10/1/87      5.71%   4.89%     5.99%         4.31%    3.49%     4.59%       (0.79)% (1.11)%   4.49%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 Lord Abbett Series Fund, Inc.
Total Return for the periods ended 12/31/97

- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                      Accumulation Unit Performance
                                                                               Column B                         Column C
                                                 Column A                (reflects insurance charges      (reflects all charges
                                           Portfolio Performance        and portfolio expenses)          and portfolio expenses)

- ------------------------------------------------------------------------------------------------------------------------------------
                             Portfolio
   Portfolio                 Inception                      since                           since                         since
                             Date         1 yr    5 yrs.    inception     1 yr    5 yrs.    inception      1 yr   5 yrs.  inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>   <C>   <C>     <C>       <C>           <C>      <C>       <C>          <C>     <C>      <C>   
   Growth and Income         12/11/89    24.30%  17.90%    16.60%        22.91%   16.28%    14.99%       17.48%  15.25%   14.59%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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, 1998 for The Annuity Contract issued by Cova.

                      (Please print or type and fill in all information)

 ................................................................................
 Name

 ................................................................................
 Address

 ................................................................................
 City                                            State                  Zip Code

CC-851 (5/98)                                                            COVA VA


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