COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1998-12-17
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                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                                       AND

                      COVA FINANCIAL LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ  IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED  OCTOBER  28,  1998  FOR THE
INDIVIDUAL  FIXED AND  VARIABLE  DEFERRED  ANNUITY  CONTRACT  WHICH IS DESCRIBED
HEREIN.

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

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED OCTOBER 28, 1998.



                                TABLE OF CONTENTS

                                                                            Page

COMPANY  ..................................................................3

EXPERTS  ..................................................................3

LEGAL OPINIONS.............................................................3

DISTRIBUTION...............................................................4
         Reduction or Elimination of the Withdrawal Charge.................4

PERFORMANCE INFORMATION....................................................5
         Total Return......................................................5
         Historical Unit Values............................................6
         Reporting Agencies................................................6
         Performance Information...........................................7

FEDERAL TAX STATUS.........................................................7
         General  .........................................................7
         Diversification...................................................8
         Multiple Contracts...............................................10
         Contracts Owned by Other than Natural Persons....................10
         Tax Treatment of Assignments.....................................10
         Income Tax Withholding...........................................11
         Tax Treatment of Withdrawals - Non-Qualified Contracts...........11
         Qualified Plans..................................................11
         Tax Treatment of Withdrawals - Qualified Contracts...............14
         Tax Sheltered Annuities - Withdrawal Limitations.................16

ANNUITY PROVISIONS........................................................16
         Annuity Contract Variable Annuity................................16
         Fixed Annuity....................................................17
         Annuity Unit.....................................................17
         Net Investment Factor............................................17
         Mortality and Expense Guarantee..................................17

FINANCIAL STATEMENTS......................................................17



                                     COMPANY

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

General American is a St. Louis-based mutual company with more than $300 billion
of life insurance in force and  approximately $24 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.

                                     EXPERTS

The  balance  sheets of the Company as of  December  31, 1997 and 1996,  and the
related statements of income, shareholder's equity, and cash flows for the years
ended  December 31, 1997 and 1996, and the periods from June 1, 1995 to December
31, 1995 and January 1, 1995 to May 31,  1995,  and the  statement of assets and
liabilities  of the Separate  Account as of December  31, 1997,  and the related
statement of  operations  for the year or period then ended,  the  statements of
changes in contract  owners' equity for each of the years or periods  presented,
and the financial  highlights for each of the years or periods  presented,  have
been  included  herein in reliance  upon the reports of KPMG Peat  Marwick  LLP,
independent  certified public accountants,  appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.  The report of
KPMG Peat Marwick LLP covering the Company's  financial  statements  referred to
above  contains an  explanatory  paragraph  stating that as a result of its 1995
acquisition,  the  financial  information  for  the  periods  subsequent  to the
acquisition  is presented on a different cost basis than for the period prior to
the acquisition and, therefore, is not comparable.

                                 LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.


                                  DISTRIBUTION

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

Reduction or Elimination of the Withdrawal Charge

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

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

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

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

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

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

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


                             PERFORMANCE INFORMATION

Total Return

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  Accumulation  Unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year,  determined by dividing the increase  (decrease) in value for that unit by
the Accumulation Unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.25% Mortality and Expense Risk Premium,  a .15%  Administrative
Expense  Charge,  the expenses for the  underlying  investment  portfolio  being
advertised  and any  applicable  Contract  Maintenance  Charges  and  Withdrawal
Charges.

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

                                          n
                                 P (1 + T) = ERV

Where:

               P = a hypothetical initial payment of $1,000

               T = average annual total return

               n = number of years

               ERV = ending redeemable value at the end of the time periods used
               (or fractional portion thereof) of a hypothetical  $1,000 payment
               made at the beginning of the time periods used.

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

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

Historical Unit Values

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

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

Reporting Agencies

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

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

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

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

Performance Information

The  Accumulation  Units which invest in the Portfolios  managed by J.P.  Morgan
Investment  Management  Inc.,  Lord,  Abbett  & Co.,  Conning  Asset  Management
Company,  Fidelity  Management  &  Research  Company,  A  I  M  Advisors,  Inc.,
Massachusetts  Financial  Services Company,  Franklin Advisers,  Inc.,  Franklin
Mutual Advisers,  Inc., Templeton  Investment Counsel,  Inc. and Templeton Asset
Management  Ltd.  (collectively,   the  "Existing  Funds")  have  no  meaningful
investment performance history yet. However,  certain Portfolios of the Existing
Funds have been in existence for some time and  consequently  have an investment
performance  history.  In order to demonstrate how investment  experience of the
Existing Funds affect  Accumulation  Unit values,  performance  information  was
developed.  The  information  is based  upon the  historical  experience  of the
Existing Funds and is for the periods shown. The prospectus  contains a chart of
performance information.

Future performance of the Existing Funds will vary and the results shown are not
necessarily  representative  of future  results.  Performance for periods ending
after  those  shown  may  vary   substantially  from  the  examples  shown.  The
performance of the Existing  Funds is calculated for a specified  period of time
by assuming an initial  Purchase  Payment of $1,000  allocated to the Portfolio.
There are  performance  figures for the  Accumulation  Units  which  reflect the
insurance charges as well as the portfolio expenses.  There are also performance
figures for the  Accumulation  Units which  reflect the insurance  charges,  the
contract maintenance charge, the portfolio expenses,  and assume that you make a
withdrawal  at the end of the  period and  therefore  the  withdrawal  charge is
reflected. The percentage increases (decreases)are determined by subtracting the
initial Purchase Payment from the ending value and dividing the remainder by the
beginning  value.  The  performance  may also show figures when no withdrawal is
assumed.

                               FEDERAL TAX STATUS

General

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

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

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

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

Diversification

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

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

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

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

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

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

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

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

Multiple Contracts

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

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

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

Income Tax Withholding

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

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

Tax Treatment of Withdrawals - Non-Qualified Contracts

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

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

Qualified Plans

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

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

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

a.   H.R. 10 Plans

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

b.   Tax-Sheltered Annuities

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

c.   Individual Retirement Annuities

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

         Roth IRAs

Beginning in 1998,  individuals may purchase a new type of  non-deductible  IRA,
known as a Roth IRA.  Purchase  payments for a Roth IRA are limited to a maximum
of $2,000 per year. Lower maximum limitations apply to individuals with adjusted
gross  incomes  between  $95,000 and  $110,000 in the case of single  taxpayers,
between  $150,000  and  $160,000 in the case of married  taxpayers  filing joint
returns,  and  between $0 and  $10,000 in the case of married  taxpayers  filing
separately.  An overall $2,000 annual limitation  continues to apply to all of a
taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year period  beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

d.   Corporate Pension and Profit-Sharing Plans

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

Tax Treatment of Withdrawals - Qualified Contracts

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans),  403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A
(Individual Retirement  Annuities).  To the extent amounts are not includible in
gross income because they have been rolled over to an IRA or to another eligible
Qualified  Plan, no tax penalty will be imposed.  The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on  which  the  Owner or  Annuitant  (as  applicable)  reaches  age 59 1/2;  (b)
distributions  following  the death or  disability of the Owner or Annuitant (as
applicable)  (for this purpose  disability is as defined in Section  72(m)(7) of
the Code);  (c) after  separation from service,  distributions  that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life  expectancy) of the Owner or Annuitant (as  applicable) or the
joint  lives  (or  joint  life  expectancies)  of such  Owner or  Annuitant  (as
applicable) and his or her designated Beneficiary; (d) distributions to an Owner
or Annuitant (as  applicable)  who separated  from service after he has attained
age 55; (e) distributions  made to the Owner or Annuitant (as applicable) to the
extent  such  distributions  do not exceed the amount  allowable  as a deduction
under Code Section 213 to the Owner or  Annuitant  (as  applicable)  for amounts
paid during the taxable  year for medical  care;  (f)  distributions  made to an
alternate  payee  pursuant  to  a  qualified   domestic   relations  order;  (g)
distributions from an Individual  Retirement Annuity for the purchase of medical
insurance  (as described in Section  213(d)(1)(D)  of the Code) for the Owner or
Annuitant (as  applicable)  and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception  will no longer  apply after the Owner or  Annuitant  (as
applicable) has been re-employed for at least 60 days); (h)  distributions  from
an Individual  Retirement Annuity made to the Owner or Annuitant (as applicable)
to the extent such  distributions  do not exceed the qualified  higher education
expenses (as defined in Section  72(t)(7) of the Code) of the Owner or Annuitant
(as applicable) for the taxable year; and (i)  distributions  from an Individual
Retirement  Annuity made to the Owner or  Annuitant  (as  applicable)  which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exceptions  stated in (d) and (f) above do not apply in the case
of an Individual  Retirement Annuity.  The exception stated in (c) above applies
to an Individual  Retirement  Annuity  without the  requirement  that there be a
separation from service.

Generally, distributions from a qualified plan must commence no later than April
1st of the  calendar  year  following  the  later of (a) the  year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

Tax Sheltered Annuities - Withdrawal Limitations

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

                               ANNUITY PROVISIONS

Annuity Contract Variable Annuity

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

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

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

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

Fixed Annuity

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

Annuity Unit

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

Net Investment Factor

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

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

(b)  the  Accumulation  Unit value as of the close of the immediately  preceding
     Valuation Period.

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

Mortality and Expense Guarantee

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

                              FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY ACCOUNT FIVE

Financial Statements

June 30, 1998

Unaudited


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Assets and Liabilities

June 30, 1998

(In thousands of dollars)

Unaudited
- ------------------------------------------------------------------------------------------------------------------------------------


Assets:
   Investments:
      Cova Series Trust:
<S>                                                       <C>                    <C>                         <C>          <C>  
        Quality Income Portfolio-                         74,376 shares at       $ 10.75  per share   (cost      $ 797 )      $ 799
        Money Market Portfolio-                          272,847 shares at        $ 1.00  per share   (cost      $ 273 )        273
        Stock Index Portfolio-                           107,102 shares at       $ 20.40  per share   (cost    $ 1,870 )      2,185
        VKAC Growth and Income Portfolio-                118,237 shares at       $ 17.39  per share   (cost    $ 1,786 )      2,056
        Bond Debenture Portfolio-                        564,915 shares at       $ 12.31  per share   (cost    $ 6,785 )      6,953
        Developing Growth Portfolio-                      38,991 shares at       $ 11.41  per share   (cost      $ 440 )        445
        Large Cap Research Portfolio-                     11,664 shares at       $ 11.40  per share   (cost      $ 131 )        133
        Mid-Cap Value Portfolio-                          35,671 shares at       $ 11.28  per share   (cost      $ 392 )        403
        Quality Bond Portfolio-                          362,188 shares at       $ 10.59  per share   (cost    $ 3,756 )      3,834
        Small Cap Stock Portfolio-                       639,768 shares at       $ 13.26  per share   (cost    $ 7,754 )      8,480
        Large Cap Stock Portfolio-                     1,013,995 shares at       $ 16.35  per share   (cost   $ 13,881 )     16,579
        Select Equity Portfolio-                         988,276 shares at       $ 14.84  per share   (cost   $ 12,893 )     14,669
        International Equity Portfolio-                  709,066 shares at       $ 12.94  per share   (cost    $ 8,235 )      9,172
      Lord Abbett Series Fund, Inc.:                                                      
        Growth and Income Portfolio-                   1,549,510 shares at       $ 21.45  per share   (cost   $ 29,158 )     33,231
      General American Capital Company                                                                                    
        Money Market Fund-                                29,277 shares at       $ 18.74  per share   (cost      $ 545 )        549
      Russell Insurance Funds:                                                            
        Multi-Style Equity Fund-                          12,184 shares at       $ 15.01  per share   (cost      $ 179 )        183
        Aggressive Equity Fund-                            2,618 shares at       $ 13.46  per share   (cost       $ 35 )         35
        Non-US Fund-                                       5,578 shares at       $ 11.07  per share   (cost       $ 60 )         62
        Core Bond Fund-                                   13,349 shares at       $ 10.56  per share   (cost      $ 141 )        141
      AIM Variable Insurance Funds, Inc.:                                                 
        Value Fund-                                        1,535 shares at       $ 24.67  per share   (cost       $ 37 )         38
        Capital Appreciation Fund-                            90 shares at       $ 24.54  per share   (cost        $ 2 )          2
        International Equity Fund-                         4,364 shares at       $ 20.35  per share   (cost       $ 89 )         89
      Alliance Variable Products Series Fund, Inc.:                                       
        Premier Growth Portfolio-                          9,186 shares at       $ 26.92  per share   (cost      $ 237 )        247
        Real Estate Investment Portfolio-                  4,302 shares at       $ 11.30  per share   (cost       $ 50 )         49
      Liberty Variable Investment Trust:                                                  
        Newport Tiger, Variable Series-                       58 shares at        $ 1.26  per share   (cost        $ - )          -
      Goldman Sachs Variable Insurance Trust:                                             
        Growth and Income Fund-                           10,064 shares at       $ 11.39  per share   (cost      $ 116 )        115
        International Equity Fund-                         7,624 shares at       $ 11.95  per share   (cost       $ 92 )         91
        Global Income Fund-                                   10 shares at       $ 10.27  per share   (cost        $ - )          -
      (Kemper) Investors Fund Series:                                                     
        Dreman High Return Portfolio-                        102 shares at        $ 0.98  per share   (cost        $ - )          -
        Small Cap Growth Portfolio-                       14,644 shares at        $ 1.89  per share   (cost       $ 27 )         28
        Small Cap Value Portfolio-                        32,225 shares at        $ 1.23  per share   (cost       $ 41 )         40
        Government Securities Portfolio-                      89 shares at        $ 1.17  per share   (cost        $ - )          -
</TABLE>
                                                                   
                                                                       
                                                                   
See accompanying notes to financial statements.  

                                                                     (Continued)
                                       1

<TABLE>
<CAPTION>
   Investments, continued:                                                                
      MFS Variable Insurance Trust:                                                       
<S>                                                            <C>               <C>                               <C>        <C>
        Bond Series-                                           9 shares at       $ 11.04  per share   (cost        $ - )      $ -
        Research Series-                                   8,067 shares at       $ 18.35  per share   (cost      $ 145 )      148
        Growth with Income Series-                        21,002 shares at       $ 19.09  per share   (cost      $ 395 )      401
        Emerging Growth Series-                           14,615 shares at       $ 19.45  per share   (cost      $ 272 )      284
        Foreign & Colonial Emerging                                                       
          Markets Equity Series-                           2,147 shares at        $ 7.86  per share   (cost       $ 20 )       17
        High Income Series-                                6,464 shares at       $ 12.09  per share   (cost       $ 78 )       78
        World Governments Series-                            321 shares at       $ 10.30  per share   (cost        $ 3 )        3
      Oppenheimer Variable Account Funds:                                                 
        Growth Fund-                                         672 shares at       $ 34.61  per share   (cost       $ 23 )       23
        Growth & Income Fund-                              1,978 shares at       $ 22.12  per share   (cost       $ 44 )       44
        High Income Fund-                                  4,711 shares at       $ 11.51  per share   (cost       $ 54 )       54
        Bond Fund-                                         7,912 shares at       $ 11.99  per share   (cost       $ 93 )       95
        Strategic Bond Fund-                               1,264 shares at        $ 5.14  per share   (cost        $ 7 )        7
      Putnam Variable Trust:                                                              
        Growth and Income Fund-                           16,438 shares at       $ 27.40  per share   (cost      $ 456 )      450
        New Value Fund-                                    1,002 shares at       $ 11.91  per share   (cost       $ 12 )       12
        Vista Fund-                                        2,754 shares at       $ 14.40  per share   (cost       $ 38 )       40
        International Growth Fund-                        23,033 shares at       $ 13.69  per share   (cost      $ 315 )      315
        International New Opportunities Fund-              1,164 shares at       $ 11.56  per share   (cost       $ 14 )       14
      (Fidelity) Variable Insurance Products Fund,                                        
      Fund II, Fund III:                                                                  
        Growth Portfolio-                                      3 shares at       $ 38.32  per share   (cost        $ - )        -
        Contrafund Portfolio                                   5 shares at       $ 21.95  per share   (cost        $ - )        -
        Growth Opportunities Portfolio-                        5 shares at       $ 20.44  per share   (cost        $ - )        -
        Growth & Income Portfolio-                             8 shares at       $ 14.57  per share   (cost        $ - )        -
        Equity-Income Portfolio-                               4 shares at       $ 25.17  per share   (cost        $ - )        -
                                                                                                                         ===========
Total assets                                                                                                               $ 102,866
                                                                                                                         ===========
</TABLE>

See accompanying notes to financial statements.

                                                                     (Continued)

                                       2
<TABLE>
<CAPTION>

Liabilities:                                                                                                          
                                                                                                                      


Contract owners' equity:
<S>                                                       <C>                          <C>                              <C>
   Trust Quality Income-                                  46,255 accumulation units at $ 17.284157  per unit            799
   Trust Money Market-                                    21,607 accumulation units at $ 12.627925  per unit            273
   Trust Stock Index-                                     75,039 accumulation units at $ 29.120238  per unit          2,185
   Trust VKAC Growth and Income-                          85,695 accumulation units at $ 23.993328  per unit          2,056
   Trust Bond Debenture-                                 514,574 accumulation units at $ 13.512820  per unit          6,953
   Trust Developing Growth-                               39,321 accumulation units at $ 11.313756  per unit            445
   Trust Large Cap Research-                              11,717 accumulation units at $ 11.344142  per unit            133
   Trust Mid-Cap Value-                                   35,910 accumulation units at $ 11.209646  per unit            403
   Trust Quality Bond-                                   332,630 accumulation units at $ 11.525627  per unit          3,834
   Trust Small Cap Stock-                                604,932 accumulation units at $ 14.018905  per unit          8,480
   Trust Large Cap Stock-                                938,807 accumulation units at $ 17.659385  per unit         16,579
   Trust Select Equity-                                  928,711 accumulation units at $ 15.795532  per unit         14,669
   Trust International Equity-                           702,336 accumulation units at $ 13.059689  per unit          9,172
   Fund Growth and Income-                               987,161 accumulation units at $ 33.662983  per unit         33,231
   GACC Money Market-                                     50,373 accumulation units at $ 10.891342  per unit            549
   Russell Multi-Style Equity-                            15,243 accumulation units at $ 11.993206  per unit            183
   Russell Aggressive Equity-                              3,302 accumulation units at $ 10.670391  per unit             35
   Russell Non-US                                          5,491 accumulation units at $ 11.242493  per unit             62
   Russell Core Bond-                                     13,610 accumulation units at $ 10.354530  per unit            141
   AIM Value-                                              3,207 accumulation units at $ 11.797664  per unit             38
   AIM Capital Appreciation-                                 197 accumulation units at $ 11.244780  per unit              2
   AIM International Equity-                               7,499 accumulation units at $ 11.834130  per unit             89
   Alliance Premier Growth-                               19,347 accumulation units at $ 12.773593  per unit            247
   Alliance Real Estate-                                   5,218 accumulation units at  $ 9.310281  per unit             49
   Liberty Newport Tiger-                                     10 accumulation units at  $ 7.341000  per unit              -
   Goldman Sachs Growth and Income-                       10,615 accumulation units at $ 10.784483  per unit            115
   Goldman Sachs International-                            7,952 accumulation units at $ 11.448337  per unit             91
   Goldman Sachs Global Income-                               10 accumulation units at $ 10.320498  per unit              -
   Kemper Dreman High Return-                                 10 accumulation units at  $ 9.980000  per unit              -
   Kemper Small Cap Growth-                                2,450 accumulation units at $ 11.264000  per unit             28
   Kemper Small Cap Value-                                 3,878 accumulation units at $ 10.186468  per unit             40
   Kemper Government Securities-                              10 accumulation units at $ 10.307000  per unit              -
   MFS Bond-                                                  10 accumulation units at $ 10.225000  per unit              -
   MFS Research-                                          12,520 accumulation units at $ 11.814415  per unit            148
   MFS Growth with Income-                                34,700 accumulation units at $ 11.543425  per unit            401
   MFS Emerging Growth-                                   23,507 accumulation units at $ 12.082390  per unit            284
   MFS Foreign & Colonial Emerging                                                                      
      Markets Equity-                                      1,940 accumulation units at  $ 8.688515  per unit             17
   MFS High Income-                                        7,496 accumulation units at $ 10.415267  per unit             78
   MFS World Governments-                                    325 accumulation units at $ 10.165697  per unit              3
</TABLE>

                                                                    
                                                                    
See accompanying notes to financial statements. 
                                                                     (Continued)

                                       3
<TABLE>
<CAPTION>
Contract owners' equity, continued:                                                                     
<S>                                                        <C>                         <C>                         <C> 
   Oppenheimer Growth-                                     1,995 accumulation units at $ 11.645438  per unit       $ 23
   Oppenheimer Growth & Income-                            3,884 accumulation units at $ 11.254357  per unit         44
   Oppenheimer High Income-                                5,199 accumulation units at $ 10.423521  per unit         54
   Oppenheimer Bond-                                       9,165 accumulation units at $ 10.341618  per unit         95
   Oppenheimer Strategic Bond-                               631 accumulation units at $ 10.277402  per unit          7
   Putnam Growth & Income-                                41,144 accumulation units at $ 10.936902  per unit        450
   Putnam New Value-                                       1,154 accumulation units at $ 10.327686  per unit         12
   Putnam Vista-                                           3,408 accumulation units at $ 11.628968  per unit         40
   Putnam International Growth-                           26,433 accumulation units at $ 11.918946  per unit        315
   Putnam International New Opportunities-                 1,162 accumulation units at $ 11.570562  per unit         14
   Fidelity Growth-                                           10 accumulation units at $ 11.266000  per unit          -
   Fidelity Contrafund-                                       10 accumulation units at $ 11.202000  per unit          -
   Fidelity Growth Opportunities-                             10 accumulation units at $ 10.583000  per unit          -
   Fidelity Growth & Income-                                  10 accumulation units at $ 11.111000  per unit          -
   Fidelity Equity-Income-                                    10 accumulation units at $ 10.620000  per unit          -
                                                                                                                 -----------
Total contract owners' equity                                                                                    102,866
                                                                                                                 -----------
Total liabilities and contract owners' equity                                                                    $ 102,866
                                                                                                                 ===========
See accompanying notes to financial statements.
</TABLE>


                                       4

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------------------------------------------------------------------------------------


                                                                                                      Cova Series Trust
                                        ---------------------------------------------------------------------------------------
                                           Quality        Money         Stock       VKAC Growth       Bond       Developing    
                                           Income        Market         Index       and Income     Debenture       Growth      


Investment income:
<S>                                  <C>                          <C>          <C>           <C>            <C>                
   dividend distributions            $             42             9            384           234            263             -  
   capital gain distributions                       -             -              -             -              -             -  
                                        ---------------------------------------------------------------------------------------
                                                   42             9            384           234            263             -  
                                        ---------------------------------------------------------------------------------------
Expenses:
   Mortality and expense risk fee                   5             2             12            12             36             1  
   Administrative fee                               -             -              1             1              4             -  
                                        ---------------------------------------------------------------------------------------
                                                    5             2             13            13             40             1  
                                        ---------------------------------------------------------------------------------------

Net investment income (loss)                       37             7            371           221            223            (1) 
                                        ---------------------------------------------------------------------------------------


Net realized gain (loss)
   on investments                                   1             -             10            11             19             -  

Net change in unrealized
   gain (loss) on investments                     (13)            -            (78)           19              4             4  

Net realized and change in
   unrealized gain (loss) on
                                        ---------------------------------------------------------------------------------------
   investments                                    (12)            -            (68)           30             23             4  
                                        ---------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $             25             7            303           251            246             3  
                                        =======================================================================================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -----------------------------------------------------------------------------------------------------------------------------------


                                    
                                    ------------------------------------------
                                     Large Cap       Mid-Cap       Quality
                                      Research        Value         Bond


Investment income:
<S>                                                           <C>          <C>
   dividend distributions                       -             1            85
   capital gain distributions                   -             -             -
                                    ------------------------------------------
                                                -             1            85
                                    ------------------------------------------
Expenses:
   Mortality and expense risk fee               -             2            20
   Administrative fee                           -             -             2
                                    ------------------------------------------
                                                -             2            22
                                    ------------------------------------------

Net investment income (loss)                    -            (1)           63
                                    ------------------------------------------


Net realized gain (loss)
   on investments                               -             -             3

Net change in unrealized
   gain (loss) on investments                   2             8            36

Net realized and change in
   unrealized gain (loss) on
                                    ------------------------------------------
   investments                                  2             8            39
                                    ------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations                    2             7           102
                                    ==========================================
</TABLE>




See accompanying notes to financial statements.

                                       5

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------------------------------------------------------   -------------------------------


                                                           Cova Series Trust                            Fund             GACC
                                        ---------------------------------------------------------   --------------  ---------------
                                          Small Cap     Large Cap       Select     International     Growth and         Money
                                            Stock         Stock         Equity        Equity           Income           Market


Investment income:
<S>                                  <C>                        <C>            <C>           <C>                                  
   dividend distributions            $            279           184            891           155                -                -
   capital gain distributions                       -             -              -             -                -                -
                                        ---------------------------------------------------------   --------------  ---------------
                                                  279           184            891           155                -                -
                                        ---------------------------------------------------------   --------------  ---------------
Expenses:
   Mortality and expense risk fee                  48            83             78            49              182                1
   Administrative fee                               6            10              9             6               22                -
                                        ---------------------------------------------------------   --------------  ---------------
                                                   54            93             87            55              204                1
                                        ---------------------------------------------------------   --------------  ---------------

Net investment income (loss)                      225            91            804           100             (204)              (1)
                                        ---------------------------------------------------------   --------------  ---------------


Net realized gain (loss)
   on investments                                  56            36             82            24               55                3

Net change in unrealized
   gain (loss) on investments                     (39)        2,067            491           845            2,559                3

Net realized and change in
   unrealized gain (loss) on
                                        ---------------------------------------------------------   --------------  ---------------
   investments                                     17         2,103            573           869            2,614                6
                                        ---------------------------------------------------------   --------------  ---------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $            242         2,194          1,377           969            2,410                5
                                        =========================================================   ==============  ===============
</TABLE>




See accompanying notes to financial statements.

                                       6

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------------------------------------------------------------------------------------


                                                                  Russell                                              AIM     
                                        ---------------------------------------------------------------------------------------
                                         Multi-Style   Aggressive       Non-US         Core             Value        Capital   
                                           Equity        Equity                        Bond                       Appreciation 


Investment income:
<S>                                  <C>                                                                                       
   dividend distributions            $              -             -              -             -                -             -
   capital gain distributions                       -             -              -             -                -             -
                                        ---------------------------------------------------------   ---------------------------
                                                    -             -              -             -                -             -
                                        ---------------------------------------------------------   ---------------------------
Expenses:
   Mortality and expense risk fee                   -             -              -             -                -             -
   Administrative fee                               -             -              -             -                -             -
                                        ---------------------------------------------------------   ---------------------------
                                                    -             -              -             -                -             -
                                        ---------------------------------------------------------   ---------------------------

Net investment income (loss)                        -             -              -             -                -             -
                                        ---------------------------------------------------------   ---------------------------


Net realized gain (loss)
   on investments                                   -             -              -             -                -             -

Net change in unrealized
   gain (loss) on investments                       4             1              1             -                1             -

Net realized and change in
   unrealized gain (loss) on
                                        ---------------------------------------------------------   ---------------------------
   investments                                      4             1              1             -                1             -
                                        ---------------------------------------------------------   ---------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $              4             1              1             -                1             -
                                        =========================================================   ===========================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ----------------------------------------------------  -----------------------------


                                                                Alliance
                                    ----------------  -----------------------------
                                     International       Premier      Real Estate
                                         Equity           Growth      Investment


Investment income:
<S>                                                                              <C>
   dividend distributions                         -                -             1
   capital gain distributions                     -                -             -
                                    ----------------  -----------------------------
                                                  -                -             1
                                    ----------------  -----------------------------
Expenses:
   Mortality and expense risk fee                 -                -             -
   Administrative fee                             -                -             -
                                    ----------------  -----------------------------
                                                  -                -             -
                                    ----------------  -----------------------------

Net investment income (loss)                      -                -             1
                                    ----------------  -----------------------------


Net realized gain (loss)
   on investments                                 -                -             -

Net change in unrealized
   gain (loss) on investments                    (1)              10            (1)

Net realized and change in
   unrealized gain (loss) on
                                    ----------------  -----------------------------
   investments                                   (1)              10            (1)
                                    ----------------  -----------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations                     (1)              10             -
                                    ================  =============================
</TABLE>




See accompanying notes to financial statements.

                                       7

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -----------------------------------------------------------------------------------------------------------------------------------


                                          Liberty                           Goldman Sachs                                    Kemper
                                        -------------  -------------------------------------------   ------------------------------
                                          Newport       Growth and   International     Global           Dreman       Small Cap     
                                           Tiger          Income         Equity        Income         High Return     Growth       


Investment income:
<S>                                  <C>                                                                                       <C> 
   dividend distributions            $             -               -              -             -                -             1   
   capital gain distributions                      -               -              -             -                -             -   
                                        -------------  -------------------------------------------   ------------------------------
                                                   -               -              -             -                -             1   
                                        -------------  -------------------------------------------   ------------------------------
Expenses:
   Mortality and expense risk fee                  -               -              -             -                -             -   
   Administrative fee                              -               -              -             -                -             -   
                                        -------------  -------------------------------------------   ------------------------------
                                                   -               -              -             -                -             -   
                                        -------------  -------------------------------------------   ------------------------------

Net investment income (loss)                       -               -              -             -                -             1   
                                        -------------  -------------------------------------------   ------------------------------


Net realized gain (loss)
   on investments                                  -               -              -             -                -             -   

Net change in unrealized
   gain (loss) on investments                      -              (1)            (1)            -                -             1   

Net realized and change in
   unrealized gain (loss) on
                                        -------------  -------------------------------------------   ------------------------------
   investments                                     -              (1)            (1)            -                -             1   
                                        -------------  -------------------------------------------   ------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $             -              (1)            (1)            -                -             2   
                                        =============  ===========================================   ==============================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------


                                    
                                    ---------------------------
                                    Small Cap     Government
                                      Value       Securities


Investment income:
<S>                                 <C>           <C>
   dividend distributions                      -             -
   capital gain distributions                  -             -
                                    ---------------------------
                                               -             -
                                    ---------------------------
Expenses:
   Mortality and expense risk fee              -             -
   Administrative fee                          -             -
                                    ---------------------------
                                               -             -
                                    ---------------------------

Net investment income (loss)                   -             -
                                    ---------------------------


Net realized gain (loss)
   on investments                              -             -

Net change in unrealized
   gain (loss) on investments                 (2)            -

Net realized and change in
   unrealized gain (loss) on
                                    ---------------------------
   investments                                (2)            -
                                    ---------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations                  (2)            -
                                    ===========================
</TABLE>




See accompanying notes to financial statements.

                                       8

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ------------------------------------------------------------------------------------------------------------------------------


                                                                                        MFS
                                        --------------------------------------------------------------------------------------
                                            Bond        Research     Growth with     Emerging       Emerging        High      
                                                                        Income        Growth        Markets        Income     
                                                                                                     Equity

Investment income:
<S>                                  <C>                                                                                      
   dividend distributions            $              -             -              -             -              -             - 
   capital gain distributions                       -             -              -             -              -             - 
                                        --------------------------------------------------------------------------------------
                                                    -             -              -             -              -             - 
                                        --------------------------------------------------------------------------------------
Expenses:
   Mortality and expense risk fee                   -             -              1             -              -             - 
   Administrative fee                               -             -              -             -              -             - 
                                        --------------------------------------------------------------------------------------
                                                    -             -              1             -              -             - 
                                        --------------------------------------------------------------------------------------

Net investment income (loss)                        -             -             (1)            -              -             - 
                                        --------------------------------------------------------------------------------------


Net realized gain (loss)
   on investments                                   -             -              -             -              -             - 

Net change in unrealized
   gain (loss) on investments                       -             3              6            11             (3)            - 

Net realized and change in
   unrealized gain (loss) on
                                        --------------------------------------------------------------------------------------
   investments                                      -             3              6            11             (3)            - 
                                        --------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $              -             3              5            11             (3)            - 
                                        ======================================================================================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- --------------------------------------------------


                                   
                                   ---------------
                                       World
                                    Governments
                                   

Investment income:
<S>                                <C>
   dividend distributions                       -
   capital gain distributions                   -
                                   ---------------
                                                -
                                   ---------------
Expenses:
   Mortality and expense risk fee               -
   Administrative fee                           -
                                   ---------------
                                                -
                                   ---------------

Net investment income (loss)                    -
                                   ---------------


Net realized gain (loss)
   on investments                               -

Net change in unrealized
   gain (loss) on investments                   -

Net realized and change in
   unrealized gain (loss) on
                                   ---------------
   investments                                  -
                                   ---------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations                    -
                                   ===============
</TABLE>




See accompanying notes to financial statements.

                                       9



<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------------------------------------------------------------------------


                                                                            Oppenheimer                                          
                                        ------------------------------------------------------------------------  ---------------
                                           Growth       Growth &         High          Bond        Strategic       Growth and    
                                                         Income         Income                        Bond           Income      
                                                                                                                                 

Investment income:
<S>                                  <C>                                                                                     <C> 
   dividend distributions            $              1             -              -             -              -              2   
   capital gain distributions                       -             -              -             -              -              -   
                                        ------------------------------------------------------------------------  ---------------
                                                    1             -              -             -              -              2   
                                        ------------------------------------------------------------------------  ---------------
Expenses:
   Mortality and expense risk fee                   -             -              -             -              -              1   
   Administrative fee                               -             -              -             -              -              -   
                                        ------------------------------------------------------------------------  ---------------
                                                    -             -              -             -              -              1   
                                        ------------------------------------------------------------------------  ---------------

Net investment income (loss)                        1             -              -             -              -              1   
                                        ------------------------------------------------------------------------  ---------------


Net realized gain (loss)
   on investments                                   -             -              -             -              -              -   

Net change in unrealized
   gain (loss) on investments                       -             -              -             2              -             (5)  

Net realized and change in
   unrealized gain (loss) on
                                        ------------------------------------------------------------------------  ---------------
   investments                                      -             -              -             2              -             (5)  
                                        ------------------------------------------------------------------------  ---------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $              1             -              -             2              -             (4)  
                                        ========================================================================  ===============
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------------------------------


                                                 Putnam
                                   ----------------------------------------------------
                                     New         Vista     International International
                                    Value                     Growth          New
                                                                         Opportunities

Investment income:
<S>                                <C>            <C>       <C>         <C>
   dividend distributions                   -            -            -              -
   capital gain distributions               -            -            -              -
                                   ----------------------------------------------------
                                            -            -            -              -
                                   ----------------------------------------------------
Expenses:
   Mortality and expense risk fee           -            -            -              -
   Administrative fee                       -            -            -              -
                                   ----------------------------------------------------
                                            -            -            -              -
                                   ----------------------------------------------------

Net investment income (loss)                -            -            -              -
                                   ----------------------------------------------------


Net realized gain (loss)
   on investments                           -            -            -              -

Net change in unrealized
   gain (loss) on investments               -            2            -              -

Net realized and change in
   unrealized gain (loss) on
                                   ----------------------------------------------------
   investments                              -            2            -              -
                                   ----------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations                -            2            -              -
                                   ====================================================
</TABLE>




See accompanying notes to financial statements.   
                                                                     (Continued)

                                       10

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Operations

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- --------------------------------------------------------------------------------------------------------------------------------



                                                                       Fidelity                                       Total
                                        ------------------------------------------------------------------------
                                           Growth      Contrafund       Growth       Growth &       Equity-
                                                                    Opportunities     Income         Income

Investment income:
<S>                                  <C>                                                                                  <C>  
   dividend distributions            $              -             -              -             -              -           2,532
   capital gain distributions                       -             -              -             -              -               -
                                        ------------------------------------------------------------------------  --------------
                                                    -             -              -             -              -           2,532
                                        ------------------------------------------------------------------------  --------------
Expenses:
   Mortality and expense risk fee                   -             -              -             -              -             533
   Administrative fee                               -             -              -             -              -              61
                                        ------------------------------------------------------------------------  --------------
                                                    -             -              -             -              -             594
                                        ------------------------------------------------------------------------  --------------

Net investment income (loss)                        -             -              -             -              -           1,938
                                        ------------------------------------------------------------------------  --------------


Net realized gain (loss)
   on investments                                   -             -              -             -              -             300

Net change in unrealized
   gain (loss) on investments                       -             -              -             -              -           5,936

Net realized and change in
   unrealized gain (loss) on
                                        ------------------------------------------------------------------------  --------------
   investments                                      -             -              -             -              -           6,236
                                        ------------------------------------------------------------------------  --------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations         $              -             -              -             -              -           8,174
                                        ========================================================================  ==============
</TABLE>




See accompanying notes to financial statements.

                                       11


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------------------------------------------------------------------------------------


                                                                                                      Cova Series Trust
                                        ---------------------------------------------------------------------------------------
                                           Quality        Money         Stock       VKAC Growth       Bond       Developing    
                                           Income        Market         Index       and Income     Debenture       Growth      


From operations:
<S>                                  <C>                          <C>          <C>           <C>            <C>            <C> 
   Net investment income (loss)      $             37             7            371           221            223            (1) 
   Net realized gain (loss) on
      investments                                   1             -             10            11             19             -  
   Net change in unrealized gain
      (loss) on investments                       (13)            -            (78)           19              4             4  
Net increase (decrease) in
   contract owners' equity
                                        ---------------------------------------------------------------------------------------
   resulting from operations                       25             7            303           251            246             3  
                                        ---------------------------------------------------------------------------------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -              -             -  
   Redemptions by Cova                              -             -              -             -              -             -  
   Proceeds from units of the
      account sold                                  -             -              -             1            514           230  
   Payments for units of the
      account redeemed                             (7)           (4)           (12)          (12)          (150)            -  
   Account transfers, net                          50          (101)           157           136          1,868           148  
Net increase (decrease) in
   contract owners' equity from
                                        ---------------------------------------------------------------------------------------
   account unit transactions                       43          (105)           145           125          2,232           378  
                                        ---------------------------------------------------------------------------------------

Net increase (decrease)                            68           (98)           448           376          2,478           381  
Contract owners' equity, beginning                731           371          1,737         1,680          4,475            64  
                                        =======================================================================================
Contract owners' equity, ending      $            799           273          2,185         2,056          6,953           445  
                                        =======================================================================================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ----------------------------------------------------------------------------


                                  
                                  ------------------------------------------
                                   Large Cap       Mid-Cap       Quality
                                    Research        Value         Bond


From operations:
<S>                                                        <C>           <C>
   Net investment income (loss)               -            (1)           63
   Net realized gain (loss) on
      investments                             -             -             3
   Net change in unrealized gain
      (loss) on investments                   2             8            36
Net increase (decrease) in
   contract owners' equity
                                  ------------------------------------------
   resulting from operations                  2             7           102
                                  ------------------------------------------

From account unit transactions:
   Contributions by Cova                      -             -             -
   Redemptions by Cova                        -             -             -
   Proceeds from units of the
      account sold                           73           215           385
   Payments for units of the
      account redeemed                        -             -           (41)
   Account transfers, net                    58            92           771
Net increase (decrease) in
   contract owners' equity from
                                  ------------------------------------------
   account unit transactions                131           307         1,115
                                  ------------------------------------------

Net increase (decrease)                     133           314         1,217
Contract owners' equity, beginning            -            89         2,617
                                  ==========================================
Contract owners' equity, ending             133           403         3,834
                                  ==========================================
</TABLE>




See accompanying notes to financial statements.

                                       12

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -----------------------------------------------------------------------------------------------------------------------------------


                                                           Cova Series Trust                            Fund             GACC
                                        ---------------------------------------------------------   --------------  ---------------
                                          Small Cap     Large Cap       Select     International     Growth and         Money
                                            Stock         Stock         Equity        Equity           Income           Market


From operations:
<S>                                  <C>                         <C>           <C>           <C>             <C>                <C>
   Net investment income (loss)      $            225            91            804           100             (204)              (1)
   Net realized gain (loss) on
      investments                                  56            36             82            24               55                3
   Net change in unrealized gain
      (loss) on investments                       (39)        2,067            491           845            2,559                3
Net increase (decrease) in
   contract owners' equity
                                        ---------------------------------------------------------   --------------  ---------------
   resulting from operations                      242         2,194          1,377           969            2,410                5
                                        ---------------------------------------------------------   --------------  ---------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -                -                -
   Redemptions by Cova                              -             -              -             -                -                -
   Proceeds from units of the
      account sold                                374           740            855           346            1,499            1,107
   Payments for units of the
      account redeemed                           (125)         (217)          (303)         (196)            (602)               -
   Account transfers, net                       1,411         3,638          2,895         1,702            5,522             (713)
Net increase (decrease) in
   contract owners' equity from
                                        ---------------------------------------------------------   --------------  ---------------
   account unit transactions                    1,660         4,161          3,447         1,852            6,419              394
                                        ---------------------------------------------------------   --------------  ---------------

Net increase (decrease)                         1,902         6,355          4,824         2,821            8,829              399
Contract owners' equity, beginning              6,578        10,224          9,845         6,351           24,402              150
                                        =========================================================   ==============  ===============
Contract owners' equity, ending      $          8,480        16,579         14,669         9,172           33,231              549
                                        =========================================================   ==============  ===============
</TABLE>




See accompanying notes to financial statements.

                                       13

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------------------------------------------------------------------------------------


                                                                  Russell                                              AIM     
                                        ---------------------------------------------------------------------------------------
                                         Multi-Style   Aggressive       Non-US         Core             Value        Capital   
                                           Equity        Equity                        Bond                       Appreciation 


From operations:
<S>                                  <C>                                                                                       
   Net investment income (loss)      $              -             -              -             -                -             -
   Net realized gain (loss) on
      investments                                   -             -              -             -                -             -
   Net change in unrealized gain
      (loss) on investments                         4             1              1             -                1             -
Net increase (decrease) in
   contract owners' equity
                                        ---------------------------------------------------------   ---------------------------
   resulting from operations                        4             1              1             -                1             -
                                        ---------------------------------------------------------   ---------------------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -                -             -
   Redemptions by Cova                              -             -              -             -                -             -
   Proceeds from units of the
      account sold                                178            34             60           141                9             2
   Payments for units of the
      account redeemed                              1             -              1             -                -             -
   Account transfers, net                           -             -              -             -               28             -
Net increase (decrease) in
   contract owners' equity from
                                        ---------------------------------------------------------   ---------------------------
   account unit transactions                      179            34             61           141               37             2
                                        ---------------------------------------------------------   ---------------------------

Net increase (decrease)                           183            35             62           141               38             2
Contract owners' equity, beginning                  -             -              -             -                -             -
                                        =========================================================   ===========================
Contract owners' equity, ending      $            183            35             62           141               38             2
                                        =========================================================   ===========================
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------------------------


                                                              Alliance
                                  ----------------  -----------------------------
                                   International       Premier      Real Estate
                                       Equity           Growth      Investment


From operations:
<S>                                                                            <C>
   Net investment income (loss)                 -                -             1
   Net realized gain (loss) on
      investments                               -                -             -
   Net change in unrealized gain
      (loss) on investments                    (1)              10            (1)
Net increase (decrease) in
   contract owners' equity
                                  ----------------  -----------------------------
   resulting from operations                   (1)              10             -
                                  ----------------  -----------------------------

From account unit transactions:
   Contributions by Cova                        -                -             -
   Redemptions by Cova                          -                -             -
   Proceeds from units of the
      account sold                             59              225            43
   Payments for units of the
      account redeemed                          -                -             -
   Account transfers, net                      31               12             6
Net increase (decrease) in
   contract owners' equity from
                                  ----------------  -----------------------------
   account unit transactions                   90              237            49
                                  ----------------  -----------------------------

Net increase (decrease)                        89              247            49
Contract owners' equity, beginning              -                -             -
                                  ================  =============================
Contract owners' equity, ending                89              247            49
                                  ================  =============================
</TABLE>




See accompanying notes to financial statements.


                                       14

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ------------------------------------------------------------------------------------------------------------------------------------


                                           Liberty                            Goldman Sachs                                   Kemper
                                        --------------  --------------------------------------------  ------------------------------
                                           Newport        Growth and   International     Global          Dreman       Small Cap     
                                            Tiger           Income        Equity         Income        High Return      Growth      


From operations:
<S>                                  <C>                                                                                         <C>
   Net investment income (loss)      $              -                -             -              -               -              1  
   Net realized gain (loss) on
      investments                                   -                -             -              -               -              -  
   Net change in unrealized gain
      (loss) on investments                         -               (1)           (1)             -               -              1  
Net increase (decrease) in
   contract owners' equity
                                        --------------  --------------------------------------------  ------------------------------
   resulting from operations                        -               (1)           (1)             -               -              2  
                                        --------------  --------------------------------------------  ------------------------------

From account unit transactions:
   Contributions by Cova                            -                -             -              -               -              -  
   Redemptions by Cova                              -                -             -              -               -              -  
   Proceeds from units of the
      account sold                                  -               88            92              -               -             24  
   Payments for units of the
      account redeemed                              -                -             -              -               -              -  
   Account transfers, net                           -               28             -              -               -              2  
Net increase (decrease) in
   contract owners' equity from
                                        --------------  --------------------------------------------  ------------------------------
   account unit transactions                        -              116            92              -               -             26  
                                        --------------  --------------------------------------------  ------------------------------

Net increase (decrease)                             -              115            91              -               -             28  
Contract owners' equity, beginning                  -                -             -              -               -              -  
                                        ==============  ============================================  ==============================
Contract owners' equity, ending      $              -              115            91              -               -             28  
                                        ==============  ============================================  ==============================
</TABLE>

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ----------------------------------------------------------------


                                    
                                    ----------------------------
                                     Small Cap     Government
                                       Value       Securities


From operations:
<S>                                 <C>            <C>
   Net investment income (loss)                -              -
   Net realized gain (loss) on
      investments                              -              -
   Net change in unrealized gain
      (loss) on investments                   (2)             -
Net increase (decrease) in
   contract owners' equity
                                    ----------------------------
   resulting from operations                  (2)             -
                                    ----------------------------

From account unit transactions:
   Contributions by Cova                       -              -
   Redemptions by Cova                         -              -
   Proceeds from units of the
      account sold                            41              -
   Payments for units of the
      account redeemed                         -              -
   Account transfers, net                      1              -
Net increase (decrease) in
   contract owners' equity from
                                    ----------------------------
   account unit transactions                  42              -
                                    ----------------------------

Net increase (decrease)                       40              -
Contract owners' equity, beginning             -              -
                                    ============================
Contract owners' equity, ending               40              -
                                    ============================
</TABLE>



See accompanying notes to financial statements.


                                       15

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ------------------------------------------------------------------------------------------------------------------------------


                                                                                        MFS
                                        --------------------------------------------------------------------------------------
                                            Bond        Research     Growth with     Emerging       Emerging        High      
                                                                        Income        Growth        Markets        Income     
                                                                                                     Equity

From operations:
<S>                                  <C>                                        <C>                                           
   Net investment income (loss)      $              -             -             (1)            -              -             - 
   Net realized gain (loss) on
      investments                                   -             -              -             -              -             - 
   Net change in unrealized gain
      (loss) on investments                         -             3              6            11             (3)            - 
Net increase (decrease) in
   contract owners' equity
                                        --------------------------------------------------------------------------------------
   resulting from operations                        -             3              5            11             (3)            - 
                                        --------------------------------------------------------------------------------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -              -             - 
   Redemptions by Cova                              -             -              -             -              -             - 
   Proceeds from units of the
      account sold                                  -           141            390           267             20            73 
   Payments for units of the
      account redeemed                              -             -              -             -              -             - 
   Account transfers, net                           -             4              6             6              -             5 
Net increase (decrease) in
   contract owners' equity from
                                        --------------------------------------------------------------------------------------
   account unit transactions                        -           145            396           273             20            78 
                                        --------------------------------------------------------------------------------------

Net increase (decrease)                             -           148            401           284             17            78 
Contract owners' equity, beginning                  -             -              -             -              -             - 
                                        ======================================================================================
Contract owners' equity, ending      $              -           148            401           284             17            78 
                                        ======================================================================================
</TABLE>

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- -------------------------------------------------


                                  
                                  ---------------
                                      World
                                   Governments
                                  

From operations:
<S>                                <C>
   Net investment income (loss)                -
   Net realized gain (loss) on
      investments                              -
   Net change in unrealized gain
      (loss) on investments                    -
Net increase (decrease) in
   contract owners' equity
                                  ---------------
   resulting from operations                   -
                                  ---------------

From account unit transactions:
   Contributions by Cova                       -
   Redemptions by Cova                         -
   Proceeds from units of the
      account sold                             3
   Payments for units of the
      account redeemed                         -
   Account transfers, net                      -
Net increase (decrease) in
   contract owners' equity from
                                  ---------------
   account unit transactions                   3
                                  ---------------

Net increase (decrease)                        3
Contract owners' equity, beginning             -
                                  ===============
Contract owners' equity, ending                3
                                  ===============
</TABLE>





See accompanying notes to financial statements.

                                       16

<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------------------------------------------------------------------------


                                                                            Oppenheimer                                          
                                        ------------------------------------------------------------------------  ---------------
                                           Growth       Growth &         High          Bond        Strategic       Growth and    
                                                         Income         Income                        Bond           Income      
                                                                                                                                 

From operations:
<S>                                  <C>                                                                                     <C> 
   Net investment income (loss)      $              1             -              -             -              -              1   
   Net realized gain (loss) on
      investments                                   -             -              -             -              -              -   
   Net change in unrealized gain
      (loss) on investments                         -             -              -             2              -             (5)  
Net increase (decrease) in
   contract owners' equity
                                        ------------------------------------------------------------------------  ---------------
   resulting from operations                        1             -              -             2              -             (4)  
                                        ------------------------------------------------------------------------  ---------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -              -              -   
   Redemptions by Cova                              -             -              -             -              -              -   
   Proceeds from units of the
      account sold                                 22            44             54            81              7            403   
   Payments for units of the
      account redeemed                              -             -              -             -              -             (1)  
   Account transfers, net                           -             -              -            12              -             52   
Net increase (decrease) in
   contract owners' equity from
                                        ------------------------------------------------------------------------  ---------------
   account unit transactions                       22            44             54            93              7            454   
                                        ------------------------------------------------------------------------  ---------------

Net increase (decrease)                            23            44             54            95              7            450   
Contract owners' equity, beginning                  -             -              -             -              -              -   
                                        ========================================================================  ===============
Contract owners' equity, ending      $             23            44             54            95              7            450   
                                        ========================================================================  ===============
</TABLE>


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- ---------------------------------------------------------------------------------------


                                                 Putnam
                                  -----------------------------------------------------
                                     New         Vista     International International
                                    Value                     Growth          New
                                                                         Opportunities

From operations:
<S>                               <C>            <C>        <C>          <C>
   Net investment income (loss)             -            -            -              -
   Net realized gain (loss) on
      investments                           -            -            -              -
   Net change in unrealized gain
      (loss) on investments                 -            2            -              -
Net increase (decrease) in
   contract owners' equity
                                  -----------------------------------------------------
   resulting from operations                -            2            -              -
                                  -----------------------------------------------------

From account unit transactions:
   Contributions by Cova                    -            -            -              -
   Redemptions by Cova                      -            -            -              -
   Proceeds from units of the
      account sold                          1           31          299             14
   Payments for units of the
      account redeemed                      -            -           (1)             -
   Account transfers, net                  11            7           17              -
Net increase (decrease) in
   contract owners' equity from
                                  -----------------------------------------------------
   account unit transactions               12           38          315             14
                                  -----------------------------------------------------

Net increase (decrease)                    12           40          315             14
Contract owners' equity, beginning          -            -            -              -
                                  =====================================================
Contract owners' equity, ending            12           40          315             14
                                  =====================================================
</TABLE>




See accompanying notes to financial statements.
                                                                    (Continued)

                                       17


<TABLE>
<CAPTION>
Cova Variable Annuity Account Five

Statement of Changes in Contract Owners' Equity

For the six months ended or from commencement of operations through June 30, 1998

(In thousands of dollars)

Unaudited
- --------------------------------------------------------------------------------------------------------------------------------


                                                                       Fidelity                                       Total
                                        ------------------------------------------------------------------------  --------------
                                           Growth      Contrafund       Growth       Growth &       Equity-
                                                                    Opportunities     Income         Income


From operations:
<S>                                  <C>                                                                                  <C>  
   Net investment income (loss)      $              -             -              -             -              -           1,938
   Net realized gain (loss) on
      investments                                   -             -              -             -              -             300
   Net change in unrealized gain
      (loss) on investments                         -             -              -             -              -           5,936
Net increase (decrease) in
   contract owners' equity
                                        ------------------------------------------------------------------------  --------------
   resulting from operations                        -             -              -             -              -           8,174
                                        ------------------------------------------------------------------------  --------------

From account unit transactions:
   Contributions by Cova                            -             -              -             -              -               -
   Redemptions by Cova                              -             -              -             -              -               -
   Proceeds from units of the
      account sold                                  -             -              -             -              -           9,185
   Payments for units of the
      account redeemed                              -             -              -             -              -          (1,669)
   Account transfers, net                           -             -              -             -              -          17,862
Net increase (decrease) in
   contract owners' equity from
                                        ------------------------------------------------------------------------  --------------
   account unit transactions                        -             -              -             -              -          25,378
                                        ------------------------------------------------------------------------  --------------

Net increase (decrease)                             -             -              -             -              -          33,552
Contract owners' equity, beginning                  -             -              -             -              -          69,314
                                        ========================================================================  ==============
Contract owners' equity, ending      $              -             -              -             -              -         102,866
                                        ========================================================================  ==============
</TABLE>




See accompanying notes to financial statements.

                                       18


Cova Variable Annuity Account Five

Notes to Financial Statements

     June 30, 1998

Unaudited
- --------------------------------------------------------------------------------

(1)  Organization

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

     The Separate Account is divided into sub-accounts,  with the assets of each
     sub-account  invested in the Cova Series Trust (Trust),  Lord Abbett Series
     Fund,  Inc.  (Fund),  General  American  Capital  Company  (GACC),  Russell
     Insurance  Funds  (Russell),  AIM Variable  Insurance  Funds,  Inc.  (AIM),
     Alliance Variable Products Series Fund, Inc.  (Alliance) , Liberty Variable
     Investment Trust (Liberty), Goldman Sachs Variable Insurance Trust (Goldman
     Sachs), Investors Fund Series (Kemper), MFS Variable Insurance Trust (MFS),
     Oppenheimer  Variable  Account Funds  (Oppenheimer),  Putnam Variable Trust
     (Putnam),  or  Variable  Insurance  Product  Fund,  Fund  II and  Fund  III
     (Fidelity).  These  entities  are  all  diversified,  open-end,  management
     investment  companies  which  are  intended  to meet  differing  investment
     objectives.  Not all sub-accounts of the Separate Account are available for
     investment  depending  upon the nature and  specific  terms of the variable
     annuity contracts offered for sale by Cova.

<TABLE>
<CAPTION>
     The Separate Account  sub-accounts that commenced operations during the six
     months ending June 30, 1998 are as follows:

<S>                                           <C>                      <C>                                                  <C>
            Russell Multi-Style Equity        1/2/98                    MFS Foreign & Colonial Emerging
            Russell Aggressive Equity         1/2/98                       Markets Equity                                     1/2/98
            Russell Non-US                    1/2/98                    MFS High Income                                       1/2/98
            Russell Core Bond                 1/2/98                    MFS World Governments                                 1/2/98
            AIM Value                         1/2/98                    Oppenheimer Growth                                    1/2/98
            AIM Capital Appreciation          1/2/98                    Oppenheimer Growth & Income                           1/2/98
            AIM International Equity          1/2/98                    Oppenheimer High Income                               1/2/98
            Alliance Premier Growth           1/2/98                    Oppenheimer Bond                                      1/2/98
            Alliance Real Estate              1/2/98                    Oppenheimer Strategic Bond                            1/2/98
            Liberty Newport Tiger             1/2/98                    Putnam Growth & Income                                1/2/98
            Goldman Sachs Growth and Income   1/29/98                   Putnam New Value                                      1/2/98
            Goldman Sachs International       1/29/98                   Putnam Vista                                          1/2/98
            Goldman Sachs Global Income       1/29/98                   Putnam International Growth                           1/2/98
            Kemper Dreman High Return         5/15/98                   Putnam International New
            Kemper Small Cap Growth           1/2/98                       Opportunities                                      1/2/98
            Kemper Small Cap Value            1/2/98                    Fidelity Growth Portfolio                            2/17/98
            Kemper Government Securities      1/2/98                    Fidelity Contrafund Portfolio                        2/17/98
            MFS Bond                          5/15/98                   Fidelity Growth Opportunities Portfolio              2/17/98
            MFS Research                      1/2/98                    Fidelity Growth & Income Portfolio                   2/17/98
            MFS Growth with Income            1/2/98                    Fidelity Equity-Income Portfolio                     2/17/98
            MFS Emerging Growth               1/2/98                    
</TABLE>
                                                    

                                                                     (Continued)

                                       19


(2)  Significant Accounting Policies

     (a)  Investment Valuation

          Investments  in shares of the  portfolios are carried in the statement
          of assets and liabilities at their underlying net asset value. The net
          asset value of each portfolio is calculated daily.  Realized gains and
          losses are calculated using the average cost method.

     (b)  Reinvestment of Dividends

          With the exception of GACC,  dividends  received  from net  investment
          income and net realized  capital gains are reinvested in shares of the
          portfolio   making  the   distribution.   Dividend  and  capital  gain
          distributions are recorded as income on the ex-dividend date.

          GACC  follows  the  Federal  income  tax  practice  known  as  consent
          dividending,  whereby  substantially  all of its net investment income
          and net realized  capital gains are deemed to be passed through to the
          Separate Account. As a result, GACC does not distribute any dividends.
          During December,  accumulated  investment  income and capital gains of
          the underlying GACC  portfolios are allocated to the Separate  Account
          by increasing the cost basis.

     (c)  Federal Income Taxes

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

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

                                                                     (Continued)


                                       20


(3)  Contract Fees

     Once a year after the first year,  a contract  owner can withdraw up to 10%
     of the total purchase  payments Cova has had for more than one year without
     incurring a withdrawal  fee provided the account value is $5,000 or more on
     the  day  of  the  withdrawal.  Otherwise,  a  withdrawal  fee of 5% of the
     purchase  payments  withdrawn  is charged.  There is no  withdrawal  fee on
     purchase payments Cova has had for five years.  Cova treats  withdrawals as
     coming from the oldest  purchase  payment first for purposes of determining
     the withdrawal fee. If a withdrawal is for only part of the contract value,
     the withdrawal fee is deducted from the remaining contract value. Cova does
     not assess withdrawal fees on annuity payments or death benefits.

     Cova imposes an annual  contract  maintenance  fee of $30 on all  contracts
     with contract values less than $50,000 on the policy anniversary.  This fee
     covers the cost of contract  administration  for the  previous  year and is
     prorated between the Separate Account sub-accounts and fixed rate annuities
     to which the contract value is allocated.

     Subject to certain  restrictions,  a contract  owner may  transfer all or a
     part of the  contract  value  among  other sub-  accounts  of the  Separate
     Account and Cova's fixed rate annuities. Cova deducts a transfer fee of $25
     or 2% of the amount transferred,  whichever is less, after twelve transfers
     have been made during a contract  year.  Any  transfer  made as part of the
     Dollar Cost Averaging Program,  the Automatic  Rebalancing  Program,  or an
     Approved  Asset  Allocation  Program  is not  counted  in  determining  the
     transfer fee.

     During the six months ending June 30, 1998, withdrawal and account transfer
     charges of  approximately  $18 thousand and  contract  maintenance  fees of
     approximately  $11 thousand were  deducted from the contract  values in the
     Separate Account.

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

     In addition,  the Separate Account bears certain  administrative  expenses,
     which are  equivalent to an annual rate of 0.15% of the Separate  Account's
     net assets.  These fees cover the cost of establishing  and maintaining the
     contracts and Separate Account.

     Cova currently advances any premium taxes due at the time purchase payments
     are made and then deducts premium taxes from the contract value at the time
     annuity  payments begin, or upon withdrawal if Cova is not able to obtain a
     refund. Cova reserves the right to deduct premium taxes when incurred.


                                       21



COVA VARIABLE ANNUITY ACCOUNT FIVE
Financial Statements
December 31, 1997
(With Independent Auditors' Report Thereon)


                          Independent Auditors' Report
 

The Contract Owners of Cova Variable
       Annuity Account Five, Board of
       Directors and Shareholder of
       Cova Financial Life Insurance Company:

We have  audited the  accompanying  statement of assets and  liabilities  of the
Quality Income,  Money Market,  Stock Index,  Growth and Income, Bond Debenture,
Developing Growth,  Mid-Cap Value, Quality Bond, Small Cap Stock, Select Equity,
and International Equity sub-accounts (investment options within the Cova Series
Trust) and the Growth and Income sub-account  (investment option within the Lord
Abbett Series Fund, Inc.) and the Money Market  sub-account  (investment  option
within the General  American  Capital  Company) of Cova Variable Annuity Account
Five of Cova  Financial  Life Insurance  Company (the Separate  Account),  as of
December  31, 1997,  and the related  statement  of  operations  for the year or
period then ended, the statements of changes in contract owners' equity for each
of the years or periods presented,  and the financial highlights for each of the
years or periods presented.  These financial statements and financial highlights
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial  statements and financial highlights based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December  31,  1997,  by  correspondence  with  transfer  agents.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
sub-accounts  of Cova  Variable  Annuity  Account  Five of Cova  Financial  Life
Insurance Company as of December 31, 1997, the results of its operations for the
year or period then ended,  the changes in its contract  owners' equity for each
of the years or periods presented,  and the financial highlights for each of the
years or periods  presented,  in conformity with generally  accepted  accounting
principles.



Chicago, Illinois
February 20, 1998





<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

ASSETS
 Investments:

  Cova Series Trust:

<S>                                                                                                                   <C>     
    Quality Income Portfolio - 67,069 shares at a net asset value of $10.90 per share (cost $716,343)                   $731,022
    Money Market Portfolio - 370,670 shares at a net asset value of $1.00 per share (cost $370,670)                      370,670
    Stock Index Portfolio - 82,467 shares at a net asset value of $21.07 per share (cost $1,344,243)                   1,737,586
    Growth and Income Portfolio - 98,525 shares at a net asset value of $17.05 per share (cost $1,428,634)             1,680,017
    Bond Debenture Portfolio - 369,480 shares at a net asset value of $12.11 per share (cost $4,311,974)               4,475,308
    Developing Growth Portfolio - 6,027 shares at a net asset value of $10.55 per share (cost $63,171)                    63,575
    Mid-Cap Value Portfolio - 8,500 shares at a net asset value of $10.48 per share (cost $86,555)                        89,091
    Quality Bond Portfolio - 251,571 shares at a net asset value of $10.40 per share (cost $2,575,465)                 2,617,582
    Small Cap Stock Portfolio - 501,987 shares at a net asset value of $13.10 per share (cost $5,812,661)              6,578,433
    Large Cap Stock Portfolio - 738,502 shares at a net asset value of $13.85 per share (cost $9,593,772)             10,224,639
    Select Equity Portfolio - 704,990 shares at a net asset value of $13.97 per share (cost $8,560,587)                9,845,561
    International Equity Portfolio - 553,682 shares at a net value of $11.47 per share (cost $6,259,980)               6,351,635

   Lord Abbett Series Fund, Inc.:

    Growth and Income Portfolio - 1,250,767 shares at a net asset value of $19.51 per share (cost $22,888,504)        24,402,594

   General American Capital Company:

    Money Market Portfolio - 8,247 shares at a net asset value of $18.23 per share (cost $149,869)                       150,309
                                                                                                                         -------

Total Assets                                                                                                         $69,318,022
</TABLE>

<TABLE>
<CAPTION>
See accompanying notes to financial statements.

                                                                                                          (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

LIABILITIES AND CONTRACT OWNERS' EQUITY
 Liabilities:

<S>                                                                                                <C>
  Trust Quality Income                                                                             $28
  Trust Money Market                                                                                14
  Trust Stock Index                                                                                 67
  Trust Growth and Income                                                                           64
  Trust Bond Debenture                                                                             171
  Trust Developing Growth                                                                            3
  Trust Mid-Cap Value                                                                                3
  Trust Quality Bond                                                                               100
  Trust Small Cap Stock                                                                            250
  Trust Large Cap Stock                                                                            392
  Trust Select Equity                                                                              376
  Trust International Equity                                                                       243
  Fund Growth and Income                                                                           932
  GACC Money Market                                                                                  6
                                                                                                     -

   Total Liabilities                                                                             2,649
</TABLE>

<TABLE>
<CAPTION>
 Contract Owners' Equity:

<S>                                                                                                               <C>    
  Trust Quality Income - 43,729 accumulation units at $16.716340 per unit                                         730,994
  Trust Money Market - 29,951 accumulation units at $12.375227 per unit                                           370,656
  Trust Stock Index - 69,602 accumulation units at $24.963612 per unit                                          1,737,519
  Trust Growth and Income - 80,080 accumulation units at $20.978338 per unit                                    1,679,953
  Trust Bond Debenture - 347,400 accumulation units at $12.881799 per unit                                      4,475,137
  Trust Developing Growth - 6,039 accumulation units at $10.527555 per unit                                        63,572
  Trust Mid-Cap Value - 8,510 accumulation units at $10.467957 per unit                                            89,088
  Trust Quality Bond - 234,643 accumulation units at $11.155144 per unit                                        2,617,482
  Trust Small Cap Stock - 487,580 accumulation units at $13.491493 per unit                                     6,578,183
  Trust Large Cap Stock - 686,677 accumulation units at $14.889464 per unit                                    10,224,247
  Trust Select Equity - 700,550 accumulation units at $14.053503 per unit                                       9,845,185
  Trust International Equity - 554,105 accumulation units at $11.462436 per unit                                6,351,392
  Fund Growth and Income - 791,310 accumulation units at $30.837057 per unit                                   24,401,662
  GACC Money Market - 14,091 accumulation units at $10.667017 per unit                                            150,303
                                                                                                                  -------

   Total Contract Owners' Equity                                                                               69,315,373

Total Liabilities and Contract Owners' Equity                                                                 $69,318,022
                                                                                                               ==========
</TABLE>





See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

         Cova

                                                                                                        Series

Trust

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

                                              Quality             Money            Stock        Growth and             Bond
  Bond                                         Income            Market            Index            Income        Debenture
  ----                                         ------            ------            -----            ------        ---------
  Investment Income
   Income:

    Dividends and Capital

<S>                                           <C>               <C>              <C>               <C>             <C>     
  Gains          Distributions                $27,675           $44,503          $25,264           $33,091         $151,661
                                               ------            ------           ------            ------          -------
 Expenses:
  Mortality and Expense

   Risk Fee                                     5,756            10,066           16,637            15,341           27,344
  Administrative Fee                              691             1,208            1,996             1,841            3,281
                                                  ---             -----            -----             -----            -----
   Total Expenses                               6,447            11,274           18,633            17,182           30,625
                                                -----            ------           ------            ------           ------

Net Investment Income (Loss)                   21,228            33,229            6,631            15,909          121,036
                                               ------            ------            -----            ------          -------

Net Realized Gain (Loss)

 on Investments                                 (265)                --           18,876             2,998            5,501

Net change in Unrealized

 Gain on Investments                           14,231                --          311,158           213,640          154,943
                                               ------                            -------           -------          -------

Net Realized and Unrealized

 Gain on Investments                           13,966                --          330,034           216,638          160,444
                                               ------                            -------           -------          -------

Net Increase in Contract
 Owners' Equity Resulting

 From Operations                              $35,194           $33,229         $336,665          $232,547         $281,480
                                              =======           =======         ========          ========         ========




See accompanying notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                                      Cova Series Trust

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

                                                  Developing           Mid-Cap          Quality
  Bond                                                Growth             Value
  ----                                                ------             -----         --------
  Investment Income
   Income:

    Dividends and Capital

<S>                                                      <C>               <C>         <C>     
  Gains          Distributions                           $12               $85         $109,296
                                                          --                --          -------
 Expenses:
  Mortality and Expense

   Risk Fee                                               69                91           19,358
  Administrative Fee                                       8                11            2,323
                                                           -                --            -----
   Total Expenses                                         77               102           21,681
                                                          --               ---           ------

Net Investment Income (Loss)                            (65)              (17)           87,615
                                                        ----              ----           ------

Net Realized Gain (Loss)

 on Investments                                         (15)                50            1,954

Net change in Unrealized

 Gain on Investments                                     404             2,536           39,803
                                                         ---             -----           ------

Net Realized and Unrealized

 Gain on Investments                                     389             2,586           41,757
                                                         ---             -----           ------

Net Increase in Contract
 Owners' Equity Resulting

 From Operations                                        $324            $2,569         $129,372
                                                        ====            ======         ========




See accompanying notes to financial statements.
</TABLE>

 
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                               Cova                                Lord Abbett
                                                            Series Trust                          Series Fund, Inc.             
                                                     --------------------------------------------------------  ---------------  

                                                Small             Large           Select             Int'l       Growth and     
                                              Cap Stock         Cap Stock           Equity            Equity       Income       
                                              ---------         ---------           ------            ------       ------       
Investment Income
 Income:

  Dividends and Capital

<S>                                           <C>              <C>               <C>               <C>           <C>            
Gains          Distributions                  $30,620          $610,536          $74,535           $53,207       $1,908,028     
                                              -------          --------          -------           -------       ----------     
 Expenses:
  Mortality and Expense

   Risk Fee                                    45,153            65,823           69,378            45,495          200,778     
  Administrative Fee                            5,418             7,899            8,325             5,459           24,093     
                                                -----             -----            -----             -----           ------     
   Total Expenses                              50,571            73,722           77,703            50,954          224,871     
                                               ------            ------           ------            ------          -------     

Net Investment Income (Loss)                 (19,951)           536,814          (3,168)             2,253        1,683,157     
                                             --------           -------          -------             -----        ---------     

 Net Realized Gain (Loss)

  on Investments                                9,307            14,746           20,469             2,886           78,243     

Net change in Unrealized

  Gain on Investments                         731,752           574,012        1,183,581            24,972        1,139,321     
                                              -------           -------        ---------            ------        ---------     

Net Realized and Unrealized

  Gain on Investments                         741,059           588,758        1,204,050            27,858        1,217,564     
                                              -------           -------        ---------            ------        ---------     

Net Increase in Contract
 Owners' Equity Resulting

 From Operations                             $721,108        $1,125,572       $1,200,882           $30,111       $2,900,721     
                                             ========        ==========       ==========           =======       ==========     
</TABLE>




See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                            
                                               GACC
                                            -----------

                                             Money             Total 
                                             Market           ----- 
                                             ------               
Investment Income
 Income:

  Dividends and Capital

<S>                                           <C>            <C>       
Gains          Distributions                       --        $3,068,513
                                                   --        ----------
 Expenses:
  Mortality and Expense

   Risk Fee                                       106           521,395
  Administrative Fee                               13            62,566
                                                   --            ------
   Total Expenses                                 119           583,961
                                                  ---           -------

Net Investment Income (Loss)                    (119)         2,484,552
                                                -----         ---------

 Net Realized Gain (Loss)

  on Investments                                   74           154,824

Net change in Unrealized

  Gain on Investments                             440         4,390,793
                                                  ---         ---------

Net Realized and Unrealized

  Gain on Investments                             514         4,545,617
                                                  ---         ---------

Net Increase in Contract
 Owners' Equity Resulting

 From Operations                                 $395        $7,030,169
                                                 ====        ==========
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                                                Cova Series Trust

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

                                              Quality            Money             Stock       Growth and              Bond     
   Bond                                        Income           Market             Index           Income         Debenture     
   ----                                        ------           ------             -----           ------         ---------     
     From Operations:
<S>                                           <C>              <C>                <C>             <C>              <C>          
      Net Investment Income (Loss)            $21,228          $33,229            $6,631          $15,909          $121,036     
      Net Realized Gain (Loss) on
      Investments                               (265)               --            18,876            2,998             5,501     

     Net change in Unrealized Gain

       on Investments                          14,231               --           311,158          213,640           154,943     
                                               ------                            -------          -------           -------     
 
     Net Increase in Contract
      Owners' Equity Resulting

      From Operations                          35,194           33,229           336,665          232,547           281,480     
                                               ------           ------           -------          -------           -------     

     From Account Unit
     Transactions:

      Proceeds from Units of

       the Account Sold                         5,588        5,425,271            21,617          145,535           986,444     

      Payments for Units of the

       Account Redeemed                      (46,134)         (73,008)          (25,416)         (12,290)          (76,410)     
      Account Transfers                       437,402      (5,336,710)           444,691          627,885         2,836,964     
                                              -------      -----------           -------          -------         ---------     

     Net Increase in
      Contract Owners' Equity
      From Account Unit

      Transactions                            396,856           15,553           440,892          761,130         3,746,998     
                                              -------           ------           -------          -------         ---------     

     Net Increase
     in

          Contract Owners' Equity             432,050           48,782           777,557          993,677         4,028,478     

     Contract Owners' Equity:

      Beginning of Period                     298,944          321,874           959,962          686,276           446,659     
                                              -------          -------           -------          -------           -------     
       End of Period                          $730,994         $370,656        $1,737,519       $1,679,953        $4,475,137     
                                              ========         ========        ==========       ==========        ==========     
</TABLE>



See accompanying notes to financial statements.                      (continued)


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                                                Cova Series Trust

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

                                               Developing           Mid-Cap          Quality
   Bond                                            Growth             Value
   ----                                            ------             -----
     From Operations:
<S>                                                 <C>               <C>            <C>    
      Net Investment Income (Loss)                  ($65)             ($17)          $87,615
      Net Realized Gain (Loss) on
      Investments                                    (15)                50            1,954

     Net change in Unrealized Gain

       on Investments                                 404             2,536           39,803
                                                      ---             -----           ------

     Net Increase in Contract
      Owners' Equity Resulting

      From Operations                                 324             2,569          129,372
                                                      ---             -----          -------

     From Account Unit
     Transactions:

      Proceeds from Units of

       the Account Sold                            15,000            32,249          283,752

      Payments for Units of the

       Account Redeemed                               166                68         (28,465)
      Account Transfers                            48,082            54,202        1,563,687
                                                   ------            ------        ---------

     Net Increase in
      Contract Owners' Equity
      From Account Unit

      Transactions                                 63,248            86,519        1,818,974
                                                   ------            ------        ---------

     Net Increase
     in

          Contract Owners' Equity                  63,572            89,088        1,948,346

     Contract Owners' Equity:

      Beginning of Period                              --                --          669,136
                                                                                     -------
      End of Period                               $63,572           $89,088       $2,617,482
                                                  =======           =======       ==========
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                               Cova Series Trust                      Lord Abbett Series Fund, Inc. 

                                                Small             Large           Select             Int'l       Growth and         
                                            Cap Stock         Cap Stock           Equity            Equity           Income         
                                            ---------         ---------           ------            ------           ------         

From Operations:

<S>                                         <C>                <C>              <C>                 <C>          <C>                
 Net Investment Income (Loss)               ($19,951)          $536,814         ($3,168)            $2,253       $1,683,157         
 Net Realized Gain (Loss) on
  Investments                                   9,307            14,746           20,469             2,886           78,243         

 Net change in Unrealized Gain

  on Investments                              731,752           574,012        1,183,581            24,972        1,139,321         
                                              -------           -------        ---------            ------        ---------         

Net Increase in Contract
 Owner's Equity Resulting

 From Operations                              721,108         1,125,572        1,200,882            30,111        2,900,721         
                                              -------         ---------        ---------            ------        ---------         

From Account Unit
Transactions:

 Proceeds from Units of

  the Account Sold                            965,134         1,764,924        1,672,740         1,161,490        1,887,670         

 Payments for Units of the

  Account Redeemed                          (119,268)         (113,206)        (139,188)          (92,391)        (515,567)         
 Account Transfers                          3,732,024         6,016,134        5,100,198         3,891,923       10,712,632         
                                            ---------         ---------        ---------         ---------       ----------         

Net Increase in
 Contract Owners' Equity
 From Account Unit

 Transactions                               4,577,890         7,667,852        6,633,750         4,961,022       12,084,735         
                                            ---------         ---------        ---------         ---------       ----------         

Net Increase in

 Contract Owners' Equity                    5,298,998         8,793,424        7,834,632         4,991,133       14,985,456         

Contract Owners' Equity:

 Beginning of Period                        1,279,185         1,430,823        2,010,553         1,360,259        9,416,206         
                                            ---------         ---------        ---------         ---------        ---------         
 End of Period                             $6,578,183       $10,224,247       $9,845,185        $6,351,392      $24,401,662         
                                           ==========       ===========       ==========        ==========      ===========         
</TABLE>



See accompanying notes to financial statements.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1997

                                                       GACC
                                                Money
                                               Market             Total
                                               ------             -----

From Operations:

<S>                                            <C>            <C>      
 Net Investment Income (Loss)                  ($119)         2,484,552
 Net Realized Gain (Loss) on
  Investments                                      74           154,824

 Net change in Unrealized Gain

  on Investments                                  440         4,390,793
                                                  ---         ---------

Net Increase in Contract
 Owner's Equity Resulting

 From Operations                                  395         7,030,169
                                                  ---         ---------

From Account Unit
Transactions:

 Proceeds from Units of

  the Account Sold                            178,947        14,546,361

 Payments for Units of the

  Account Redeemed                                  -       (1,241,109)
 Account Transfers                           (29,039)        30,100,075
                                             --------        ----------

Net Increase in
 Contract Owners' Equity
 From Account Unit

 Transactions                                 149,908        43,405,327
                                              -------        ----------

Net Increase in

 Contract Owners' Equity                      150,303        50,435,496

Contract Owners' Equity:

 Beginning of Period                               --        18,879,877
                                                             ----------
 End of Period                             $ $150,303       $69,315,373
                                           = ========       ===========
</TABLE>



See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1996

                                                                                     Cova Series Trust

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

                                              Quality             Money            Stock        Growth and             Bond         
                                               Income            Market            Index            Income        Debenture         
                                               ------            ------            -----            ------        ---------         

From Operations:

<S>                                            <C>              <C>              <C>               <C>              <C>             
 Net Investment Income                         $7,224           $21,633          $34,743           $28,906          $12,071         
 Net Realized Gain (Loss) on
   Investments                                  (682)                --            1,342               518            1,375         

 Net change in Unrealized

  Gain (Loss) on Investments                  (1,359)                --           80,860            41,537            8,392         
                                              ------                              ------            ------            -----         

Net Increase in Contract
 Owner's Equity Resulting

 From Operations                                5,183            21,633          116,945            70,961           21,838         
                                                -----            ------          -------            ------           ------         

From Account Unit
Transactions:

 Proceeds from Units of

  the Account Sold                             57,261         5,011,759          152,928            32,625          115,745         

 Payments for Units of the

  Account Redeemed                           (22,762)             (170)         (13,935)           (7,535)               --         
 Account Transfers                            125,849       (5,037,068)          492,907           485,085          309,076         
                                              -------       -----------          -------           -------          -------         

Net Increase (Decrease) in
 Contract Owners' Equity

 From Account Unit                            160,348          (25,479)          631,900           510,175          424,821         
                                              -------          --------          -------           -------          -------         
 Transactions

Net Increase (Decrease) in

 Contract Owner's Equity                      165,531           (3,846)          748,845           581,136          446,659         

Contract Owners' Equity:

 Beginning of Period                          133,413           325,720          211,117           105,140               --         
                                              -------           -------          -------           -------                          
                                                                                                                                    
                                                                                                                                    
 End of Period                               $298,944          $321,874         $959,962          $686,276         $446,659         
                                             ========          ========         ========          ========         ========         
</TABLE>



See accompanying notes to financial statements.                      (continued)


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1996

                                                                                     Cova Series Trust

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

                                                Quality             Small            Large
                                                   Bond         Cap Stock        Cap Stock
                                                   ----         ---------        ---------

From Operations:

<S>                                             <C>               <C>              <C>    
 Net Investment Income                          $13,991           $47,627          $29,893
 Net Realized Gain (Loss) on
   Investments                                       65               334            3,085

 Net change in Unrealized

  Gain (Loss) on Investments                      2,313            34,020           56,856
                                                  -----            ------           ------

Net Increase in Contract
 Owner's Equity Resulting

 From Operations                                 16,369            81,981           89,834
                                                 ------            ------           ------

From Account Unit
Transactions:

 Proceeds from Units of

  the Account Sold                              100,194           461,912          542,124

 Payments for Units of the

  Account Redeemed                           (  (1,570)           (3,036)          (7,336)
 Account Transfers                              554,143           738,328          806,201
                                                -------           -------          -------

Net Increase (Decrease) in
 Contract Owners' Equity

 From Account Unit                              652,767         1,197,204        1,340,989
                                                -------         ---------        ---------
 Transactions

Net Increase (Decrease) in

 Contract Owner's Equity                        669,136         1,279,185        1,430,823

Contract Owners' Equity:

 Beginning of Period                                 --              --                 --

 End of Period                               $ $669,136        $1,279,185       $1,430,823
                                             = ========        ==========       ==========
</TABLE>



See accompanying notes to financial statements.                 (continued)


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 1996

                                                             Cova                 Lord Abbett
                                                       Series Trust         Series Fund, Inc.

                                               Select             Int'l       Growth and
                                               Equity            Equity           Income             Total

From Operations:

<S>                                           <C>                <C>            <C>               <C>     
 Net Investment Income                        $21,801            $2,480         $534,226          $754,595
 Net Realized Gain (Loss) on
  Investments                                     465               132            2,820             9,454

 Net change in Unrealized Gain

  (Loss) on Investments                       101,392            66,683          471,675           862,369
                                              -------            ------          -------           -------

Net Increase in Contract
 Owner's Equity Resulting

 From Operations                              123,658            69,295        1,008,721         1,626,418
                                              -------            ------        ---------         ---------

From Account Unit Transactions:
 Proceeds for Units of

  the Account Sold                            755,570           576,132        1,438,328         9,244,578

 Payments for Units of the

  Account Redeemed                            (8,859)           (4,725)        (131,847)         (201,775)
 Account Transfers                          1,140,184           719,557        4,425,896         4,760,158
                                            ---------           -------        ---------         ---------

Net Increase (Decrease) in
 Contract Owners' Equity

 From Account Unit                          1,886,895         1,290,964        5,732,377        13,802,961
                                            ---------         ---------        ---------        ----------
 Transactions

Net Increase (Decrease) in

 Contract Owners Equity                     2,010,553         1,360,259        6,741,098        15,429,379

Contract Owners' Equity:

 Beginning of Period                               --                --        2,675,108         3,450,498
                                                                               ---------         ---------
 End of Period                             $2,010,553        $1,360,259       $9,416,206         $18,879,877
                                           ==========        ==========       ==========         ==========
</TABLE>



                                                                         
See accompanying notes to financial statements.



                       COVA VARIABLE ANNUITY ACCOUNT FIVE
                              FINANCIAL HIGHLIGHTS

                                                                          
Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

                  Cova Series Trust - Quality Income Portfolio
       (Managed by Van Kampen American Capital Investment Advisory Corp.)

<TABLE>
<CAPTION>
                                                                    YEAR                       YEAR        PERIOD FROM 8/16/95
                                                                   ENDED                      ENDED          (COMMENCEMENT OF
                                                                                                                  OPERATIONS)
                                                                12/31/97                   12/31/96          THROUGH 12/31/95

Accumulation Unit Value,

<S>                                                               <C>                        <C>                       <C>   
  Beginning of Period                                             $15.54                     $15.33                    $14.42
                                                                  ------                     ------                    ------

Net Investment Income                                                .84                        .46                       .32

Net Realized and Unrealized

  Gain (Loss) from Security Transactions                             .34                      (.25)                       .59
                                                                     ---                      ----                        ---
 
Total from Investment Operations                                    1.18                        .21                       .91
                                                                    ----                        ---                       ---

Accumulation Unit Value,

  End of Period                                                   $16.72                     $15.54                    $15.33
                                                                  ======                     ======                    ======


Total Return*                                                      7.57%                      1.36%                     6.30%

Contract Owners' Equity,

  End of Period (in thousands)                                      $731                       $299                      $133

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                      1.40%                   1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                               4.60%                      3.21%                   6.54%**

<FN>
*  Investment  returns do not  reflect  any  contract  based  fees  (withdrawal,
contract  maintenance or account  transfer fees),  but do reflect  mortality and
expense  fees,  administration  expense fees and all expenses of the  underlying
portfolio (investment advisory fees and portfolio operating expenses).
**                  Annualized
</FN>
</TABLE>

     See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

Cova Series Trust - Money Market Portfolio
(Managed by Van Kampen American Capital Investment Advisory Corp.)

<TABLE>
<CAPTION>
                                                                    YEAR                       YEAR        PERIOD FROM 6/19/95
                                                                   ENDED                      ENDED          (COMMENCEMENT OF
                                                                                                                  OPERATIONS)
                                                                12/31/97                   12/31/96          THROUGH 12/31/95

Accumulation Unit Value,

<S>                                                               <C>                        <C>                       <C>   
  Beginning of Period                                             $11.88                     $11.42                    $11.13
                                                                  ------                     ------                    ------

Net Investment Income                                                .50                        .46                       .29

Net Realized and Unrealized

  Gain from Security Transactions                                     --                         --                        --

Total from Investment Operations                                     .50                        .46                       .29
                                                                     ---                        ---                       ---

Accumulation Unit Value,

  End of Period                                                   $12.38                     $11.88                    $11.42
                                                                   =====                      =====                     =====


Total Return*                                                      4.17%                      3.98%                     2.61%

Contract Owners' Equity,

  End of Period (in thousands)                                      $371                       $322                      $326

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                      1.40%                   1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                               4.13%                      3.91%                   4.38%**

<FN>
*  Investment  returns do not  reflect  any  contract  based  fees  (withdrawal,
contract  maintenance or account  transfer fees),  but do reflect  mortality and
expense  fees,  administration  expense fees and all expenses of the  underlying
portfolio (investment advisory fees and portfolio operating expenses).

**                   Annualized
</FN>
</TABLE>

   See accompanying notes to financial statements.


COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

Cova Series Trust - Stock Index Portfolio
(Managed by Van Kampen American Capital Investment Advisory Corp.)

<TABLE>
<CAPTION>
                                                                    YEAR                       YEAR        PERIOD FROM 7/20/95
                                                                   ENDED                      ENDED          (COMMENCEMENT OF
                                                                                                                  OPERATIONS)
                                                                12/31/97                   12/31/96          THROUGH 12/31/95

Accumulation Unit Value,

<S>                                                               <C>                        <C>                       <C>   
  Beginning of Period                                             $19.04                     $15.77                    $14.13
                                                                  ------                     ------                    ------

Net Investment Income                                                .09                        .67                       .50

Net Realized and Unrealized

   Gain from Security Transactions                                  5.83                      2.60                       1.14
                                                                    ----                      -----                      ----

Total from Investment Operations                                    5.92                       3.27                      1.64
                                                                    ----                       ----                      ----

Accumulation Unit Value,

  End of Period                                                   $24.96                     $19.04                    $15.77
                                                                   =====                      =====                     =====


Total Return*                                                     31.13%                     20.69%                    11.65%

Contract Owners' Equity,

  End of Period (in thousands)                                    $1,738                       $960                      $211

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                      1.40%                   1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                                .50%                      5.84%                  18.57%**

<FN>
*  Investment  returns do not  reflect  any  contract  based  fees  (withdrawal,
contract  maintenance or account  transfer fees),  but do reflect  mortality and
expense  fees,  administration  expense fees and all expenses of the  underlying
portfolio (investment advisory fees and portfolio operating expenses).

**   Annualized
</FN>
</TABLE>

   See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

Cova Series Trust - Growth & Income Portfolio
(Managed by Van Kampen American Capital Investment Advisory Corp.)

<TABLE>
<CAPTION>

                                                                    YEAR                       YEAR        PERIOD FROM 7/19/95
                                                                   ENDED                      ENDED          (COMMENCEMENT OF
                                                                                                                  OPERATIONS)
                                                                12/31/97                   12/31/96          THROUGH 12/31/95

Accumulation Unit Value,

<S>                                                               <C>                        <C>                       <C>   
  Beginning of Period                                             $17.01                     $14.61                    $13.05
                                                                  ------                     ------                    ------

Net Investment Income                                                .23                        .68                       .99

Net Realized and Unrealized

    Gain from Security Transactions                                 3.74                       1.72                       .57
                                                                    ----                       ----                       ---

Total from Investment Operations                                    3.97                       2.40                      1.56
                                                                    ----                       ----                      ----

Accumulation Unit Value,

  End of Period                                                   $20.98                     $17.01                    $14.61
                                                                  ======                     ======                    ======


Total Return*                                                     23.34%                     16.42%                    11.93%

Contract Owners' Equity,

  End of Period (in thousands)                                    $1,680                        $686                     $105

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                      1.40%                   1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                               1.29%                      7.08%                  49.49%**

<FN>
*  Investment  returns do not  reflect  any  contract  based  fees  (withdrawal,
contract  maintenance or account  transfer fees),  but do reflect  mortality and
expense  fees,  administration  expense fees and all expenses of the  underlying
portfolio (investment advisory fees and portfolio operating expenses).

**     Annualized
</FN>
</TABLE>

    See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Bond Debenture Portfolio
 (Managed by Lord, Abbett & Co.)

                                                                    YEAR        PERIOD FROM 5/20/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                      OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

Accumulation Unit Value,

<S>                                                               <C>                        <C>   
  Beginning of Period                                             $11.30                     $10.15
                                                                  ------                     ------

Net Investment Income                                                .40                         .33

Net Realized and Unrealized

    Gain from Security Transactions                                 1.18                       .82
                                                                    ----                       ---

Total from Investment Operations                                    1.58                       1.15
                                                                    ----                       ----

Accumulation Unit Value,

  End of Period                                                   $12.88                     $11.30
                                                                   =====                      =====


Total Return*                                                     14.05%                     11.32%

Contract Owners' Equity,

  End of Period (in thousands)                                    $4,475                       $447

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                    1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                               5.50%                    9.98%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

     See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>

Cova Series Trust - Developing Growth Portfolio
(Managed by Lord, Abbett & Co.)

                                                     PERIOD FROM 11/7/97
                                                        (COMMENCEMENT OF
                                                             OPERATIONS)
                                                         THROUGH 12/31/97

  Accumulation Unit Value,

<S>                                                               <C>   
    Beginning of Period                                           $10.83

  Net Investment Loss                                              (.02)

  Net Realized and Unrealized

     Loss from Security Transactions                               (.28)

  Total from Investment Operations                                (0.30)

  Accumulation Unit Value,

    End of Period                                                 $10.53

  Total Return*                                                  (2.80%)

  Contract Owners' Equity

    End of Period (in thousands)                                     $64

  Ratio of Expenses to Average

    Contract Owners' Equity                                      1.40%**

  Ratio of Net Investment Loss

    to Average Contract Owners' Equity                         (1.14%)**

<FN>
*    Investment  return does not reflect any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees), but does reflect mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Mid-Cap Value Portfolio
(Managed by Lord, Abbett & Co.)

                                                     PERIOD FROM 11/7/97
                                                (COMMENCEMENT OF OPERATIONS)
                                                        THROUGH 12/31/97

  Accumulation Unit Value,

<S>                                                               <C>   
    Beginning of Period                                           $10.05

  Net Investment Loss                                              (.01)

  Net Realized and Unrealized

     Gain from Security Transactions                                 .43

  Total from Investment Operations                                   .42

  Accumulation Unit Value,

    End of Period                                                 $10.47

  Total Return*                                                    4.17%

  Contract Owners' Equity

    End of Period (in thousands)                                     $89

  Ratio of Expenses to Average

    Contract Owners' Equity                                      1.40%**

  Ratio of Net Investment Loss

    to Average Contract Owners' Equity                          (.22%)**

<FN>
*    Investment  return does not reflect any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees), but does reflect mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Quality Bond Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

                                                                    YEAR        PERIOD FROM 5/20/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                     OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

Accumulation Unit Value,

<S>                                                               <C>                         <C>  
  Beginning of Period                                             $10.37                      $9.95
                                                                  ------                      -----

Net Investment Income                                                .45                        .29

Net Realized and Unrealized

   Gain from Security Transactions                                   .34                        .13
                                                                     ---                        ---

Total from Investment Operations                                     .79                        .42
                                                                     ---                        ---

Accumulation Unit Value,

  End of Period                                                   $11.16                     $10.37
                                                                  ======                      =====


Total Return*                                                      7.58%                      4.20%

Contract Owners' Equity,

  End of Period (in thousands)                                    $2,617                       $669

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                    1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                               5.64%                    7.33%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.




COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Small Cap Stock Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

                                                                    YEAR        PERIOD FROM 5/15/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                     OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

  Accumulation Unit Value,

<S>                                                               <C>                        <C>   
    Beginning of Period                                           $11.31                     $10.91
                                                                  ------                     ------

  Net Investment Income (Loss)                                     (.08)                        .39

  Net Realized and Unrealized

      Gain from Security Transactions                               2.26                        .01
                                                                    ----                        ---

  Total from Investment Operations                                  2.18                        .40
                                                                    ----                        ---

  Accumulation Unit Value,

    End of Period                                                 $13.49                     $11.31
                                                                  ======                      =====


  Total Return*                                                   19.31%                      3.69%

  Contract Owners' Equity,

    End of Period (in thousands)                                  $6,578                     $1,279

  Ratio of Expenses to Average

    Contract Owners' Equity                                        1.40%                    1.40%**

  Ratio of Net Investment Income (Loss)

    to Average Contract Owners' Equity                           (0.55%)                   12.57%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Large Cap Stock Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

                                                                    YEAR        PERIOD FROM 5/16/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                     OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

Accumulation Unit Value,

<S>                                                               <C>                        <C>   
  Beginning of Period                                             $11.34                     $10.16
                                                                  ------                     ------

Net Investment Income                                                .77                        .22

Net Realized and Unrealized

    Gain from Security Transactions                                 2.78                        .96
                                                                    ----                        ---

Total from Investment Operations                                    3.55                       1.18
                                                                    ----                       ----

Accumulation Unit Value,

  End of Period                                                   $14.89                     $11.34
                                                                   =====                      =====


Total Return*                                                     31.36%                     11.62%

Contract Owners' Equity,

  End of Period (in thousands)                                   $10,224                     $1,431

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                    1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                              10.14%                    8.33%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - Select Equity Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

                                                                    YEAR        PERIOD FROM 5/15/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                         OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

Accumulation Unit Value,

<S>                                                               <C>                        <C>   
  Beginning of Period                                             $10.84                     $10.15
                                                                  ------                     ------

Net Investment Income (Loss)                                       (.03)                        .11

Net Realized and Unrealized

    Gain from Security Transactions                                 3.24                        .58
                                                                    ----                        ---

Total from Investment Operations                                    3.21                        .69
                                                                    ----                        ---

Accumulation Unit Value,

  End of Period                                                   $14.05                     $10.84
                                                                   =====                      =====


Total Return*                                                     29.67%                      6.76%

Contract Owners' Equity,

  End of Period (in thousands)                                    $9,845                     $2,011

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                    1.40%**

Ratio of Net Investment Income (Loss)

  to Average Contract Owners' Equity                              (.06%)                    4.23%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Cova Series Trust - International Equity Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

                                                                    YEAR        PERIOD FROM 5/14/96
                                                                   ENDED           (COMMENCEMENT OF
                                                                                     OPERATIONS)
                                                                12/31/97            THROUGH 12/31/96

Accumulation Unit Value,

<S>                                                               <C>                        <C>   
  Beginning of Period                                             $10.97                     $10.10
                                                                  ------                     ------

Net Investment Income (Loss)                                       (.01)                        .02

Net Realized and Unrealized

    Gain from Security Transactions                                  .50                        .85
                                                                     ---                        ---

Total from Investment Operations                                     .49                        .87
                                                                     ---                        ---

Accumulation Unit Value,

  End of Period                                                   $11.46                     $10.97
                                                                   =====                      =====


Total Return*                                                      4.52%                      8.60%

Contract Owners' Equity,

  End of Period (in thousands)                                    $6,351                     $1,360

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                    1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                                .06%                     .61%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<PAGE>



COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
Lord Abbett Series Fund, Inc. Growth and Income Portfolio

                                                                    YEAR                       YEAR       PERIOD FROM 7/20/95
                                                                   ENDED                      ENDED          (COMMENCEMENT OF
                                                                                                                  OPERATIONS)
                                                                12/31/97                   12/31/96          THROUGH 12/31/95

Accumulation Unit Value,

<S>                                                               <C>                        <C>                       <C>   
  Beginning of Period                                             $25.09                     $21.31                    $19.54
                                                                  ------                     ------                    ------

Net Investment Income                                               2.01                       1.32                      1.50

Net Realized and Unrealized

    Gain from Security Transactions                                 3.74                       2.46                       .27
                                                                    ----                       ----                       ---

Total from Investment Operations                                    5.75                       3.78                      1.77
                                                                    ----                       ----                      ----

Accumulation Unit Value,

  End of Period                                                   $30.84                     $25.09                    $21.31
                                                                   =====                      =====                     =====


Total Return*                                                     22.91%                     17.76%                     9.05%

Contract Owners' Equity,

  End of Period (in thousands)                                   $24,402                     $9,416                    $2,675

Ratio of Expenses to Average

  Contract Owners' Equity                                          1.40%                      1.40%                   1.40%**

Ratio of Net Investment Income

  to Average Contract Owners' Equity                              10.45%                      9.23%                  42.60%**

<FN>
*    Investment  returns do not reflect  any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees),  but do reflect  mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE
FINANCIAL HIGHLIGHTS

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below.

<TABLE>
<CAPTION>
General American Capital Company Money Market Portfolio

                                                     PERIOD FROM 12/4/97
                                                (COMMENCEMENT OF OPERATIONS)
                                                        THROUGH 12/31/97

Accumulation Unit Value,

<S>                                                               <C>   
  Beginning of Period                                             $10.63

Net Investment Loss                                                (.01)

Net Realized and Unrealized

    Gain from Security Transactions                                  .05

Total from Investment Operations                                     .04

Accumulation Unit Value,

  End of Period                                                   $10.67

Total Return*                                                       .34%

Contract Owners' Equity,

  End of Period (in thousands)                                      $150

Ratio of Expenses to Average

  Contract Owners' Equity                                        1.40%**

Ratio of Net Investment Loss

  to Average Contract Owners' Equity                           (1.34%)**

<FN>
*    Investment  return does not reflect any  contract  based fees  (withdrawal,
     contract  maintenance or account transfer fees), but does reflect mortality
     and  expense  fees,  administration  expense  fees and all  expenses of the
     underlying  portfolio  (investment  advisory fees and  portfolio  operating
     expenses).

**   Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT FIVE

NOTES TO FINANCIAL STATEMENTS
December 31, 1997

1.    ORGANIZATION:

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

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

The Trust  Developing  Growth and Trust  Mid-Cap  Value  sub-accounts  commenced
operations  on November 7, 1997.  The GACC Money  Market  sub-account  commenced
operations on December 4, 1997.


2.   SIGNIFICANT ACCOUNTING POLICIES :

     A.    Investment Valuation

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

     B.    Reinvestment of Dividends

     With the exception of GACC,  dividends  received from net investment income
and net  realized  capital  gains are  reinvested  in  additional  shares of the
portfolio  of the Trust or Fund making the  distribution.  Dividend  and capital
gain distributions are recorded as income on the ex-dividend date.

     GACC follows the Federal income tax practice known as consent  dividending,
whereby  substantially all of its net investment income and net realized capital
gains are deemed to be passed through to the Separate Account. As a result, GACC
does not  distribute  any dividends or capital  gains.  During  December of each
year,  accumulated  investment  income and capital gains of the underlying  GACC
portfolios  are allocated to the Separate  Account by increasing  the cost basis
and recognizing a capital gain in the Separate Account.

                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

     C.   Federal Income Taxes

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

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

3.   CONTRACT FEES:

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

An annual  contract  maintenance  fee of $30 is  imposed on all  contracts  with
contract  values less than $50,000 on their policy  anniversary.  The fee covers
the cost of  contract  administration  for the  previous  year  and is  prorated
between the  sub-accounts  to which the contract value is allocated.  Subject to
certain  restrictions,  the  contract  owner may  transfer  all or a part of the
accumulated  value of the contract  among other  offered and  available  account
options of the Separate  Account and fixed rate  annuities of Cova. If more than
12  transfers  have been made in the  contract  year,  a transfer fee of $25 per
transfer or, if less,  2% of the amount  transferred  will be deducted  from the
account  value.  If the owner is  participating  in the  Dollar  Cost  Averaging
program,  such related  transfers are not taken into account in determining  any
transfer fee.

For the year ended December 31, 1997,  withdrawal  and account  transfer fees of
$6,919 and contract  maintenance fees of $12,257 were deducted from the contract
values in the Separate Account

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

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

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

                                                                     (continued)



COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

4.    GAIN (LOSS) ON INVESTMENTS:

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

<TABLE>
<CAPTION>
9. REALIZED GAINS (LOSSES) ON INVESTMENTS:


                                                                              YEAR ENDED                         YEAR ENDED
                                                                                12/31/97                           12/31/96

 Trust Quality Income Portfolio:

<S>                                                                              <C>                                <C>    
  Aggregate Proceeds From Sales                                                  $78,042                            $50,860
  Aggregate Cost                                                                  78,307                             51,542
                                                                                  ------                             ------
    Net Realized Loss on Investments                                              ($265)                             ($682)
                                                                                  ======                             ======

 Trust Money Market Portfolio:

  Aggregate Proceeds From Sales                                               $5,031,278                         $4,136,159
  Aggregate Cost                                                               5,031,278                          4,136,159
                                                                               ---------                          ---------
    Net Realized Gain on Investments                                                  --                                 --
 
 Trust Stock Index Portfolio:

  Aggregate Proceeds From Sales                                                 $100,563                            $23,308
  Aggregate Cost                                                                  81,687                             21,966
                                                                                  ------                             ------
    Net Realized Gain on Investments                                             $18,876                             $1,342
                                                                                 =======                             ======

 Trust Growth and Income Portfolio:

  Aggregate Proceeds From Sales                                                  $21,278                            $24,274
  Aggregate Cost                                                                  18,280                             23,756
                                                                                  ------                             ------
    Net Realized Gain on Investments                                              $2,998                               $518
                                                                                  ======                               ====

 Trust Bond Debenture Portfolio:

  Aggregate Proceeds From Sales                                                 $109,027                             64,093
  Aggregate Cost                                                                 103,526                             62,718
                                                                                 -------                             ------
True Net Realized Gain on Investments                                            $5,501                              $1,375
                                                                                 ======                              -----

 Trust Developing Growth Portfolio:

  Aggregate Proceeds From Sales                                                 $ 15,035                                   
  Aggregate Cost                                                                  15,050                                   
                                                                                 -------                                   
True Net Realized Gain on Investments                                            ($15)                                N/A
                                                                                 ======                                   

 Trust Mid-Cap Value Portfolio:

  Aggregate Proceeds From Sales                                                 $  5,141                            
  Aggregate Cost                                                                   5,091                             
                                                                                 -------                                   
True Net Realized Gain on Investments                                           $     50                              N/A
                                                                                 ======                                   
</TABLE>


                                                                     (continued)




COVA VARIABLE ANNUITY ACCOUNT
FIVE
NOTES TO FINANCIAL STATEMENTS
REALIZED GAINS (LOSSES) ON
INVESTMENTS, CONTINUED:

<TABLE>
<CAPTION>
                                                                              YEAR ENDED                         YEAR ENDED
                                                                                12/31/97                           12/31/96

 Trust Quality Bond Portfolio:

<S>                                                                             <C>                                  <C>   
  Aggregate Proceeds From Sales                                                 $149,426                             $9,121
  Aggregate Cost                                                                 147,472                              9,056
                                                                                 -------                              -----
    Net Realized Gain on Investments                                              $1,954                                $65
                                                                                  ======                                ===

 Trust Small Cap Stock Portfolio:

  Aggregate Proceeds From Sales                                                  $91,131                             $8,158
  Aggregate Cost                                                                  81,824                              7,824
                                                                                  ------                              -----
    Net Realized Gain on Investments                                              $9,307                               $334
                                                                                  ======                               ====

 Trust Large Cap Stock Portfolio:

  Aggregate Proceeds From Sales                                                 $121,132                            $39,604
  Aggregate Cost                                                                 106,386                             36,519
                                                                                 -------                             ------
    Net Realized Gain on Investments                                             $14,746                             $3,085
                                                                                 =======                             ======

 Trust Select Equity Portfolio:

  Aggregate Proceeds From Sales                                                 $150,731                            $10,599
  Aggregate Cost                                                                 130,262                             10,134
                                                                                 -------                             ------
    Net Realized Gain on Investments                                             $20,469                               $465
                                                                                 =======                               ====

 Trust International Equity Portfolio:

  Aggregate Proceeds From Sales                                                 $185,858                             $4,037
  Aggregate Cost                                                                 182,972                              3,905
                                                                                 -------                              -----
    Net Realized Gain on Investments                                              $2,886                               $132
                                                                                  ======                               ====

   Fund Growth and Income Portfolio:

    Aggregate Proceeds From Sales                                               $585,935                            $96,408
    Aggregate Cost                                                               507,692                             93,588
                                                                                 -------                             ------
      Net Realized Gain on Investments                                           $78,243                            $ 2,820
                                                                                 =======                             ------

 GACC Money Market Portfolio:

  Aggregate Proceeds From Sales                                                 $ 29,146                             
  Aggregate Cost                                                                  29,072                             
                                                                                 -------                                   
True Net Realized Gain on Investments                                            $    74                               N/A
                                                                                 =======                                  
</TABLE>

                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT
FIVE
NOTES TO FINANCIAL STATEMENTS
NET CHANGE IN UNREALIZED GAINS
(LOSSES) ON INVESTMENTS:

   
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED                         YEAR ENDED
                                                                                      12/31/97                           12/31/96

   Trust Quality Income Portfolio:

<S>                                                                                   <C>                                    <C> 
    End of Period                                                                     $14, 678                               $447
    Beginning of Period                                                                    447                              1,806
                                                                                           ---                              -----
      Net change in Unrealized Gain (Loss) on Investments                              $14,231                           ($1,359)
                                                                                       =======                           ========

   Trust Money Market Portfolio:

    End of Period                                                                           --                                 --
    Beginning of Period                                                                     --                                 --
  
     Net change in Unrealized Gain on Investments                                          --                                 --
   Trust Stock Index Portfolio:

    End of Period                                                                     $393,343                            $82,185
    Beginning of Period                                                                 82,185                              1,325
                                                                                        ------                              -----
       Net change in Unrealized Gain on Investments                                    $311,158                            $80,860
                                                                                      ========                            =======

   Trust Growth and Income Portfolio:

    End of Period                                                                     $251,383                            $37,743
    Beginning of Period                                                                 37,743                            (3,794)
                                                                                        ------                            ------ 
      Net change in Unrealized Gain on Investments                                    $213,640                            $41,537
                                                                                      ========                            =======

   Trust Bond Debenture Portfolio:

    End of Period                                                                     $163,335                             $8,392
    Beginning of Period                                                                  8,392                                 --
                                                                                         -----                                   
       Net change in Unrealized Gain on Investments                                    $154,943                            $8,392
                                                                                       ========                            ======

   Trust Developing Growth Portfolio:
    End of Period                                                                         $404                                
    Beginning of Period                                                                    --                              
      Net change in Unrealized Gain on Investments                                        $404                              N/A
                                                                                          ====                                 

   Trust Mid-Cap Value Portfolio:
    End of Period                                                                         $2,536                                
                                                                                          ======                                
    Beginning of Period                                                                    --                              
      Net change in Unrealized Gain on Investments                                        $2,536                              N/A
                                                                                          ======                                 
</TABLE>

                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
5. UNREALIZED GAINS ON INVESTMENTS, CONTINUED:

                                                                              YEAR ENDED                         YEAR ENDED
                                                                                12/31/97                           12/31/96

Trust Quality Bond Portfolio:

<S>                                                                              <C>                                 <C>   
 End of Period                                                                   $42,116                             $2,313
 Beginning of Period                                                               2,313                                 --
                                                                                   -----                                   
   Net change in Unrealized Gain on Investments                                  $39,803                             $2,313
                                                                                 =======                             ======

Trust Small Cap Stock Portfolio:

 End of Period                                                                  $765,772                            $34,020
 Beginning of Period                                                              34,020                                 --
                                                                                  ------                                   
   Net change in Unrealized Gain on Investments                                 $731,752                            $34,020
                                                                                ========                            =======

Trust Large Cap Stock Portfolio:

 End of Period                                                                  $630,868                            $56,856
 Beginning of Period                                                              56,856                                 --
                                                                                  ------                                   
   Net change in Unrealized Gain on Investments                                 $574,012                            $56,856
                                                                                ========                            =======

Trust Select Equity Portfolio:

 End of Period                                                                $1,284,973                           $101,392
 Beginning of Period                                                             101,392                                 --
                                                                                 -------                                   
   Net change in Unrealized Gain on Investments                               $1,183,581                           $101,392
                                                                              ==========                           ========

Trust International Equity Portfolio:

 End of Period                                                                   $91,655                            $66,683
 Beginning of Period                                                              66,683                                 --
                                                                                  ------                                   
    Net change in Unrealized Gain on Investments                                  $24,972                            $66,683
                                                                                 =======                            =======

Fund Growth and Income Portfolio:

 End of Period                                                                $1,514,090                           $374,769
 Beginning of Period                                                             374,769                           (96,906)
                                                                                 -------                           ------- 
   Net change in Unrealized Gain on Investments                               $1,139,321                           $421,675
                                                                              ==========                           ========

GACC Money Market Portfolio:

 End of Period                                                                $440                                         
 Beginning of Period                                                            --                                  N/A
                                                                              -----                                    
   Net change in Unrealized Gain on Investments                               $440                                         
                                                                              ==========                                   
</TABLE>

                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

5. ACCOUNT UNIT TRANSACTIONS:

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

                                                                     Cova  Series Trust
                                                   ---------------------------------------------------------------------------------
                                                      Quality             Money            Stock        Growth and             Bond 
                                                       Income            Market            Index            Income        Debenture 

<S>                                                    <C>              <C>              <C>                <C>                     
 Balance at December 31, 1995                           8,702            28,509           13,384             7,197              N/A 
  Units Sold                                            3,762           429,882            9,129             2,136           10,897
  Units Redeemed                                      (1,485)              (10)            (805)             (596)             (31)
  Units Transferred                                     8,258         (431,287)           28,718            31,613           28,679
                                                        -----         ---------           ------            ------           ------

 Balance at December 31, 1996                          19,237            27,094           50,426            40,350           39,545 
                                                       ------            ------           ------            ------           ------ 

  Units Sold                                              339           449,124              927             8,266           82,546 
  Units Redeemed                                      (2,985)           (5,992)          (1,112)             (623)          (6,072) 
  Units Transferred                                    27,138         (440,275)           19,361            32,087          231,381 
                                                       ------         ---------           ------            ------          ------- 

 Balance at December 31, 1997                          43,729            29,951           69,602            80,080          347,400 
                                                       ======            ======           ======            ======          ======= 
</TABLE>

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

                                                   
                                                   ------------------------
                                                          Developing          Mid-Cap
                                                              Growth            Value

                                                                               
<S>                                                             <C>               <C>
 Balance at December 31, 1995                                    N/A              N/A
  Units Sold                                       
  Units Redeemed                                   
  Units Transferred                                
                                                   

 Balance at December 31, 1996                                    N/A              N/A
                                                                 ---              ---

  Units Sold                                                   1,385            3,163
  Units Redeemed                                                  --               --
  Units Transferred                                            4,654            5,347
                                                               -----            -----

 Balance at December 31, 1997                                  6,039            8,510
                                                               =====            =====
</TABLE>


<TABLE>
<CAPTION>
                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

                                                          Cova  Series Trust                     Lord Abbett Series Fund, Inc.   
                                                      ------------------------------------------------------------------------  ----

                                                      Quality             Small            Large            Select            Int'l 
                                                         Bond         Cap Stock        Cap Stock            Equity           Equity 

<S>                                                   <S>             <C>              <C>                 <C>               <C>    
 Balance at December 31, 1995                             N/A               N/A              N/A               N/A              N/A 
  Units Sold                                            9,984            43,638           50,898            74,928           55,862 
  Units Redeemed                                        (152)             (288)            (649)             (830)            (448) 
  Units Transferred                                    54,702            69,768           75,982           111,411           68,618 
                                                       ------            ------           ------           -------           ------ 

 Balance at December 31, 1996                          64,534           113,118          126,231           185,509          124,032 
                                                       ------           -------          -------           -------          ------- 

  Units Sold                                           26,745            81,088          131,724           133,310          100,609 
  Units Redeemed                                      (2,643)           (9,279)          (8,007)          (10,336)          (8,250) 
  Units Transferred                                   146,007           302,653          436,729           392,067          337,714 
                                                      -------           -------          -------           -------          ------- 

 Balance at December 31, 1997                         234,643           487,580          686,677           700,550          554,105 
                                                      =======           =======          =======           =======          ======= 
</TABLE>


<TABLE>
<CAPTION>
                                                                     (continued)

COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO FINANCIAL STATEMENTS

                                                                          GACC
                                                      ------------   ------------

                                                             Growth and            Money
                                                                 Income           Market

<S>                                                          <C>                  <C>
 Balance at December 31, 1995                                   125,555              N/A
  Units Sold                                                     61,744
  Units Redeemed                                                (5,839)
  Units Transferred                                             193,844
                                                                -------

 Balance at December 31, 1996                                   375,304              N/A
                                                                -------              ---

  Units Sold                                                     66,936           16,814
  Units Redeemed                                               (17,887)               --
  Units Transferred                                             366,957          (2,723)
                                                                -------          -------

 Balance at December 31, 1997                                   791,310           14,091
                                                                =======           ======
</TABLE>



COVA  FINANCIAL  LIFE  INSURANCE  COMPANY  (a wholly  owned  subsidiary  of Cova
Financial Services Life Insurance Company)
Financial Statements
December 31, 1997, 1996 and 1995
(With Independent Auditors' Report Thereon)



                          Independent Auditors' Report

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

     We have audited the  accompanying  balance  sheets of Cova  Financial  Life
     Insurance  Company (a wholly owned  subsidiary of Cova  Financial  Services
     Life Insurance Company) (the Company) as of December 31, 1997 and 1996, and
     the related statements of income,  shareholder's equity, and cash flows for
     the years ended  December  31,  1997 and 1996,  and the period from June 1,
     1995 to December 31, 1995 (Successor periods),  and the period from January
     1, 1995 to May 31, 1995 (Predecessor  period).  These financial  statements
     are the responsibility of the Company's  management.  Our responsibility is
     to express an opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
     in all material  respects,  the financial  position of Cova  Financial Life
     Insurance  Company as of December 31, 1997 and 1996, and the results of its
     operations and its cash flows for the Successor periods, in conformity with
     generally  accepted  accounting  principles.  Also,  in  our  opinion,  the
     Predecessor  financial statements present fairly, in all material respects,
     the  results  of its  operations  and its cash  flows  for the  Predecessor
     period, in conformity with generally accepted accounting principles.

     As discussed in Note 1 to the financial statements, effective June 1, 1995,
     the predecessor to Cova Corporation,  a subsidiary of General American Life
     Insurance Company,  acquired all of the outstanding stock of Cova Financial
     Life  Insurance  Company  in a  business  combination  accounted  for  as a
     purchase. As a result of the acquisition, the financial information for the
     periods  subsequent  to the  acquisition  is presented on a different  cost
     basis than that for the period prior to the acquisition and, therefore,  is
     not comparable.


     Chicago, Illinois
     March 5, 1998






<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)
Balance Sheets
December 31, 1997 and 1996
(In thousands of dollars)

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

                            ASSETS                                                           1997          1996
- -------------------------------------------------------------------------------------------------------------------

Investments:

    Debt securities available for sale, at fair value

<S>                                                                                     <C>                 <C>   
       (cost of $96,884 in 1997 and $71,257 in 1996)                                    $     97,520        71,263
    Mortgage loans (net)                                                                       1,786         -
    Policy loans                                                                               1,083         1,048
    Short-term investments, at fair value                                                      -                44
- -------------------------------------------------------------------------------------------------------------------

Total investments                                                                            100,389        72,355
- -------------------------------------------------------------------------------------------------------------------


Cash and cash equivalents - interest-bearing                                                     756         4,150
Cash - noninterest-bearing                                                                     1,392         2,485
Accrued investment income                                                                      1,826         1,122
Deferred policy acquisition costs                                                              6,774         3,321
Present value of future profits                                                                  900         1,178
Goodwill                                                                                       1,923         2,034
Deferred tax asset (net)                                                                       1,042         1,115
Receivable from OakRe                                                                         68,533        92,238
Reinsurance receivables                                                                          114            51
Other assets                                                                                      14            44
Separate account assets                                                                       69,318        18,880
- -------------------------------------------------------------------------------------------------------------------

Total assets                                                                            $    252,981       198,973
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Balance Sheets, continued

December 31, 1997 and 1996

(In thousands of dollars, except share data)

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

         LIABILITIES AND SHAREHOLDER'S EQUITY                                                 1997         1996
- -------------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>               <C>    
Policyholder deposits                                                                    $    157,566      154,566
Future policy benefits                                                                          5,381        4,561
Payable on purchase of securities                                                                  92        1,048
Accounts payable and other liabilities                                                          1,462          736
Federal and state income taxes payable                                                            106           10
Future purchase price payable to OakRe                                                            565          683
Guaranty fund assessments                                                                       1,000        1,585
Separate account liabilities                                                                   69,318       18,880
- -------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                             235,490      182,069
- -------------------------------------------------------------------------------------------------------------------

Shareholder's equity:

   Common stock, $233.34 par value.  (Authorized

      30,000 shares; issued and outstanding                                                     2,800        2,800
      12,000 shares in 1997 and 1996
   Additional paid-in capital                                                                  13,523       13,523
   Retained earnings                                                                            1,023          580
   Net unrealized appreciation on securities,

      net of tax                                                                                  145            1
- -------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                                                     17,491       16,904
- -------------------------------------------------------------------------------------------------------------------

Total liabilities and shareholder's equity                                               $    252,981      198,973
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.





<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Income

Years ended December 31, 1997, 1996, and 1995

(In thousands of dollars)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                             The Company                       Predecessor
                                                                 -----------------------------------------  ---------------
                                                                                              7 months          5 months
                                                                                              ended              ended
                                                                                               December 31,     May 31,
                                                                   1997        1996           1995               1995
- ---------------------------------------------------------------------------------------------------------------------------

Revenues:

<S>                                                            <C>                 <C>            <C>                 <C>
    Premiums                                                   $     1,191         488            142                 82
    Net investment income                                            6,761       4,176          1,419              5,271
    Net realized gains (losses) on sales of

       investments                                                     158         (28)           118               (272)
    Separate account fees                                              599         134             10              -
    Other income (expense)                                              45          35             (7)                57
- ---------------------------------------------------------------------------------------------------------------------------

Total revenues                                                       8,754       4,805          1,682              5,138
- ---------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:

    Interest on policyholder deposits                                4,837       2,563            788              5,034
    Current and future policy benefits                               1,481         722            115                178
    Operating and other expenses                                     1,203         570            309                814
    Amortization of purchased intangible
       assets                                                          165          66            157              -
    Amortization of deferred acquisition
       costs                                                           320         187              5                522
- ---------------------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                          8,006       4,108          1,374              6,548
- ---------------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                                      748         697            308             (1,410)
- ---------------------------------------------------------------------------------------------------------------------------

Income tax expense (benefit):

    Current                                                            310         351          -                   (362)
    Deferred                                                            (5)        (66)           140               (201)
- ---------------------------------------------------------------------------------------------------------------------------

Total income tax expense (benefit)                                     305         285            140               (563)
- ---------------------------------------------------------------------------------------------------------------------------

Net income (loss)                                              $       443         412            168               (847)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Shareholder's Equity

Years ended December 31, 1997, 1996, and 1995

(In thousands of dollars)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                  The Company                 Predecessor
                                                                      --------------------------------------  -------------
                                                                                                7 months        5 months
                                                                                                 ended           ended
                                                                                              December 31,      May 31,
                                                                        1997       1996      1995               1995
- ---------------------------------------------------------------------------------------------------------------------------

Common stock:

<S>                                                                 <C>              <C>            <C>             <C>
      Balance at beginning of period                                $    2,800       2,800          2,800           600
      Par value adjustment                                               -           -              -             2,200
- ---------------------------------------------------------------------------------------------------------------------------

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

Additional paid-in capital:

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

Balance at end of period                                                13,523      13,523         13,523        18,093
- ---------------------------------------------------------------------------------------------------------------------------

Retained earnings:

    Balance at beginning of period                                         580         168            209         4,045
    Adjustment to reflect purchase acquisition
      indicated in note 2                                                -           -               (209)        -
    Net income (loss)                                                      443         412            168          (847)
    Adjustment due to financial reinsurance
      transaction with OakRe                                             -           -              -            (2,989)
- ---------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                 1,023         580            168           209
- ---------------------------------------------------------------------------------------------------------------------------

Net unrealized appreciation (depreciation) on securities:

      Balance at beginning of period                                         1         192         (3,789)      (11,316)
      Adjustment to reflect purchase acquisition
         indicated in note 2                                             -           -              3,789         -
Change in unrealized appreciation (depreciation)
    of debt and equity securities                                          630        (840)           846        15,151
Change in deferred Federal income taxes                                    (77)        103           (104)       (4,053)
Change in deferred acquisition costs
    attributable to unrealized gains                                      (144)        (69)         -            (3,571)
Change in present value of future profits
    attributable to unrealized losses (gains)                             (265)        615           (550)        -
- ---------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                   145           1            192        (3,789)
- ---------------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                          $   17,491      16,904         16,683        17,313
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.





<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Cash Flows

Years ended December 31, 1997, 1996 and 1995

(In thousands of dollars)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                              The Company                    Predecessor
                                                                  ----------------------------------------  ---------------
                                                                                             7 months          5 months
                                                                                               ended            ended
                                                                                           December 31,        May 31,
                                                                    1997        1996      1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows from operating activities:

<S>                                                             <C>               <C>              <C>            <C>  
    Interest and dividend receipts                              $     6,162       3,676            934            7,283
    Premiums received                                                 1,210         509            154               90
    Insurance and annuity benefit payments                             (669)       (580)          (339)            (252)
    Operating disbursements                                          (1,341)       (768)          (490)          (1,038)
    Taxes on income refunded (paid)                                    (298)       (341)         -                1,975
    Commissions and acquisition costs paid                           (3,821)     (2,413)        (1,169)            (542)
    Other                                                                69        (183)           360            6,299
- ---------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating
    activities                                                        1,312        (100)          (550)          13,815
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
    Cash used for the purchase of

      investment securities                                         (53,534)    (42,655)       (52,399)            (935)
    Proceeds from investment securities
      sold and matured                                               25,379      10,635         14,399          151,204
    Investment expenses                                                 (81)        (90)           (57)             (97)
- ---------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing

    activities                                                      (28,236)    (32,110)       (38,057)         150,172
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:

    Policyholder deposits                                            81,788      38,348         12,442            5,614
    Transfers from (to) OakRe                                        25,060      36,553         33,579         (171,081)
    Transfer to separate accounts                                   (56,144)    (13,669)        (3,312)           -
    Return of policyholder deposits                                 (28,267)    (28,521)       (26,897)         (15,531)
    Capital contributions received                                    -           -              3,000            3,093
- ---------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) financing

    activities                                                       22,437      32,711         18,812         (177,905)
- ---------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash

    equivalents                                                      (4,487)        501        (19,795)         (13,918)
- ---------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents -

    beginning of period                                               6,635       6,134         25,929           39,847
- ---------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents -

    end of period                                               $     2,148       6,635          6,134           25,929
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Cash Flows

(In thousands of dollars)

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

                                                                              The Company                    Predecessor
                                                                  ----------------------------------------  ---------------
                                                                                             7 months          5 months
                                                                                               ended            ended
                                                                                           December 31,        May 31,
                                                                    1997        1996      1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------

Reconciliation   of  net  income  (loss)  to  net  cash  provided  by  operating
    activities:

<S>                                                             <C>                 <C>            <C>             <C>  
      Net income (loss)                                         $       443         412            168             (847)
      Adjustments to reconcile net
         income (loss) to net cash provided by
         (used in) operating activities:

           Increase (decrease) in future policy

              benefits                                                  820         192           (201)             (52)
           Increase (decrease) in payables and
              accrued liabilities                                        82          95            161             (252)
           Decrease (increase) in accrued
              investment income                                        (704)       (556)          (525)           1,766
           Amortization of intangible assets and
              deferred acquisition costs                                485         253            162              522
           Amortization and accretion of
              securities premiums and discounts                         (10)         73             (9)              32
           Net realized (gain) loss on sale of
              investments                                              (158)         28           (118)             272
           Interest on policyholder deposits                          4,837       2,563            788            5,034
           Investment expenses paid                                     115          90             57               97
           Increase (decrease) in current and
              deferred Federal income taxes                              91         (66)           140            1,412
           Recapture commissions paid to OakRe                         (159)       (273)          (223)           -
           Deferral of acquisition costs                             (3,917)     (2,413)        (1,169)            (542)
           Due to/from affiliates                                     -              44             27            6,470
           Other                                                       (613)       (542)           192              (97)
- ---------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating activities             $     1,312        (100)          (550)          13,815
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.

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

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


COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Financial Statements

December 31, 1997, 1996 and 1995

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

 (1)    Nature of Business and Organization

              Nature of the Business

        Cova  Financial Life  Insurance  Company (the  Company),  formerly Xerox
        Financial Life Insurance Company (the Predecessor), markets and services
        single  premium  deferred  annuities,   immediate  annuities,   variable
        annuities, and single premium whole-life insurance policies. The Company
        is licensed to conduct business in the state of California.  Most of the
        policies  issued present no  significant  mortality or longevity risk to
        the  Company,   but  rather   represent   investment   deposits  by  the
        policyholders. Life insurance policies provide policy beneficiaries with
        mortality benefits amounting to a multiple,  which declines with age, of
        the original premium.

        Under  the  deferred  annuity  contracts,  interest  rates  credited  to
        policyholder  deposits are guaranteed.  The Company may assess surrender
        fees against amounts  withdrawn prior to scheduled rate reset and adjust
        account values based on current crediting rates.  Policyholders also may
        incur certain Federal income tax penalties on withdrawals.

        Although the Company markets its products through numerous distributors,
        including regional brokerage firms, national brokerage firms, and banks,
        approximately 85%, 81%, and 71% of the Company's sales have been through
        two specific  brokerage firms, A. G. Edwards & Sons,  Incorporated,  and
        Edward  Jones  &  Company,   Incorporated,  in  1997,  1996,  and  1995,
        respectively.

              Organization

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

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

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

        In the event that both OakRe and XFSI  default  on the  receivable,  the
        Company may draw funds from a standby bank irrevocable  letter of credit
        established  by XFSI in the amount of $500 million.  No funds were drawn
        on this letter of credit during the periods ending December 31, 1997 and
        1996.

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

 (2)    Purchase in Accounting

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                              June 1, 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                               (in millions)

        Assets acquired:

<S>                                                                                                          <C>       
              Policy loans                                                                                   $      0.9
              Cash and cash equivalents                                                                            25.9
              Short-term investment                                                                                 0.1
              Present value of future profits                                                                       1.1
              Goodwill                                                                                              2.2
              Deferred tax benefit                                                                                  1.5
              Reinsurance receivable                                                                              156.3
              Other assets                                                                                          0.1
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                                  188.1

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

        Liabilities assumed:

              Policyholder deposits                                                                               168.7
              Future policy benefits                                                                                4.5
              Future purchase price payable                                                                         1.1
              Deferred income taxes                                                                                 0.2
              Other liabilities                                                                                     0.3
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                                  174.8

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

        Adjusted purchase price                                                                              $     13.3
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

 (3)    Summary of Significant Accounting Policies

              Debt Securities

        Investments in all debt securities with readily determinable fair values
        are classified into one of three categories: held-to-maturity,  trading,
        or  available-for-sale.   Classification  of  investments  is  based  on
        management's   current  intent.   All  debt  securities  and  short-term
        investments   at  December  31,  1997  and  1996  were   classified   as
        available-for-sale.  Securities  available-for-sale  are carried at fair
        value,  with unrealized  holding gains and losses reported as a separate
        component of shareholder's equity, net of deferred effects of income tax
        and related effects on deferred  acquisition  costs and present value of
        future profits.

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

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

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

              Mortgage Loans and Other Invested Assets

        Mortgage  loans and policy loans are carried at their  unpaid  principal
        balance.  Other  invested  assets  are  carried  at the lower of cost or
        market.

        Reserves  for loans are  established  when the Company  determines  that
        collection  of all amounts due under the  contractual  terms is doubtful
        and are calculated in conformity with Statement of Financial  Accounting
        Standards  (SFAS) No. 114,  Accounting by Creditors for  Impairment of a
        Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment
        of a Loan - Income Recognition and Disclosures.

        The  Company  had no  impaired  loans,  but did  establish  a  valuation
        allowance of $319 for potential losses on mortgage loans at December 31,
        1997.

              Cash and Cash Equivalents

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

              Separate Account Assets

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

              Deferred Policy Acquisition Costs

        The costs of  acquiring  new  business  which vary with and are directly
        related to the  production  of new  business,  principally  commissions,
        premium taxes, sales costs, and certain policy issuance and underwriting
        costs, are deferred. These deferred costs are amortized in proportion to
        estimated future gross profits derived from investment income,  realized
        gains and losses on sales of securities, unrealized securities gains and
        losses, interest credited to accounts,  surrender fees, mortality costs,
        and policy maintenance expenses.  The estimated gross profit streams are
        periodically   reevaluated  and  the  unamortized  balance  of  deferred
        acquisition  costs is adjusted to the amount that would have existed had
        the actual  experience and revised estimates been known and applied from
        the  inception of the  policies  and  contracts.  The  amortization  and
        adjustments resulting from unrealized gains and losses is not recognized
        currently in income but as an offset to the unrealized  gains and losses
        reflected as a separate component of equity. The amortization  period is
        the remaining life of the policies, which is approximately 20 years from
        the date of original policy issue.

        The components of deferred policy acquisition costs are shown below:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                   The Company                 Predecessor

                                                                                              7 Months          5 Months
                                                                                                ended             ended
                                                                                            December 31,         May 31,
                                                                        1997      1996          1995              1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                           (in thousands)

        Deferred policy acquisition costs,

<S>                                                               <C>             <C>           <C>               <C>  
              beginning of period                                 $     3,321     1,164         6,167             9,718
        Effects of push down purchase
              accounting                                                   -         -         (6,167)               -
        Commissions and expenses deferred                               3,917     2,413         1,169               542
        Amortization                                                     (320)     (187)           (5)             (522)
        Deferred policy acquisition costs
              attributable to unrealized

              gains                                                      (144)      (69)           -             (3,571)
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred policy acquisition costs,

              end of period                                       $     6,774     3,321         1,164             6,167
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Purchase Related Intangible Assets and Liabilities

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

              Present Value of Future Profits

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

        In  addition,  as the  Company  has the  option  of  retaining  its SPDA
        policies  after they reach their next  interest  rate reset date and are
        "recaptured" from OakRe, a component of this asset represents  estimates
        of future profits on recaptured  business.  This asset will be amortized
        in proportion to estimated  future gross profits derived from investment
        income,  realized  gains and losses on sales of  securities,  unrealized
        securities gains and losses,  interest  credited to accounts,  surrender
        fees,  mortality costs, and policy maintenance  expenses.  The estimated
        gross profit streams are  periodically  reevaluated  and the unamortized
        balance of  present  value of future  profits  will be  adjusted  to the
        amount  that would have  existed had the actual  experience  and revised
        estimates  been known and applied from the inception.  The  amortization
        and  adjustments  resulting  from  unrealized  gains  and  losses is not
        recognized  currently in income but as an offset to the unrealized gains
        and losses reflected as a separate component of equity. The amortization
        period is the remaining life of the policies,  which is approximately 20
        years from the date of original policy issue.

        Based on current assumptions, amortization of the original in-force PVFP
        asset,  expressed as a percentage  of the original  in-force  asset,  is
        projected to be 6.2%,  4.6%,  3.8%,  3.1%,  and 2.4% for the years ended
        December  31,  1998  through  2002,  respectively.  Actual  amortization
        incurred  during  these  years  may be more or less as  assumptions  are
        modified to incorporate actual results.

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

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                 7 Months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                           1997      1996          1995
                                                                                                    (in thousands)

<S>                                                                                  <C>               <C>        <C>  
        Present value of future profits - beginning of period                        $    1,178        576        1,233
        Net amortization                                                                    (13)        78         (107)
        Adjustment due to revised push down purchase accounting                              -         (91)          -
        Present value of future profit attributable to unrealized losses (gains)           (265)       615         (550)
- ---------------------------------------------------------------------------------------------------------------------------

        Present value of future profits - end of period                              $      900      1,178          576
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
              Goodwill

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

        The components of goodwill are shown below:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                 7 Months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997       1996          1995
                                                                                                    (in thousands)

<S>                                                                                 <C>              <C>           <C>  
        Goodwill - beginning of period                                              $    2,034       2,306         2,375
        Amortization                                                                      (111)       (105)          (69)
        Adjustment due to revised push down purchase accounting                             -         (167)           -
- ---------------------------------------------------------------------------------------------------------------------------

        Goodwill - end of period                                                    $    1,923       2,034         2,306
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Future Payable

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

        The components of this future payable are shown below:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                                 7 Months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997       1996          1995
                                                                                                    (in thousands)

<S>                                                                                 <C>              <C>           <C>  
        Future payable - beginning of period                                        $      683       1,265         1,438
        Interest added                                                                      41          39            50
        Payments to OakRe                                                                 (159)       (273)         (223)
        Adjustment due to revised push down purchase accounting                             -         (348)           -
- ---------------------------------------------------------------------------------------------------------------------------

        Future payable - end of period                                              $      565         683         1,265
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Deferred Tax Assets and Liabilities

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

              Policyholder Deposits

        The Company  recognizes  its liability  for policy  amounts that are not
        subject  to  policyholder  mortality  nor  longevity  risk at the stated
        contract value, which is the sum of the original deposit and accumulated
        interest, less any withdrawals.  The average weighted interest crediting
        rate on the company's  policyholder deposits as of December 31, 1997 was
        6.15%.

              Future Policy Benefits

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

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

              Premium Revenue

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

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

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

              Federal Income Taxes

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

        Subsequent to June 1, 1995,  the Company  filed its own separate  income
        tax return.  Beginning in 1997, the Company files a consolidated  income
        tax return with its  immediate  parent,  Cova  Financial  Services  Life
        Insurance  Company.  Allocations  of Federal income taxes are based upon
        separate return calculations.

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

              Risks and Uncertainties

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

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

               -    Investment market

               -    Amortization   of  deferred  policy   acquisition   costs  -
                    Amortization   of   present   value  of  future   profits  -
                    Recoverability of goodwill

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

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

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

        In accordance  with SFAS No. 121,  Accounting for the Impairment of Long
        Lived  Assets and for Long Lived  Assets to be  Disposed  of,  which was
        adopted by the  Company in the fourth  quarter of 1995,  the Company has
        considered  the  recoverability  of goodwill and has  concluded  that no
        circumstances  have  occurred  which  would give rise to  impairment  of
        goodwill at December 31, 1997.

              Fair Value of Financial Instruments

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

        These  techniques are  significantly  affected by the assumptions  used,
        including the discount rate and estimates of future cash flows. Although
        fair value estimates are calculated  using  assumptions  that management
        believes  are  appropriate,  changes in  assumptions  could  cause these
        estimates to vary  materially.  In that  regard,  the derived fair value
        estimates cannot be  substantiated by comparison to independent  markets
        and, in many cases, might not be realized in the immediate settlement of
        the instruments. SFAS No. 107 excludes certain financial instruments and
        all nonfinancial instruments from its disclosures requirements.  Because
        of this,  and  further  because a value of a business is also based upon
        its  anticipated   earning  power,  the  aggregate  fair  value  amounts
        presented do not represent the underlying value of the Company.

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

              Cash and Cash Equivalents, Short-Term Investments,
                 and Accrued Investment Income

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

          Investment  Securities and Mortgage Loans  (Including  Mortgage-backed
          Securities)

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

              Policy Loans

        Fair values of policy loans  approximate  carrying value as the interest
        rates on the  majority  of  policy  loans  are  reset  periodically  and
        therefore approximate current interest rates.

              Investment Contracts

        The Company's  policy  contracts  require the  beneficiaries to commence
        receipt of payments  by the later of age 85 or 10 years after  purchase,
        and  substantially  all contracts permit earlier  surrenders,  generally
        subject  to  fees  and  adjustments.   Fair  values  for  the  Company's
        liabilities  for investment type contracts  (policyholder  deposits) are
        estimated as the amount  payable on demand.  As of December 31, 1997 and
        1996,  the cash  surrender  value of  policyholder  funds on deposit was
        $1,994,062 and $1,030,007, respectively, less than their stated carrying
        value. Of the contracts permitting surrender,  substantially all provide
        the option to  surrender  without fee or  adjustment  during the 30 days
        following  reset of  guaranteed  crediting  rates.  The  Company has not
        determined  a practical  method to determine  the present  value of this
        option.

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

              Reinsurance

        The impact of reinsurance on the December 31, 1997 financial  statements
is not considered material.

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

              Other

        Certain 1996 and 1995 amounts have been  reclassified  to conform to the
1997 presentation.

 (4)    Investments

        The Company's investments in debt securities and short-term  investments
        are considered  available-for-sale  and carried at estimated fair value,
        with  the  aggregate  unrealized   appreciation  or  depreciation  being
        recorded as a separate component of shareholder's  equity. The amortized
        cost,  estimated  fair  value,  and  carrying  value of  investments  at
        December 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                    1997
                                                                    Gross           Gross          Estimated
                                                 Amortized       unrealized      unrealized          fair         Carrying
                                                   cost             gains          losses            value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                               (in thousands)

        Debt securities:

<S>                                            <C>                    <C>                              <C>            <C>
              U.S. Government Treasuries       $     100              1               -                101            101
              Collateralized mortgage
                 obligations                      24,018            305              (64)           24,259         24,259
              Corporate, state,
                 municipalities, and

                 political subdivisions           72,766          1,500           (1,106)           73,160         73,160
- ---------------------------------------------------------------------------------------------------------------------------

        Total debt securities                     96,884          1,806           (1,170)           97,520         97,520
- ---------------------------------------------------------------------------------------------------------------------------

        Mortgage loans (net)                       1,786            143               -              1,929          1,786
        Policy loans                               1,083             -                -              1,083          1,083
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
        Total investments                      $  99,753          1,949           (1,170)          100,532        100,389
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                    1996
                                                                    Gross           Gross          Estimated
                                                 Amortized       unrealized      unrealized          fair         Carrying
                                                   cost             gains          losses            value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                               (in thousands)

        Debt securities:

<S>                                            <C>                    <C>                              <C>            <C>
              U.S. Government Treasuries       $     100              1               -                101            101
              Collateralized mortgage
                 obligations                      20,181             81             (119)           20,143         20,143
              Corporate, state,
                 municipalities, and

                 political subdivisions           50,976            433             (390)           51,019         51,019
- ---------------------------------------------------------------------------------------------------------------------------

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

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

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

        The  amortized  cost and  estimated  fair  value of debt  securities  at
        December 31, 1997, by contractual  maturity,  are shown below.  Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.  Maturities of mortgage-backed  securities will be
        substantially  shorter  than their  contractual  maturity  because  they
        require  monthly  principal   installments  and  mortgagees  may  prepay
        principal.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                                   Estimated
                                                                                                      Amortized      fair
                                                                                                        cost         value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                        (in thousands)

<S>                                                                                               <C>                <C>  
        Less than one year                                                                        $     1,375        1,378
        Due after one year through five years                                                          27,132       27,100
        Due after five years through ten years                                                         36,120       36,463
        Due after ten years                                                                             8,239        8,320
        Mortgage-backed securities                                                                     24,018       24,259
- ---------------------------------------------------------------------------------------------------------------------------

        Total $                                                                              96,884    97,520
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        At  December  31,  1997,  approximately  90.9%  of  the  Company's  debt
        securities are investment  grade or are nonrated but considered to be of
        investment grade. Of the 9.1% noninvestment grade debt securities,  7.2%
        are  rated  as BB or  its  equivalent,  and  1.9%  are  rated  B or  its
        equivalent.

        All debt  securities  were  income  producing  during  the  years  ended
        December  31,  1997 and 1996.  As of  December  31,  1997 and 1996,  the
        Company had no impaired investments.

        The  components  of  investment  income,  realized  gains  (losses)  and
        unrealized appreciation (depreciation) were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                   The Company                 Predecessor

                                                                                              7 Months          5 Months
                                                                                                ended             ended
                                                                                            December 31,         May 31,
                                                                        1997      1996          1995              1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                           (in thousands)

<S>                                                               <C>             <C>           <C>               <C>  
        Income on debt securities                                 $     6,575     3,926         1,166             4,075
        Income on short-term investments                                  186       243           257             1,261
        Income on policy loans                                             83        86            46                29
        Interest on mortgage loans                                         32        -             -                 -
- ---------------------------------------------------------------------------------------------------------------------------
        Miscellaneous interest                                             -          8            -                 -
- ---------------------------------------------------------------------------------------------------------------------------

        Total investment income                                         6,876     4,263         1,469             5,365

        Investment expenses                                              (115)      (87)          (50)              (94)
- ---------------------------------------------------------------------------------------------------------------------------

        Net investment income                                     $     6,761     4,176         1,419             5,271
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized capital gains (losses) - debt securities     $       158       (28)          118              (272)
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) were as follows:

              Debt securities                                     $       633         6           850           (10,594)
              Short-term investments                                        3        -             (4)                1
              Effects on deferred acquisition costs
                 amortization                                            (213)      (69)           -              4,767
              Effects on present value of future
                 profits amortization                                    (200)       65          (550)               -
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) before income taxes                     223         2           296            (5,826)
        Unrealized income tax benefit (expenses)                          (78)       (1)         (104)            2,037
- ---------------------------------------------------------------------------------------------------------------------------

        Net unrealized appreciation (deprecation)

- ---------------------------------------------------------------------------------------------------------------------------
              on investments                                      $       145         1           192            (3,789)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        Proceeds from sales,  redemptions,  and paydowns of  investments in debt
        securities  during 1997 were  $25,379,783.  Gross gains of $166,335  and
        gross losses of $8,658 were  realized on those sales.  Included in these
        amounts were $47,391 of gross gains and $7,300 of gross losses  realized
        on the sale of noninvestment grade securities.

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

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

 (5)    Securities Greater than 10% of Shareholder's Equity

        As of  December  31,  1997 and  1996,  the  Company  held the  following
        individual securities which exceeded 10% of shareholder's equity:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                              1997                  1996
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>                       <C>      
        Colonial Realty, at carrying value                                             $    2,017,400            2,036,540
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


 (6)    Postretirement and Postemployment Benefits

        The  Company  has no direct  employees  and no  retired  employees.  All
        personnel  used to support the operations of the Company are supplied by
        contract  by  Cova  Life  Management  Company  (CLMC),  a  wholly  owned
        subsidiary  of Cova  Corporation.  The Company is allocated a portion of
        certain  health  care and life  insurance  benefits  for future  retired
        employees of CLMC. In 1997,  1996, and 1995, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and  disability  benefits.  At  December  31,  1997 CLMC had no  retired
        employees nor any employees  fully eligible for  retirement,  and had no
        disbursements for such benefit commitments.

        The expense arising from these allocations is not material.

 (7)    Income Taxes

        The Company will file a consolidated  Federal income tax return with its
        immediate  parent,  CFSLIC.  Amounts  payable or recoverable  related to
        periods before June 1, 1995 are subject to an indemnification  agreement
        with XFSI,  which has the effect that the Company is not at risk for any
        income taxes nor entitled to recoveries related to those periods.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                   The Company                 Predecessor

                                                                                              7 Months          5 Months
                                                                                                ended             ended
                                                                                            December 31,         May 31,
                                                                        1997      1996          1995              1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                           (in thousands)

        Statements of income:

              Operating income (excluding realized

<S>                                                                  <C>           <C>            <C>              <C>  
                 investment gains and losses)                        $   250       295            194              (561)
              Realized investment gains (losses)                          55       (10)           (54)               (2)
- ---------------------------------------------------------------------------------------------------------------------------

        Income tax expense (benefit) included

              in the statements of income                                305       285            140              (563)
- ---------------------------------------------------------------------------------------------------------------------------

        Shareholder's equity:

              Change in deferred Federal income taxes                     77      (103)           104             4,053
- ---------------------------------------------------------------------------------------------------------------------------

        Total income tax expense                                     $   382       182            244             3,490
- ---------------------------------------------------------------------------------------------------------------------------

        The  actual  Federal  income tax  expense  (benefit)  differed  from the
        expected  tax expense  computed by applying the U.S.  Federal  statutory
        rate to income before taxes on income as follows:

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                        The Company                            Predecessor
                                                                                            7 Months            5 Months
                                                                                              ended               ended
                                                                                          December 31,           May 31,
                                                     1997                1996                 1995                1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                            (dollars in thousands)

<S>                                            <C>        <C>       <C>       <C>     <C>       <C>       <C>         <C>  
        Computed expected tax expense          $   262    35.0%     $  244    35.0%   $    108  35.0%     $   (494)   35.0%
        Tax-exempt bond interest                    -      -            -      -            -    -             (70)    5.0
        Amortization of intangible assets           39     5.2          37     5.3          25   8.2            -      -
        Other                                  4     0.5            4    0.6          7      2.3          1     (0.1)
- ---------------------------------------------------------------------------------------------------------------------------

        Total $                              305    40.7   $      285   40.9%  $    140     45.5%$    (563)     39.9%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The tax effect of temporary  differences  that give rise to  significant
        portions of the  deferred tax assets and  deferred  tax  liabilities  at
        December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                           1997      1996

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           (in thousands)

        Deferred tax assets:

<S>                                                                                                    <C>             <C>
              Tax basis of intangible assets purchased                                                 $     679       733
              Liability for commission on recaptures                                                         198       239
              Policy reserves                                                                              1,898       972
              DAC "Proxy Tax"                                                                                977       556
              Other deferred tax assets                                                                       -          6
- ---------------------------------------------------------------------------------------------------------------------------

        Total assets                                                                                       3,752     2,506
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred tax liabilities:

              Unrealized gains in investments                                                                 78         1
              PVFP                                                                                           144       219
              Deferred acquisition costs                                                                   2,371     1,162
- ---------------------------------------------------------------------------------------------------------------------------
              Other deferred tax liabilities                                                                 117         9
- ---------------------------------------------------------------------------------------------------------------------------

        Total liabilities                                                                                  2,710     1,391
- ---------------------------------------------------------------------------------------------------------------------------

        Net deferred tax asset                                                                         $   1,042     1,115
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        A valuation  allowance is provided  when it is more likely than not that
        some portion of the deferred tax assets will not be realized. Management
        believes the  deferred  tax assets will be fully  realized in the future
        based  upon   consideration  of  the  reversal  of  existing   temporary
        differences,  anticipated  future  earnings,  and  all  other  available
        evidence.   Accordingly,  no  valuation  allowance  was  established  at
        December 31, 1997 or 1996.

 (8)    Related-party Transactions

        The Company has  entered  into  management,  operations,  and  servicing
        agreements  with  both  affiliated  and  unaffiliated   companies.   The
        affiliated companies are Cova Life Management Company (CLMC), a Delaware
        Corporation,  which  provides  management  services  and  the  employees
        necessary to conduct the  activities  of the Company;  and Conning Asset
        Management, which provides investment advice. Additionally, a portion of
        overhead and other  corporate  expenses are  allocated by the  Company's
        ultimate  parent,  GALIC.  The  unaffiliated  companies  are  Johnson  &
        Higgins,  a New Jersey  corporation;  and  Johnson &  Higgins/Kirke  Van
        Orsdel, Inc., a Delaware corporation; which provide various services for
        the  Company  including   underwriting,   claims,   and   administrative
        functions.  Expenses and fees paid to  affiliated  companies in 1997 and
        1996 for the Company were $396,806 and $303,694, respectively.

 (9)    Statutory Surplus and Dividend Restriction

        GAAP differs in certain respects from accounting practices prescribed or
        permitted  by insurance  regulatory  authorities  (statutory  accounting
        principles).

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

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

        As of December 31, the differences between statutory capital and surplus
        and  shareholder's  equity  determined in  conformity  with GAAP were as
        follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                           1997      1996

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                            (in thousands
                                                                                                             of dollars)

<S>                                                                                                   <C>           <C>   
        Statutory capital and surplus                                                                 $   10,389    11,176
        Reconciling items:
              Statutory asset valuation reserves                                                           1,151       825
              Interest maintenance reserve                                                                   111        34
              GAAP investment adjustments to fair value                                                      636         6
              Deferred policy acquisition costs                                                            6,774     3,321
              GAAP basis policy reserves                                                                  (4,871)   (2,101)
              Deferred federal income taxes (net)                                                          1,042     1,115
              Goodwill                                                                                     1,923     2,034
              Present value of future profits                                                                900     1,178
              Future purchase price payable                                                                 (565)     (683)
              Other                                                                                            1        (1)
- ---------------------------------------------------------------------------------------------------------------------------

        GAAP shareholder's equity                                                                     $   17,491    16,904
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Statutory net loss for the years ended  December 31, 1997,  1996,  and
          1995 were $461,118, $113,236, and $2,404,316, respectively.



COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)
Notes to Financial Statements
December 31, 1996 and 1995

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

        The maximum amount of dividends which can be paid by State of California
        insurance  companies  to  shareholders  without  prior  approval  of the
        insurance  commissioner  is the greater of 10% of  statutory  surplus or
        statutory net gain from  operations for the preceding  year. The maximum
        dividend  permissible during 1998 will be $758,912,  which is 10% of the
        Company's December 31, 1997 statutory surplus of $7,589,120.

        The  National  Association  of  Insurance  Commissioners  has  developed
        certain Risk Based  Capital (RBC)  requirements  for life  insurers.  If
        prescribed  levels of RBC are not  maintained,  certain  actions  may be
        required on the part of the Company or its  regulators.  At December 31,
        1997, the Company's Total Adjusted Capital and Authorized  Control Level
        - RBC were  $11,539,912  and  $2,062,533,  respectively.  This  level of
        adjusted capital qualifies under all tests.

(10)    Guaranty Fund Assessments

        The  Company  participates  with life  insurance  companies  licensed in
        California   in  an   association   formed  to   guaranty   benefits  to
        policyholders  of insolvent  life insurance  companies.  Under the state
        law, as a condition for maintaining the Company's authority to issue new
        business,  the  Company is  contingently  liable for its share of claims
        covered by the guaranty  association for  insolvencies  incurred through
        1997,  but for  which  assessments  have  not  yet  been  determined  or
        assessed, to a maximum generally of 1% of statutory premiums per annum.

        At December  31,  1997,  the  National  Organization  of Life and Health
        Guaranty   Associations  (NOLHGA)  distributed  a  study  of  the  major
        outstanding industry insolvencies,  with estimates of future assessments
        by state.  Based on this study,  the Company has accrued a liability for
        $1.0 million in future  assessments on insolvencies that occurred before
        December 31, 1997. Under the coinsurance  agreement  between the Company
        and OakRe (see note 1), OakRe is required to  reimburse  the Company for
        any  future  assessments  that  it pays  which  relate  to  insolvencies
        occurring  prior to June 1, 1995.  As such,  the Company has recorded an
        additional receivable from OakRe for $1.0 million.

        At the same time,  the  Company is liable to OakRe for 80% of any future
        premium tax recoveries  that are realized from any such  assessments and
        may retain the  remaining  20%. The credits to be retained for 1997 were
        not material.



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