COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1998-03-25
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                      COVA FINANCIAL LIFE INSURANCE COMPANY
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                       SUPPLEMENT DATED DECEMBER 30, 1997
                      TO PROSPECTUS DATED DECEMBER 30, 1997

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

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

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

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

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

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

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

                        CUSTOMER SERVICE: (800) 343-8496
                ISSUED BY: COVA FINANCIAL LIFE INSURANCE COMPANY
                     DISTRIBUTED BY: COVA LIFE SALES COMPANY
                           ONE TOWER LANE, SUITE 3000
                      OAKBROOK TERRACE, ILLINOIS 60181-4644

                                COVA SERIES TRUST
                        SUPPLEMENT DATED NOVEMBER 3, 1997
          TO PROSPECTUS DATED MAY 1, 1997, AS AMENDED SEPTEMBER 8, 1997

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

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

CC-3069 (2/98)




Cova Financial Life Insurance Company
December 30,1997

PROFILE
of the Fixed and Variable Annuity Contract

This Profile is a summary of some of the more  important  points that you should
consider and know before  purchasing  the  Contract.  The Contract is more fully
described in the  prospectus  which  accompanies  this Profile.  Please read the
prospectus carefully.

1. THE ANNUITY  CONTRACT The fixed and variable annuity contract offered by Cova
is a contract  between  you, the owner,  and Cova,  an  insurance  company.  The
Contract  provides  a means for  investing  on a  tax-deferred  basis in a fixed
account of Cova and 25  investment  portfolios.  The  Contract is  intended  for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed income options.

     The  fixed  account  offers an  interest  rate  that is  guaranteed  by the
insurance company,  Cova. While your money is in the fixed account, the interest
your money will earn as well as your principal is guaranteed by Cova.

     This  Contract  also offers 25  investment  portfolios  which are listed in
Section 4. These portfolios are designed to offer a better return than the fixed
account. However, this is NOT guaranteed. You can also lose your money.

     You can put money into any or all of the investment  portfolios  (except as
noted) and the fixed account. You can transfer between accounts up to 12 times a
year without charge or tax implications.  After 12 transfers,  the charge is $25
or 2% of the amount transferred, whichever is less.

     The Contract,  like all deferred  annuity  contracts,  has two phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your Contract.

     The amount of money you are able to accumulate  in your account  during the
accumulation  phase  will  determine  the amount of income  payments  during the
income phase.

2. ANNUITY  PAYMENTS  (THE INCOME PHASE) If you want to receive  regular  income
from your annuity, you can choose one of three options: (1) monthly payments for
your life (assuming you are the annuitant);  (2) monthly payments for your life,
but with payments  continuing to the  beneficiary  for 5, 10 or 20 years (as you
select)  if you die  before  the end of the  selected  period;  and (3)  monthly
payments for your life and for the life of another person  (usually your spouse)
selected by you. Once you begin receiving  regular  payments,  you cannot change
your payment plan.

     During the  income  phase,  you have the same  investment  choices  you had
during the  accumulation  phase.  You can choose to have  payments come from the
fixed account, the investment portfolios or both. If you choose to have any part
of your payments come from the investment portfolios,  the dollar amount of your
payments may go up or down.

3.  PURCHASE  You  can  buy  this  Contract  with  $5,000  or  more  under  most
circumstances.  You  can add  $2,000  or more  any  time  you  like  during  the
accumulation  phase.  Your registered  representative  can help you fill out the
proper forms.

4.   INVESTMENT OPTIONS
You can put your money in any or all of these  investment  portfolios  which are
described in the prospectuses for the funds:

Managed by J.P. Morgan
Investment Management Inc.
   Select Equity
   Small Cap Stock
   International Equity
   Quality Bond
   Large Cap Stock

Managed by Lord, Abbett & Co.
   Bond Debenture (a "high
      yield" portfolio under
      California insurance
      regulations)
   Growth and Income
   Mid-Cap Value
   Large Cap Research
   Developing Growth

Managed by Conning Asset
Management Company
(formerly General American
Capital Company)
   Money Market

Managed by A I M Advisors, Inc.
   AIM V.I. Capital
     Appreciation
   AIM V.I. International
    Equity
   AIM V.I. Value

Managed by Fidelity Management & Research Company
   VIP III Growth
     Opportunities
   VIP Growth
   VIP III Growth & Income
   VIP Equity-Income
   VIP II Contrafund
     (VIP,  VIP II and  VIP III  refer  to  Variable  Insurance  Products  Fund,
     Variable  Insurance  Products Fund II and Variable  Insurance Products Fund
     III, respectively)

Managed by Massachusetts
Financial Services Company
   MFS Emerging Growth
   MFS Research
   MFS Growth With Income
   MFS High Income
   MFS World Governments
   MFS/Foreign & Colonial
     Emerging Markets Equity

Depending  upon  market  conditions,  you can make or lose money in any of these
portfolios.

5. EXPENSES The Contract has insurance  features and  investment  features,  and
there are costs related to each.

     Each  year  Cova  deducts  a $30  contract  fee from  your  Contract.  Cova
currently  waives this charge if the value of your Contract is at least $50,000.
Cova also  deducts for its  insurance  charges  which total 1.40% of the average
daily value of your Contract allocated to the investment portfolios.

     If you take your money out,  Cova may assess a  withdrawal  charge which is
equal to 5% of the  purchase  payment  you  withdraw.  When you begin  receiving
regular income payments from your annuity,  Cova will assess a state premium tax
charge, if applicable, which ranges from 0% - 4% depending upon the state.

     There are also investment charges which currently range from .205% to 1.50%
of the  average  daily  value of the  investment  portfolio  depending  upon the
investment portfolio.

     The following  chart is designed to help you understand the expenses in the
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.40%  insurance
expenses and the investment expenses for each investment portfolio. The next two
columns show you two examples of the expenses, in dollars, you would pay under a
Contract. The examples assume that you invested $1,000 in a Contract which earns
5% annually and that you withdraw your money:  (1) at the end of year 1, and (2)
at the end of year 10. For year 1, the Total  Annual  Expenses  are  assessed as
well as the withdrawal charges.  For year 10, the example shows the aggregate of
all the annual  expenses  assessed for the 10 years,  but there is no withdrawal
charge.

<TABLE>
<CAPTION>
     The premium tax is assumed to be 0% in both examples.

                                                                                      Examples:
                                                                                      Total Annual
                                 Total Annual      Total Annual     Total             Expenses At End of :
                                 Insurance         Portfolio        Annual            (1)          (2)
  Portfolio                      Charges           Expenses         Expenses          1 Year       10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by J.P. Morgan Investment Management Inc.

<S>                              <C>               <C>              <C>               <C>          <C>    
     Select Equity               1.50%             0.85%            2.35%             $73.80       $266.24
     Small Cap Stock             1.50%             0.95%            2.45%             $74.80       $276.23
     International Equity        1.50%             0.95%            2.45%             $74.80       $276.23
     Quality Bond                1.50%             0.65%            2.15%             $71.79       $245.92
     Large Cap Stock             1.50%             0.75%            2.25%             $72.80       $256.13
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Lord, Abbett & Co.
     Bond Debenture (a "high yield"
        portfolio under  California
        insurance regulations)   1.50%             0.85%            2.35%             $73.80       $266.24
     Growth and Income           1.50%             0.59%            2.09%             $71.19       $239.74
     Mid-Cap Value               1.50%             1.10%            2.60%             $76.30       $291.02
     Large Cap Research          1.50%             1.10%            2.60%             $76.30       $291.02
     Developing Growth           1.50%             1.00%            2.50%             $75.30       $281.19
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Conning Asset Management Company
     Money Market                1.50%             0.205%           1.705%            $67.31       $199.08
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Fidelity Management & Research Company
     VIP III Growth Opportunities1.50%             0.77%            2.27%             $73.00       $258.16
     VIP Growth                  1.50%             0.69%            2.19%             $72.19       $250.02
     VIP III Growth & Income     1.50%             1.00%            2.50%             $75.30       $281.19
     VIP Equity-Income           1.50%             0.58%            2.08%             $71.09       $238.70
     VIP II Contrafund           1.50%             0.74%            2.24%             $72.69       $255.12
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by A I M Advisors, Inc.
     AIM V.I. Capital Appreciation1.50%            0.73%            2.23%             $72.59       $254.10
     AIM V.I. International Equity1.50%            0.96%            2.46%             $74.90       $277.23
     AIM V.I. Value               1.50%            0.73%            2.23%             $72.59       $254.10
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Massachusetts Financial Services Company
     MFS Emerging Growth         1.50%             1.00%            2.50%             $75.30       $281.19
     MFS Research                1.50%             1.00%            2.50%             $75.30       $281.19
     MFS Growth With Income      1.50%             1.00%            2.50%             $75.30       $281.19
     MFS High Income             1.50%             1.00%            2.50%             $75.30       $281.19
     MFS World Governments       1.50%             1.00%            2.50%             $75.30       $281.19
     MFS/Foreign & Colonial
       Markets Equity            1.50%             1.50%            3.00%             $80.29       $329.29
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the newly formed  Portfolios the expenses have been estimated.  The expenses
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the prospectus for the Contract.

6. TAXES Your  earnings are not taxed until you take them out. If you take money
out, earnings come out first and are taxed as income. If you are younger than 59
1/2 when you take money out, you may be charged a 10% federal tax penalty on the
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment. That part of each payment is not taxable as income.

7.  ACCESS  TO  YOUR  MONEY  You can  take  money  out at any  time  during  the
accumulation  phase.  After the first year, you can take up to 10% of your total
purchase  payments each year without charge from Cova.  Withdrawals in excess of
that will be  charged  5% of each  payment  you take out.  After  Cova has had a
payment for 5 years, there is no charge for withdrawals. Of course, you may also
have to pay  income  tax and a tax  penalty  on any  money  you take  out.  Each
purchase  payment you add to your Contract has its own 5 year withdrawal  charge
period.

<TABLE>
<CAPTION>
                                                                    Calendar Year
  Portfolio                                                             1996

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>   
     Growth and Income                                                 16.23%

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


8. PERFORMANCE The value of the Contract will vary up or down depending upon the
investment performance of the Portfolio(s) you choose. The following chart shows
total  returns for the Growth and Income  Portfolio of Lord Abbett  Series Fund,
Inc.  for  1996.  The  Contracts  were  first  offered  for sale in June,  1995.
Therefore,  no performance is shown for prior periods. These numbers reflect the
insurance charges,  the contract maintenance charge, the investment expenses and
all other expenses of the investment portfolio. These numbers do not reflect any
withdrawal  charges  which  if  applied  would  reduce  such  performance.  Past
performance is not a guarantee of future  results.  Performance is not shown for
any of the other Portfolios because the Separate Account was not invested in the
other Portfolios for a complete calendar year as of December 31, 1996.

9. DEATH BENEFIT If you die before  moving to the income  phase,  the person you
have chosen as your beneficiary will receive a death benefit. This death benefit
will be the greater of three amounts:  1) the money you've put in less any money
you've taken out, and the related  withdrawal  charges,  accumulated at 4% until
you reach age 80, or 2) the current value of your  Contract,  or 3) the value of
your  Contract at the most  recent  5th-year-anniversary  plus any money  you've
added  since  that  anniversary  minus any  money  you've  taken out since  that
anniversary,  and the  related  withdrawal  charges.  If you die  after  age 80,
slightly different rules apply.

10. OTHER INFORMATION
Free Look. If you cancel the Contract  within 10 days after receiving it (or, in
the state of  California,  within  30 days if you are 60 years or older  when we
issue the Contract), we will send your money back without assessing a withdrawal
charge.  You will receive  whatever your Contract is worth on the day we receive
your  request.  This may be more or less than your  original  payment.  If we're
required by law to return your original  payment,  we will put your money in the
Money  Market Fund of General  American  Capital  Company  during the  free-look
period.

No  Probate.  In most  cases,  when you  die,  the  person  you  choose  as your
beneficiary will receive the death benefit without going through probate.

Who should purchase the Contract?
This Contract is designed for people seeking long-term tax-deferred accumulation
of  assets,   generally  for  retirement  or  other  long-term   purposes.   The
tax-deferred  feature is most attractive to people in high federal and state tax
brackets.  You should not buy this  Contract if you are looking for a short-term
investment  or if you cannot  take the risk of getting  back less money than you
put in.

Additional  Features.  This  Contract  has  additional  features  you  might  be
interested in. These include:

[] You can  arrange to have  money  automatically  sent to you each month  while
 your Contract is still in the accumulation phase. Of course, you'll have to pay
 taxes on money you  receive.  We call this  feature the  Systematic  Withdrawal
 Program.

[] You can arrange to have a regular amount of money  automatically  invested in
 investment portfolios each month, theoretically giving you a lower average cost
 per unit over time than a single one time purchase. We call this feature Dollar
 Cost Averaging.

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

[] Under  certain  circumstances,  Cova  will  give you  your  money  without  a
 withdrawal  charge if you need it while you're in a nursing  home. We call this
 feature the Nursing Home Waiver.

 These features may not be suitable for your particular situation.

11. INQUIRIES

If you need more information, please contact us at:
Cova Life Sales Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181
800-523-1661




                                                                       The Fixed
                                                            And Variable Annuity
                                                                
                                                                       issued by
                                                                
                                                           COVA VARIABLE ANNUITY
                                                                    ACCOUNT FIVE
                                                                
                                                                             and
                                                                
                                                             COVA FINANCIAL LIFE
                                                               INSURANCE COMPANY
                                                                
                                                                
                                                                
                                                                
This prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova Financial Life Insurance Company (Cova).
                                                                

                                                                
The annuity contract has 26 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 25 investment  portfolios  listed
below. The 25 investment  portfolios are part of Cova Series Trust,  Lord Abbett
Series Fund, Inc., General American Capital Company, Variable Insurance Products
Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III,
AIM Variable Insurance Funds, Inc. and MFS Variable Insurance Trust. You can put
your  money in the  fixed  account  and/or  any of these  investment  portfolios
(except as noted).



Cova Series Trust:                                             
                                                               
     Managed by J.P. Morgan                                    
     Investment Management Inc.                                
         Select Equity                                         
         Small Cap Stock                                       
         International Equity                                  
         Quality Bond                                          
         Large Cap Stock                                       
     Managed by Lord, Abbett & Co.                             
         Bond Debenture (a "high yield" portfolio under        
            California insurance regulations)                  
         Mid-Cap Value                                         
         Large Cap Research                                    
         Developing Growth     
                                
Lord Abbett Series Fund, Inc.:                                 
                                                               
     Managed by Lord, Abbett & Co.                             
         Growth and Income                                     

General American Capital Company:                              
     Managed by Conning Asset                                  
     Management Company    (formerly, General American         
     Investment Management Company)                            
         Money Market           
                               
Variable Insurance Products Fund:                              
     Managed by Fidelity Management                            
     & Research Company                                        
         VIP Growth                                            
         VIP Equity-Income                                     

Variable Insurance Products Fund II:                           
     Managed by Fidelity Management                            
     & Research Company                                        
         VIP II Contrafund                                     

Variable Insurance Products Fund III:                          
     Managed by Fidelity Management                                          
     & Research Company                                                      
         VIP III Growth Opportunities                                           
         VIP III Growth & Income                               

AIM Variable Insurance Funds, Inc.:                                             
     Managed by A I M Advisors, Inc.                                            
         AIM V.I. Capital Appreciation                                          
         AIM V.I. International Equity                                          
         AIM V.I. Value     
                                  
MFS Variable Insurance Trust:                                                   
     Managed by Massachusetts Financial Services Company                        
         MFS Emerging Growth                                                    
         MFS Research                                          
         MFS Growth With Income                                                 
         MFS High Income                                                        
         MFS World Governments                                                  
         MFS/Foreign & Colonial Emerging Markets Equity                         
                                                              
Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the Cova Fixed and Variable
Annuity Contract.

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional Information (SAI) dated December 30, 1997.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally a part of the prospectus. The Table of Contents of the SAI is on Page 15
of this  prospectus.  For a free copy of the SAI,  call us at (800)  831-5433 or
write us at: One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

December 30, 1997


TABLE OF CONTENTS                                         Page     
                                                                   
  INDEX OF SPECIAL TERMS                                     3     

  FEE TABLE                                                  4     
                                                                   
  EXAMPLES                                                   6     
                                                                   
  1. THE ANNUITY CONTRACT                                    9     
                                                                   
  2. ANNUITY PAYMENTS (THE INCOME PHASE)                     9     
                                                                   
  3. PURCHASE                                                9     
     Purchase Payments                                       9
     Allocation of Purchase Payments                         9     
     Accumulation Units                                     10     

  4. INVESTMENT OPTIONS                                     10     
     Cova Series Trust                                      10     
     Lord Abbett Series Fund, Inc.                          10     
     General American Capital Company                       10     
     Variable Insurance Products Fund                       10
     Variable Insurance Products Fund II                    10
     Variable Insurance Products Fund III                   10     
     AIM Variable Insurance Funds, Inc.                     10     
     MFS Variable Insurance Trust                           11     
     Transfers                                              11     
     Dollar Cost Averaging Program                          11     
     Automatic Rebalancing Program                          11     
     Approved Asset Allocation Programs                     11     
     Voting Rights                                          11     
     Substitution                                           12     
                                                                   
  5. EXPENSES                                               12     
     Insurance Charges                                      12     
     Contract Maintenance Charge                            12     
     Withdrawal Charge                                      12     
     Reduction or Elimination of the                               
        Withdrawal Charge                                   12     
     Premium Taxes                                          12     
     Transfer Fee                                           12     
     Income Taxes                                           13     
     Investment Portfolio Expenses                          13     
                                                                   
  6. TAXES                                                  13     
     Annuity Contracts in General                           13     
     Qualified and Non-Qualified Contracts                  13     
     Withdrawals - Non-Qualified Contracts                  13     
     Withdrawals - Qualified Contracts                      13     
     Withdrawals - Tax-Sheltered Annuities                  13     
     Diversification                                        13

  7. ACCESS TO YOUR MONEY                                   13
     Systematic Withdrawal Program                          14

  8. PERFORMANCE                                            14

  9. DEATH BENEFIT                                          14  
     Upon Your Death                                        14  
     Death of Annuitant                                     14  
                                                                 
 10. OTHER INFORMATION                                      14  
      Cova                                                  14  
      The Separate Account                                  15  
      Distributor                                           15  
      Ownership                                             15  
      Beneficiary                                           15  
      Assignment                                            15  
      Suspension of Payments or Transfers                   15  
      Financial Statements                                  15  
                                                                
 TABLE OF CONTENTS OF THE STATEMENT OF                          
 ADDITIONAL INFORMATION                                     15  
                                                                
 APPENDIX A                                                     
 Condensed Financial Information                           A-1  

 APPENDIX B                                                     
 Performance Information                                   B-1  
                                                                 
                                                                 
 INDEX OF SPECIAL TERMS                                          

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the contract,  however,  certain technical words
or terms are  unavoidable.  We have  identified  the  following as some of these
words or terms.  They are  identified in the text in italic and the page that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.
                                                      
                                                           Page  

 Accumulation Phase                                           9  
 Accumulation Unit                                           10  
 Annuitant                                                    9  
 Annuity Date                                                 9  
 Annuity Options                                              9  
 Annuity Payments                                             9  
 Annuity Unit                                                10  
 Beneficiary                                                 15  
 Fixed Account                                                9  
 Income Phase                                                 9  
 Investment Portfolios                                       10  
 Joint Owner                                                 15  
 Non-Qualified                                               13  
 Owner                                                       15  
 Purchase Payment                                             9  
 Qualified                                                   13  
 Tax Deferral                                                13  



COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE
Owner Transaction Expenses

Withdrawal Charge (see Note 2 below)
     5% of purchase payment withdrawn
Transfer Fee (see Note 3 below)
     No charge for first 12 transfers in a contract year; thereafter, the fee is
$25 per transfer or, if less, 2% of the amount transferred.
Contract Maintenance Charge (see Note 4 below)
     $30 per contract per year

Separate Account Annual Expenses
(as a percentage of average account value)
     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
- --------------------------------------------------------------------------------
     TOTAL SEPARATE ACCOUNT
     ANNUAL EXPENSES                                     1.40%


<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                  Other Expenses
                                                                                  (after expense            Total Annual
                                                Management         12b-1        reimbursement for             Portfolio
                                                   Fees            Fees        certain Portfolios)            Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust (a)
Managed by J.P. Morgan
Investment Management Inc.
<S>                                                <C>                                 <C>                      <C> 
       Select Equity(b)                            .75%             - -                .10%                     .85%
       Small Cap Stock(b)                          .85%             - -                .10%                     .95%
       International Equity(b)                     .85%             - -                .10%                     .95%
       Quality Bond(b)                             .55%             - -                .10%                     .65%
       Large Cap Stock(b)                          .65%             - -                .10%                     .75%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture (a "high yield" portfolio
          under California insurance
          regulations)(b)                          .75%             - -                .10%                     .85%
       Mid-Cap Value(c)                           1.00%             - -                .10%                    1.10%
       Large Cap Research(c)                      1.00%             - -                .10%                    1.10%
       Developing Growth(c)                        .90%             - -                .10%                    1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.
       Growth and Income(d)                        .50%            .07%                .02%                     .59%
- ------------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                                .205%            - -                .00%                     .205%
- ------------------------------------------------------------------------------------------------------------------------------------
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management
& Research Company
       VIP III Growth Opportunities(e)             .61%             - -                .16%                     .77%
       VIP Growth(e)                               .61%             - -                .08%                     .69%
       VIP III Growth & Income                     .50%             - -                .50%                    1.00%
       VIP Equity-Income(e)                        .51%             - -                .07%                     .58%
       VIP II Contrafund(e)                        .61%             - -                .13%                     .74%
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
       AIM V.I. Capital Appreciation               .64%             - -                .09%                     .73%
       AIM V.I. International Equity               .75%             - -                .21%                     .96%
       AIM V.I. Value                              .64%             - -                .09%                     .73%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
Managed by Massachusetts Financial
Services Company
       MFS Emerging Growth(f)                      .75%             - -                .25%                    1.00%
       MFS Research(f)                             .75%             - -                .25%                    1.00%
       MFS Growth With Income(f)                   .75%             - -                .25%                    1.00%
       MFS High Income(f)                          .75%             - -                .25%                    1.00%
       MFS World Governments(f)                    .75%             - -                .25%                    1.00%
       MFS/Foreign & Colonial Emerging
           Markets Equity(f)                      1.25%             - -                .25%                    1.50%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
Investment Portfolio Expenses (continued)
(as a percentage of the average daily net assets of an investment portfolio)

(a)  Since  August 20,  1990,  an  affiliate  of Cova has been  reimbursing  the
     investment  portfolios  of Cova  Series  Trust for all  operating  expenses
     (exclusive of the management fees) in excess of approximately  .10%. Absent
     the expense  reimbursement and management fee waiver, the percentages shown
     for total annual portfolio  expenses (on an annualized  basis) for the year
     or period  ended  December  31,  1996  would have been 1.70% for the Select
     Equity  Portfolio,  2.68% for the Small Cap Stock Portfolio,  3.80% for the
     International Equity Portfolio, 1.52% for the Quality Bond Portfolio, 1.23%
     for the  Large  Cap  Stock  Portfolio  and  2.05%  for the  Bond  Debenture
     Portfolio.

(b)  Annualized. The Portfolio commenced investment operations on April 2, 1996.

(c)  Estimated.  The  Portfolio  commenced  investment  operations on August 19,
     1997.

(d)  The Growth and Income  Portfolio  of Lord Abbett  Series  Fund,  Inc. has a
     12b-1 plan which provides for payments to Lord, Abbett & Co. for remittance
     to a life insurance company for certain distribution expenses (see the Fund
     Prospectus).  The  12b-1  plan  provides  that  such  remittances,  in  the
     aggregate, will not exceed .15%, on an annual basis, of the daily net asset
     value of shares of the Growth and Income Portfolio.  As of the date of this
     prospectus,  no payments  had been made under the 12b-1 Plan.  For the year
     ending  December 31,  1997,  the 12b-1 fees are  estimated to be .07%.  The
     examples below for this Portfolio reflect the estimated 12b-1 fees.

(e)  A portion of the brokerage  commissions  that certain funds pay was used to
     reduce  fund  expenses.  In  addition,  certain  funds  have  entered  into
     arrangements  with their  custodian  and transfer  agent  whereby  interest
     earned  on  uninvested  cash  balances  was used to  reduce  custodian  and
     transfer agent expenses.  Including these  reductions,  the total operating
     expenses  presented in the table would have been .56% for VIP Equity-Income
     Portfolio,  .67%  for  VIP  Growth  Portfolio,.71%  for  VIP II  Contrafund
     Portfolio and .76% for VIP III Growth Opportunities Portfolio.

(f)  The  adviser  has  agreed to bear  expenses  for each  Series,  subject  to
     reimbursement by each Series,  so that each Series' "Other Expenses" do not
     exceed  .25%   annually  for  each  Series   listed   above.   Absent  such
     reimbursement,  "Total Annual  Portfolio  Expenses" would be: 1.16% for the
     MFS Emerging Growth Series;  1.48% for the MFS Research  Series;  2.07% for
     the MFS Growth With Income  Series;  1.62% for the MFS High Income  Series;
     2.03% for the MFS World Governments  Series;  and are estimated to be 1.73%
     for the MFS/Foreign & Colonial Emerging Markets Equity Series.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return on assets:
                                        (a)   upon surrender at the end of each time period;
                                        (b)   if the contract is not surrendered or is annuitized.

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

Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.
<S>                                                    <C>            <C>               <C>               <C>    
       Select Equity                              (a)  $73.80     (a) $118.16       (a) $169.99      (a)  $266.24
                                                  (b)  $23.80     (b) $ 73.16       (b) $124.99      (b)  $266.24
       Small Cap Stock                            (a)  $74.80     (a) $121.17       (a) $175.00      (a)  $276.23
                                                  (b)  $24.80     (b) $ 76.17       (b) $130.00      (b)  $276.23
       International Equity                       (a)  $74.80     (a) $121.17       (a) $175.00      (a)  $276.23
                                                  (b)  $24.80     (b) $ 76.17       (b) $130.00      (b)  $276.23
       Quality Bond                               (a)  $71.79     (a) $112.12       (a) $159.89      (a)  $245.92
                                                  (b)  $21.79     (b) $ 67.12       (b) $114.89      (b)  $245.92
       Large Cap Stock                            (a)  $72.80     (a) $115.15       (a) $164.95      (a)  $256.13
                                                  (b)  $22.80     (b) $ 70.15       (b) $119.95      (b)  $256.13
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.
       Bond Debenture (a "high yield" portfolio   (a)  $73.80     (a) $118.16       (a) $169.99      (a)  $266.24
          under California insurance regulations) (b)  $23.80     (b) $ 73.16       (b) $124.99      (b)  $266.24
       Mid-Cap Value                              (a)  $76.30     (a) $125.66
                                                  (b)  $26.30     (b) $ 80.66
       Large Cap Research                         (a)  $76.30     (a) $125.66
                                                  (b)  $26.30     (b) $ 80.66
       Developing Growth                          (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.
       Growth and Income                          (a)  $71.19     (a) $110.30       (a) $156.83      (a)  $239.74
                                                  (b)  $21.19     (b) $ 65.30       (b) $111.83      (b)  $239.74
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                               (a)  $67.31     (a) $98.54        (a)  $137.02     (a)  $199.08
                                                  (b)  $17.31     (b) $53.54        (b)   $92.02     (b)  $199.08
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Examples (continued)



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

Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management
& Research Company
<S>                                               <C>            <C>    
       VIP III Growth Opportunities               (a)  $73.00     (a) $115.75
                                                  (b)  $23.00     (b) $ 70.75
       VIP Growth                                 (a)  $72.19     (a) $113.33
                                                  (b)  $22.19     (b) $ 68.33
       VIP III Growth & Income                    (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       VIP Equity-Income                          (a)  $71.09     (a) $110.00
                                                  (b)  $21.09     (b) $ 65.00
       VIP II Contrafund                          (a)  $72.69     (a) $114.84
                                                  (b)  $22.69     (b) $ 69.84
- ------------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
       AIM V.I. Capital Appreciation              (a)  $72.59     (a) $114.54
                                                  (b)  $22.59     (b) $ 69.54
       AIM V.I. International Equity              (a)  $74.90     (a) $121.47
                                                  (b)  $24.90     (b) $ 76.47
       AIM V.I. Value                             (a)  $72.59     (a) $114.54
                                                  (b)  $22.59     (b) $ 69.54
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial
Services Company
       MFS Emerging Growth                        (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       MFS Research                               (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       MFS Growth With Income                     (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       MFS High Income                            (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       MFS World Governments                      (a)  $75.30     (a) $122.67
                                                  (b)  $25.30     (b) $ 77.67
       MFS/Foreign & Colonial Emerging            (a)  $80.29     (a) $137.54
          Markets Equity                          (b)  $30.29     (b) $ 92.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples

1.   The purpose of the Fee Table is to show you the various  expenses  you will
     incur  directly or  indirectly  with the contract.  The Fee Table  reflects
     expenses of the Separate Account as well as the investment portfolios.

2.   The withdrawal  charge is 5% of the purchase  payments you withdraw.  After
     Cova has had a purchase payment for 5 years, there is no charge by Cova for
     a withdrawal of that purchase payment.  You may also have to pay income tax
     and a tax penalty on any money you take out.  After the first year, you can
     take up to 10% of your total  purchase  payments each year without a charge
     from Cova.

3.   Cova will not  charge you the  transfer  fee even if there are more than 12
     transfers  in a year if the  transfer  is for the  Dollar  Cost  Averaging,
     Automatic Rebalancing or approved Asset Allocation Programs.

4.   Cova will not charge the contract  maintenance  charge if the value of your
     contract is $50,000 or more,  although,  if you make a complete withdrawal,
     Cova will charge the contract maintenance charge.

5.   Premium taxes are not reflected.  Premium taxes may apply  depending on the
     state where you live.

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

7.   THE EXAMPLES  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
     EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

There is an accumulation  unit value history contained in Appendix A - Condensed
Financial Information.

1.   THE ANNUITY CONTRACT

This Prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Cova),  where the insurance  company promises to pay you an income, in
the form of annuity payments,  beginning on a designated date that's at least 30
days in the future.  Until you decide to begin receiving annuity payments,  your
annuity is in the accumulation phase. Once you begin receiving annuity payments,
your  contract  switches to the income  phase.  The contract  benefits  from tax
deferral.

Tax  deferral  means that you are not taxed on earnings or  appreciation  on the
assets in your contract until you take money out of your contract.

The  contract  is called a variable  annuity  because  you can  choose  among 25
investment  portfolios and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract  also  depends  upon  the  investment  performance  of  the  investment
portfolios you select for the income phase.

The contract also contains a fixed account. The fixed account offers an interest
rate that is guaranteed by Cova. Cova  guarantees that the interest  credited to
the fixed  account  will not be less than 3% per year with  respect to contracts
issued on or after May 1, 1996. If you select the fixed account, your money will
be  placed  with the  other  general  assets of Cova.  If you  select  the fixed
account,  the amount of money you are able to accumulate in your contract during
the  accumulation  phase  depends  upon  the  total  interest  credited  to your
contract. The amount of the annuity payments you receive during the income phase
from the fixed account  portion of the contract will remain level for the entire
income phase.

As owner of the contract,  you exercise all rights under the  contract.  You can
change the owner at any time by notifying  Cova in writing.  You and your spouse
can be named joint owners. We have described more information on this in Section
10 - Other Information.


2.   ANNUITY PAYMENTS (THE INCOME PHASE)

Under the contract you can receive regular income  payments.  You can choose the
month and year in which  those  payments  begin.  We call that date the  annuity
date. Your annuity date must be the first day of a calendar month.  You can also
choose among income plans. We call those annuity options.

We ask you to choose your annuity date and annuity  option when you purchase the
contract. You can change either at any time before the annuity date with 30 days
notice to us. Your  annuity  date cannot be any earlier than one month after you
buy the contract.  Annuity  payments must begin by the annuitant's 85th birthday
or 10 years from the date the  contract  was  issued,  whichever  is later.  The
annuitant is the person whose life we look to when we make annuity payments.

If you do not choose an annuity option at the time you purchase the contract, we
will assume that you  selected  Option 2 which  provides a life  annuity with 10
years of guaranteed payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from the fixed account,  the investment  portfolio(s)
or a combination of both. If you don't tell us otherwise,  your annuity payments
will be based on the  investment  allocations  that were in place on the annuity
date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:  1) the value of your  contract in the  investment  portfolio(s)  on the
annuity  date, 2) the 3% assumed  investment  rate used in the annuity table for
the contract,  and 3) the performance of the investment portfolios you selected.
If the actual  performance  exceeds the 3% assumed rate,  your annuity  payments
will  increase.  Similarly,  if the actual  rate is less than 3%,  your  annuity
payments will decrease.

You can choose one of the following  annuity  options.  After  annuity  payments
begin, you cannot change the annuity option. 

Option 1. Life Annuity.  Under this option, we will make an annuity payment each
month so long as the  annuitant  is alive.  After the  annuitant  dies,  we stop
making annuity payments.

Option 2. Life Annuity with 5, 10 or 20 Years Guaranteed.  Under this option, we
will make an  annuity  payment  each  month so long as the  annuitant  is alive.
However,  if, when the annuitant  dies,  we have made annuity  payments for less
than the  selected  guaranteed  period,  we will then  continue to make  annuity
payments  for the  rest of the  guaranteed  period  to the  beneficiary.  If the
beneficiary does not want to receive annuity payments,  he or she can ask us for
a single lump sum.

Option 3.  Joint and Last  Survivor  Annuity.  Under this  option,  we will make
annuity  payments  each month so long as the  annuitant  and a second person are
both alive.  When either of these people dies,  we will continue to make annuity
payments,  so long as the survivor  continues to live. The amount of the annuity
payments we will make to the  survivor  can be equal to 100%,  66 2/3% or 50% of
the amount that we would have paid if both were alive.

Annuity  payments  are made  monthly  unless you have less than  $5,000 to apply
toward a payment.  In that case,  Cova may  provide  your  annuity  payment in a
single lump sum.  Likewise,  if your annuity  payments would be less than $100 a
month,  Cova has the right to change  the  frequency  of  payments  so that your
annuity payments are at least $100.


3.   PURCHASE

Purchase Payments

A purchase payment is the money you give us to buy the contract.  The minimum we
will accept is $5,000 when the contract is bought as a  non-qualified  contract.
If you  are  buying  the  contract  as  part  of an IRA  (Individual  Retirement
Annuity),  401(k) or other qualified plan, the minimum we will accept is $2,000.
The  maximum we accept is $1 million  without our prior  approval.  You can make
additional purchase payments of $2,000 or more to either type of contract.

Allocation of Purchase Payments

When you purchase a contract,  we will  allocate  your  purchase  payment to the
fixed account and/or one or more of the investment portfolios you have selected.
If you make additional purchase payments,  we will allocate them in the same way
as your first  purchase  payment  unless you tell us otherwise.  There is a $500
minimum  balance  requirement  for the  fixed  account  and for each  investment
portfolio.

If you change your mind about owning this contract,  you can cancel it within 10
days after  receiving it (or, in the state of California,  within 30 days if you
are 60 years or older when we issue the contract).  When you cancel the contract
within this time  period,  Cova will not assess a  withdrawal  charge.  You will
receive back whatever your contract is worth on the day we receive your request.
If you have  purchased  the contract as an IRA, we are required to give you back
your purchase payment if you decide to cancel your contract within 10 days after
receiving it (or whatever period is required).  If that is the case, we will put
your  purchase  payment in the Money  Market  Fund of General  American  Capital
Company for 15 days after we allocate your first purchase payment. At the end of
that period, we will re-allocate those funds as you selected.

Once we receive your  purchase  payment and the necessary  information,  we will
issue your contract and allocate your first  purchase  payment within 2 business
days. If you do not give us all of the  information we need, we will contact you
to get it. If for some reason we are unable to complete  this  process  within 5
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary information.  If you add more money to
your  contract by making  additional  purchase  payments,  we will credit  these
amounts to your  contract  within one business day. Our business day closes when
the New York Stock Exchange closes, usually 4:00 P.M. Eastern time.

Accumulation Units

The value of the variable  annuity  portion of your  contract will go up or down
depending upon the investment  performance  of the investment  portfolio(s)  you
choose.  In order to keep track of the value of your contract,  we use a unit of
measure we call an accumulation  unit. (An accumulation  unit works like a share
of a mutual  fund.)  During the income phase of the contract we call the unit an
annuity unit.

Every  day we  determine  the  value  of an  accumulation  unit  for each of the
investment portfolios. We do this by:

1.   determining the total amount of money invested in the particular investment
     portfolio;

2.   subtracting  from that amount any  insurance  charges and any other charges
     such as taxes we have deducted; and

3.   dividing this amount by the number of outstanding  accumulation  units. The
     value of an accumulation unit may go up or down from day to day.

When you make a purchase  payment,  we credit your  contract  with  accumulation
units.  The number of accumulation  units credited is determined by dividing the
amount of the purchase payment allocated to an investment portfolio by the value
of the accumulation unit for that investment portfolio.

We calculate the value of an  accumulation  unit for each  investment  portfolio
after the New York Stock Exchange closes each day and then credit your contract.

Example:

     On Monday we receive an additional purchase payment of $5,000 from you. You
     have told us you want this to go to the Quality  Bond  Portfolio.  When the
     New York Stock Exchange closes on that Monday,  we determine that the value
     of an accumulation  unit for the Quality Bond Portfolio is $13.90.  We then
     divide  $5,000 by $13.90  and credit  your  contract  on Monday  night with
     359.71 accumulation units for the Quality Bond Portfolio.


4.   INVESTMENT OPTIONS

The  Contract  offers  25  investment  portfolios  which  are  described  below.
Additional investment portfolios may be available in the future.

YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY  BEFORE  INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS
IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR CONTRACT.

Cova Series Trust

Cova  Series  Trust is managed by Cova  Investment  Advisory  Corporation  (Cova
Advisory),  which is an indirect  subsidiary  of Cova.  Cova  Series  Trust is a
mutual fund with multiple portfolios.  Each investment portfolio has a different
investment  objective.   Cova  Advisory  has  engaged  sub-advisers  to  provide
investment  advice  for the  individual  investment  portfolios.  The  following
investment portfolios are available under the contract:

J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser  to the following
portfolios:
  Select Equity Portfolio
  Small Cap Stock Portfolio
  International Equity Portfolio
  Quality Bond Portfolio
  Large Cap Stock Portfolio

Lord, Abbett & Co. is the sub-adviser to the following portfolios:
  Bond Debenture Portfolio (a "high yield" portfolio under
    California insurance regulations)
  Mid-Cap Value Portfolio
  Large Cap Research Portfolio
  Developing Growth Portfolio

Lord Abbett Series Fund, Inc.

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

  Growth and Income Portfolio

General American Capital Company

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

  Money Market Fund

Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III

Variable  Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and
Variable  Insurance  Products  Fund  III are each a mutual  fund  with  multiple
portfolios  managed by Fidelity  Management & Research  Company.  The  following
portfolios are available under the contract:

Variable Insurance Products Fund:
  VIP Growth Portfolio
  VIP Equity-Income Portfolio
Variable Insurance Products Fund II:
  VIP II Contrafund Portfolio (seeks capital appreciation)
Variable Insurance Products Fund III:
  VIP III Growth Opportunities Portfolio
  VIP III Growth & Income Portfolio

AIM Variable Insurance Funds, Inc.

AIM Variable Insurance Funds, Inc. is a mutual fund with multiple portfolios.  A
I M Advisors,  Inc. is the investment  adviser to each portfolio.  The following
portfolios are available under the contract:

  AIM V.I. Capital Appreciation Fund
  AIM V.I. International Equity Fund
  AIM V.I. Value Fund

MFS Variable Insurance Trust

MFS  Variable  Insurance  Trust  is a  mutual  fund  with  multiple  portfolios.
Massachusetts  Financial  Services  Company  is the  investment  adviser to each
portfolio. The following portfolios are available under the contract:

  MFS Emerging Growth Series
  MFS Research Series
  MFS Growth With Income Series
  MFS High Income Series
  MFS World Governments Series
  MFS/Foreign & Colonial Emerging Markets Equity Series

Shares of the investment  portfolios  may be offered in connection  with certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may or may not be  affiliated  with  Cova.  Certain
investment portfolios may also be sold directly to qualified plans. The funds do
not believe that offering their shares in this manner will be disadvantageous to
you.

Transfers

You can transfer money among the fixed account and the 25 investment portfolios.

Transfers  during the  Accumulation  Phase. You can make 12 transfers every year
during  the  accumulation  phase  without  charge.  We  measure  a year from the
anniversary  of the day we issued your  contract.  You can make a transfer to or
from the fixed account and to or from any investment portfolio. If you make more
than 12 transfers in a year,  there is a transfer fee  deducted.  The fee is $25
per transfer or, if less, 2% of the amount  transferred.  The following apply to
any transfer during the accumulation phase:

1.   The minimum  amount  which you can transfer is $500 or your entire value in
     the investment portfolio or fixed account.

2.   Your request for transfer must clearly state which investment  portfolio(s)
     or the fixed account are involved in the transfer.

3.   Your request for transfer must clearly state how much the transfer is for.

4.   You cannot make any transfers within 7 calendar days of the annuity date.

Transfers  during the Income  Phase.  You can only make  transfers  between  the
investment  portfolios once each year. We measure a year from the anniversary of
the day we issued your contract.  You cannot  transfer from the fixed account to
an  investment  portfolio,  but you can  transfer  from  one or more  investment
portfolios  to the fixed account at any time. If you make more than 12 transfers
in a year, a transfer fee will be charged.

Cova has  reserved the right during the year to terminate or modify the transfer
provisions described above. 

You can make transfers by telephone. If you own the contract with a joint owner,
unless Cova is instructed  otherwise,  Cova will accept instructions from either
you or the other  owner.  Cova will use  reasonable  procedures  to confirm that
instructions  given  us by  telephone  are  genuine.  If Cova  fails to use such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions. Cova tape records all telephone instructions.

Dollar Cost Averaging Program

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount each month from the Money Market Fund or the fixed  account to any of the
other investment  portfolio(s).  By allocating  amounts on a regular schedule as
opposed to allocating the total amount at one  particular  time, you may be less
susceptible to the impact of market fluctuations.

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

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

Automatic Rebalancing Program

Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us  to  automatically  rebalance  your  contract  to  return  to  your  original
percentage  allocations by selecting our Automatic  Rebalancing Program. You can
tell us whether to  rebalance  quarterly,  semi-annually  or  annually.  We will
measure these periods from the  anniversary of the date we issued your contract.
The transfer  date will be the 1st day after the end of the period you selected.
If you  participate  in the Automatic  Rebalancing  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

Example:

     Assume  that you  want  your  initial  purchase  payment  split  between  2
     investment portfolios. You want 40% to be in the Quality Bond Portfolio and
     60% to be in the Select  Equity  Portfolio.  Over the next 2 1/2 months the
     bond market does very well while the stock market performs  poorly.  At the
     end of the first quarter,  the Quality Bond Portfolio now represents 50% of
     your holdings  because of its increase in value.  If you had chosen to have
     your holdings rebalanced  quarterly,  on the first day of the next quarter,
     Cova would sell some of your units in the Quality  Bond  Portfolio to bring
     its  value  back to 40% and use the money to buy more  units in the  Select
     Equity Portfolio to increase those holdings to 60%.


Approved Asset Allocation Programs

Cova recognizes the value to certain owners of having available, on a continuous
basis,  advice for the  allocation  of your money among the  investment  options
available under the contracts. Certain providers of these types of services have
agreed  to  provide  such   services  to  owners  in   accordance   with  Cova's
administrative rules regarding such programs.

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  

Even though Cova  permits the use of approved  asset  allocation  programs,  the
contract was not designed for professional market timing organizations. Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
investment portfolios, and when Cova becomes aware of such disruptive practices,
we may modify the transfer provisions of the contract.

If you participate in an Approved Asset Allocation  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

Voting Rights

Cova is the  legal  owner of the  investment  portfolio  shares.  However,  Cova
believes that when an investment  portfolio solicits proxies in conjunction with
a vote of  shareholders,  it is  required  to obtain  from you and other  owners
instructions as to how to vote those shares. When we receive those instructions,
we will vote all of the shares we own in proportion to those instructions.  This
will also  include  any shares  that Cova owns on its own  behalf.  Should  Cova
determine that it is no longer  required to comply with the above,  we will vote
the shares in our own right.

Substitution

Cova may be required to substitute  one of the  investment  portfolios  you have
selected with another portfolio. We would not do this without the prior approval
of the Securities and Exchange Commission. We will give you notice of our intent
to do this.


5.   EXPENSES

There are charges and other expenses  associated  with the contracts that reduce
the return on your investment in the contract. These charges and expenses are:

Insurance Charges

Each day, Cova makes a deduction for its  insurance  charges.  Cova does this as
part of its calculation of the value of the  accumulation  units and the annuity
units.  The  insurance  charge has two parts:  1) the mortality and expense risk
premium and 2) the administrative expense charge.

Mortality and Expense Risk Premium. This charge is equal, on an annual basis, to
1.25% of the daily value of the contracts  invested in an investment  portfolio,
after expenses have been deducted. This charge is for all the insurance benefits
e.g.,  guarantee of annuity rates,  the death benefits,  for certain expenses of
the contract,  and for assuming the risk (expense risk) that the current charges
will be  sufficient  in the  future  to  cover  the  cost of  administering  the
contract.  If the charges under the contract are not sufficient,  then Cova will
bear the loss.  Cova  does,  however,  expect to profit  from this  charge.  The
mortality and expense risk premium cannot be increased. Cova may use any profits
we make from this charge to pay for the costs of distributing the contract.

Administrative Expense Charge. This charge is equal, on an annual basis, to .15%
of the daily value of the contracts invested in an investment  portfolio,  after
expenses have been deducted. This charge, together with the contract maintenance
charge (see below), is for all the expenses  associated with the  administration
of the  contract.  Some of these  expenses  are:  preparation  of the  contract,
confirmations,  annual reports and statements,  maintenance of contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs. Because this charge is taken out of every unit value, you may pay
more in  administrative  costs than those that are  associated  solely with your
contract.  Cova does not intend to profit  from this  charge.  However,  if this
charge and the contract  maintenance charge are not enough to cover the costs of
the contracts in the future, Cova will bear the loss.

Contract Maintenance Charge

During the  accumulation  phase,  every year on the anniversary of the date when
your  contract  was issued,  Cova  deducts $30 from your  contract as a contract
maintenance charge. This charge is for administrative expenses (see above). This
charge can not be increased.

Cova will not deduct this charge, if when the deduction is to be made, the value
of your  contract  is  $50,000  or  more.  Cova  may  some  time  in the  future
discontinue this practice and deduct the charge.

If you make a complete withdrawal from your contract,  the contract  maintenance
charge will also be deducted.  A pro rata portion of the charge will be deducted
if the annuity date is other than an  anniversary.  After the annuity date,  the
charge will be collected monthly out of the annuity payment.

Withdrawal Charge

During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment.  Once a year after the first year, you can
withdraw up to 10% of your total purchase payments and no withdrawal charge will
be assessed on the 10%, if on the day you make your withdrawal the value of your
contract is $5,000 or more. Otherwise, the charge is 5% of each purchase payment
you take out. However,  after Cova has had a purchase payment for 5 years, there
is no charge  when you  withdraw  that  purchase  payment.  For  purposes of the
withdrawal  charge,  Cova treats  withdrawals as coming from the oldest purchase
payment  first.  When  the  withdrawal  is for  only  part of the  value of your
contract,  the  withdrawal  charge is deducted from the remaining  value in your
contract.

NOTE:  For tax purposes,  withdrawals  are considered to have come from the last
money into the contract. Thus, for tax purposes, earnings are considered to come
out first.

Cova does not assess the  withdrawal  charge on any payments paid out as annuity
payments or as death benefits.

After you have owned the contract for one year, if you, or your joint owner, has
been  confined to a nursing  home or hospital for at least 90  consecutive  days
under a doctor's care and you need part or all of the money from your  contract,
Cova will not impose a  withdrawal  charge.  You or your joint owner cannot have
been so confined when you purchased  your contract if you want to take advantage
of this provision. This is called the Nursing Home Waiver.

Reduction or Elimination of the Withdrawal Charge

Cova will  reduce or  eliminate  the amount of the  withdrawal  charge  when the
contract  is sold  under  circumstances  which  reduce its sales  expense.  Some
examples are: if there is a large group of  individuals  that will be purchasing
the contract or a prospective  purchaser  already had a relationship  with Cova.
Cova will not deduct a withdrawal  charge under a contract issued to an officer,
director or employee of Cova or any of its affiliates.

Premium Taxes

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar  taxes.  Cova is  responsible  for the payment of these
taxes and will make a deduction from the value of the contract for them. Some of
these  taxes are due when the  contract is issued,  others are due when  annuity
payments  begin.  It is Cova's  current  practice to not charge anyone for these
taxes until annuity payments begin. Cova may some time in the future discontinue
this practice and assess the charge when the tax is due. Premium taxes generally
range from 0% to 4%, depending on the state.

Transfer Fee

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is  transferred  whichever is less.

If the  transfer is part of the Dollar Cost  Averaging  Program,  the  Automatic
Rebalancing  Program or an Approved Asset Allocation  Program, it will not count
in determining the transfer fee.

Income Taxes

Cova will deduct from the contract for any income taxes which it incurs  because
of the contract. At the present time, we are not making any such deductions.

Investment Portfolio Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
investment portfolios, which are described in the attached fund prospectuses.


6.   TAXES

NOTE:  Cova has  prepared  the  following  information  on  taxes  as a  general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should consult your own tax adviser about your own  circumstances.  Cova has
included in the Statement of  Additional  Information  an additional  discussion
regarding taxes.

Annuity Contracts in General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply  stated these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax  deferral.  There are  different  rules as to how you will be
taxed  depending  on how you  take the  money  out and the  type of  contract  -
qualified or non-qualified (see following sections).

You, as the owner,  will not be taxed on increases in the value of your contract
until a  distribution  occurs - either as a withdrawal  or as annuity  payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For annuity payments, different rules apply. A portion of each annuity
payment is treated as a partial return of your purchase payments and will not be
taxed. The remaining  portion of the annuity payment will be treated as ordinary
income.  How the annuity  payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the annuity payments are expected to
be made.  Annuity payments received after you have received all of your purchase
payments are fully includible in income. 

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation  or certain other  entities other than  tax-qualified  trusts),  the
contract will generally not be treated as an annuity for tax purposes.

Qualified and Non-Qualified Contracts

If you purchase the contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your contract
is referred to as a non-qualified contract.

If you purchase the contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs),  Tax-Sheltered  Annuities  (sometimes  referred to as 403(b) contracts),
H.R. 10 Plans  (sometimes  referred to as Keogh  Plans),  and pension and profit
plans, which include 401(k) plans.

Withdrawals - Non-Qualified Contracts

If you make a withdrawal  from your contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty.  They include any amounts:  (1) paid on or after the
taxpayer  reaches age 59 1/2;  (2) paid after you die;  (3) paid if the taxpayer
becomes  totally  disabled (as that term is defined in the Code);  (4) paid in a
series of substantially  equal payments made annually (or more frequently) under
a lifetime annuity;  (5) paid under an immediate annuity; or (6) which come from
purchase payments made prior to August 14, 1982.

Withdrawals - Qualified Contracts

The above  information  describing the taxation of non-qualified  contracts does
not apply to  qualified  contracts.  There are  special  rules that  govern with
respect to qualified  contracts.  We have provided a more complete discussion in
the Statement of Additional Information.

Withdrawals - Tax-Sheltered Annuities

The Code limits the withdrawal of purchase  payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term
is defined in the Code); or (5) in the case of hardship. However, in the case of
hardship,  the  owner  can  only  withdraw  the  purchase  payments  and not any
earnings.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract. Cova believes that the investment portfolios are being managed
so as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered the owner of the shares of the investment portfolios. If this occurs,
it will result in the loss of the favorable  tax treatment for the contract.  It
is unknown to what extent owners are permitted to select investment  portfolios,
to make  transfers  among the  investment  portfolios  or the number and type of
investment  portfolios owners may select from. If any guidance is provided which
is  considered  a new  position,  then the guidance  would  generally be applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied  retroactively.  This would mean that you, as the owner of the
contract, could be treated as the owner of the investment portfolios.

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


7.   ACCESS TO YOUR MONEY

You can have access to the money in your  contract:  (1) by making a  withdrawal
(either a partial or a complete withdrawal);  (2) by electing to receive annuity
payments;  or (3) when a death benefit is paid to your  beneficiary.  Under most
circumstances, withdrawals can only be made during the accumulation phase.

When you make a complete  withdrawal  you will receive the value of the contract
on the day you made the withdrawal less any applicable  withdrawal charge,  less
any  premium  tax and less any  contract  maintenance  charge.  (See  Section 5.
Expenses for a discussion of the charges.)

Unless you instruct Cova otherwise, any partial withdrawal will be made pro rata
from all the  investment  portfolios  and the fixed account you selected.  Under
most  circumstances  the amount of any partial  withdrawal  must be for at least
$500.  Cova requires  that after a partial  withdrawal is made you keep at least
$500 in any selected investment portfolio.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL
YOU MAKE.

There are limits to the amount you can withdraw  from a qualified  plan referred
to as a 403(b) plan.  For a more complete  explanation  see Section 6. Taxes and
the discussion in the Statement of Additional Information.

Systematic Withdrawal Program

If you are 59 1/2 or older, you may use the Systematic  Withdrawal Program. This
program provides an automatic  monthly payment to you of up to 10% of your total
purchase  payments  each  year.  No  withdrawal  charge  will be made for  these
payments. Cova does not have any charge for this program, but reserves the right
to charge in the future. If you use this program, you may not also make a single
10% free withdrawal.  For a discussion of the withdrawal charge and the 10% free
withdrawal,  see  Section  5.  Expenses.  

INCOME  TAXES MAY APPLY TO  SYSTEMATIC WITHDRAWALS.

8.   PERFORMANCE

Cova periodically  advertises  performance of the various investment portfolios.
Cova will  calculate  performance by  determining  the percentage  change in the
value of an accumulation unit by dividing the increase  (decrease) for that unit
by the value of the  accumulation  unit at the  beginning  of the  period.  This
performance number reflects the deduction of the insurance charges.  It does not
reflect  the  deduction  of  any  applicable  contract  maintenance  charge  and
withdrawal charge. The deduction of any applicable  contract  maintenance charge
and withdrawal charges would reduce the percentage  increase or make greater any
percentage  decrease.  Any advertisement  will also include total return figures
which  reflect the  deduction of the  insurance  charges,  contract  maintenance
charges, and withdrawal charges.

Cova may, from time to time, include in its advertising and sales materials, tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

Appendix B contains performance information that you may find informative. It is
divided into various parts,  depending upon the type of performance  information
shown.  Future  performance  will vary and the results shown are not necessarily
representative of future results.


9.   DEATH BENEFIT

Upon Your Death

If you die before annuity payments begin,  Cova will pay a death benefit to your
beneficiary  (see below).  If you have a joint owner,  the death benefit will be
paid when the first of you dies.  Joint  owners must be spouses.  The  surviving
joint owner will be treated as the beneficiary.

The amount of the death benefit depends on how old you or your joint owner is.

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

1.   Total purchase payments,  less withdrawals (and any withdrawal charges paid
     on the  withdrawals)  accumulated  at 4% from the date  your  contract  was
     issued until the date of death; or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The value of your contract on the most recent five year anniversary  before
     the  date of  death,  plus  any  subsequent  purchase  payments,  less  any
     withdrawals (and any withdrawal charges paid on the withdrawals).

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

1.   Total purchase payments,  less withdrawals (and any withdrawal charges paid
     on the  withdrawals)  accumulated  at 4% from the date  your  contract  was
     issued  until you or your joint owner  reaches age 80, plus any  subsequent
     purchase payments, less any withdrawals (and any withdrawal charges paid on
     the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The value of your contract on the most recent five year  anniversary  on or
     before you or your joint owner reaches age 80, plus any subsequent purchase
     payments,  less any  withdrawals  (and any  withdrawal  charges paid on the
     withdrawals).

The entire death benefit must be paid within 5 years of the date of death unless
the  beneficiary  elects  to have the death  benefit  payable  under an  annuity
option.  The death benefit payable under an annuity option must be paid over the
beneficiary's  lifetime or for a period not extending  beyond the  beneficiary's
life expectancy. Payment must begin within one year of the date of death. If the
beneficiary  is the spouse of the owner,  he/she can  continue  the  contract in
his/her own name at the then current value. If a lump sum payment is elected and
all the necessary requirements are met, the payment will be made within 7 days.

Death of Annuitant

If the  annuitant,  not an owner or joint owner,  dies before  annuity  payments
begin, you can name a new annuitant.  If no annuitant is named within 30 days of
the death of the annuitant, you will become the annuitant. However, if the owner
is a non-natural person (for example,  a corporation),  then the death or change
of annuitant will be treated as the death of the owner,  and a new annuitant may
not be named.

Upon the death of the annuitant after annuity payments begin, the death benefit,
if any, will be as provided for in the annuity option selected.


10.  OTHER INFORMATION

Cova

Cova  Financial Life Insurance  Company  (Cova) was originally  incorporated  on
September 6, 1972 as Industrial  Indemnity Life Insurance  Company, a California
corporation  and changed its name to Xerox  Financial Life Insurance  Company in
1986.  On June 1, 1995,  a  wholly-owned  subsidiary  of General  American  Life
Insurance  Company  purchased  Cova which on that date  changed its name to Cova
Financial Life Insurance Company.

Cova is presently licensed to do business in the state of California.

The Separate Account

Cova has  established a separate  account,  Cova Variable  Annuity  Account Five
(Separate Account), to hold the assets that underlie the contracts. The Board of
Directors of Cova adopted a resolution to establish  the Separate  Account under
California  insurance  law on March 24, 1992.  We have  registered  the Separate
Account with the Securities and Exchange  Commission as a unit investment  trust
under the Investment Company Act of 1940.

The  assets of the  Separate  Account  are held in Cova's  name on behalf of the
Separate Account and legally belong to Cova. However, those assets that underlie
the contracts,  are not  chargeable  with  liabilities  arising out of any other
business  Cova may  conduct.  All the  income,  gains and  losses  (realized  or
unrealized)  resulting from these assets are credited to or charged  against the
contracts and not against any other contracts Cova may issue.

Distributor

Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the distributor of the contracts.  Life
Sales is an affiliate of Cova.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers will be paid commissions up to 5.5% of purchase payments.  During
the  initial  period  in  which  the  Contracts  are  offered,  Cova  may pay an
additional  .5%  commission.  Sometimes,  Cova enters into an agreement with the
broker-dealer to pay the broker-dealer  persistency  bonuses, in addition to the
standard  commissions.  To the extent that the withdrawal charge is insufficient
to cover the  actual  cost of  distribution,  Cova may use any of its  corporate
assets,  including any profit from the  mortality  and expense risk premium,  to
make up any difference.

Ownership

Owner.  You,  as the  owner of the  contract,  have  all the  rights  under  the
contract.  Prior to the annuity date, the owner is as designated at the time the
contract is issued, unless changed. On and after the annuity date, the annuitant
is the owner. The beneficiary becomes the owner when a death benefit is payable.

Joint Owner. The contract can be owned by joint owners.  Any joint owner must be
the  spouse  of the other  owner.  Upon the death of  either  joint  owner,  the
surviving  spouse  will be the  designated  beneficiary.  Any other  beneficiary
designation  at the time the  contract  was  issued  or as may have  been  later
changed will be treated as a contingent beneficiary unless otherwise indicated.

Beneficiary

The  beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  beneficiary  is named at the time the  contract is issued  unless
changed at a later date.  Unless an irrevocable  beneficiary has been named, you
can change the beneficiary at any time before you die.

Assignment

You can assign the contract at any time during your  lifetime.  Cova will not be
bound by the assignment  until it receives the written notice of the assignment.
Cova will not be liable for any  payment or other  action we take in  accordance
with the contract before we receive notice of the assignment.  AN ASSIGNMENT MAY
BE A TAXABLE  EVENT.  

If the contract is issued pursuant to a qualified plan, there may be limitations
on your ability to assign the contract.

Suspension of Payments or Transfers

Cova may be  required  to  suspend  or  postpone  payments  for  withdrawals  or
transfers for any period when:

1.   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2.   trading on the New York Stock Exchange is restricted;

3.   an  emergency  exists  as a  result  of which  disposal  of  shares  of the
     investment  portfolios  is  not  reasonably   practicable  or  Cova  cannot
     reasonably value the shares of the investment portfolios;

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of owners.

Cova has reserved the right to defer  payment for a withdrawal  or transfer from
the fixed  account  for the  period  permitted  by law but not for more than six
months.

Financial Statements

The consolidated financial statements of Cova and the Separate Account have been
included in the Statement of Additional Information.

Table of Contents of the Statement of Additional Information
     Company
     Experts
     Legal Opinions
     Distribution
     Performance Information
     Tax Status
     Annuity Provisions
     Financial Statements

APPENDIX A
CONDENSED FINANCIAL INFORMATION

Accumulation Unit Value History

The  following  schedule  includes  accumulation  unit  values  for the  periods
indicated.  This data has been extracted from the Separate  Account's  Financial
Statements.   The  Separate  Account's  Financial  Statements  (except  for  the
unaudited  Financial  Statements  for the period ended  September 30, 1997) have
been audited by KPMG Peat Marwick LLP, independent certified public accountants,
whose  report is included  in the  Statement  of  Additional  Information.  This
information should be read in conjunction with the Separate Account's  Financial
Statements  and related  notes which are included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
                                                             Period Ended        Year or Period        Period from Commencement
                                                                9/30/97               ended                  of Operations
                                                              (unaudited)            12/31/96              through 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord, Abbett & Co.
Bond Debenture Sub-Account
<S>                                                             <C>                  <C>                            
     Beginning of Period                                        $11.30               $10.15                        *
     End of Period                                               12.66                 11.30
     Number of Accum. Units Outstanding                        252,345                39,545
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by J.P. Morgan
Investment Management Inc.
Select Equity Sub-Account
     Beginning of Period                                        $10.84                $10.15                      *
     End of Period                                               14.20                 10.84
     Number of Accum. Units Outstanding                        549,003               185,509
- ------------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account
     Beginning of Period                                        $11.31               $10.91                       *
     End of Period                                               13.78                 11.31
     Number of Accum. Units Outstanding                        395,558               113,118

International Equity Sub-Account
     Beginning of Period                                        $10.97                $10.10                       *
     End of Period                                               12.10                 10.97
     Number of Accum. Units Outstanding                        434,016               124,032

Quality Bond Sub-Account
     Beginning of Period                                        $10.37              $  9.95                       *
     End of Period                                               10.88                 10.37
     Number of Accum. Units Outstanding                        186,347                64,534

Large Cap Stock Sub-Account
     Beginning of Period                                        $11.34                $10.16                      *
     End of Period                                               14.62                 11.34
     Number of Accum. Units Outstanding                        539,661               126,231
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Growth and Income Sub-Account
     Beginning of Period                                        $25.09                $21.31                  $19.54
     End of Period                                               30.94                 25.09                   21.31
     Number of Accum. Units Outstanding                        651,703               375,304                 125,555
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*    The Lord Abbett  Series  Fund,  Inc.  Growth and Income  Portfolio  started
     regular  investment  operations  on July 20, 1995.  The  accumulation  unit
     values shown above for the  beginning of the period for the Select  Equity,
     Small Cap Stock, Large Cap Stock,  International  Equity,  Quality Bond and
     Bond Debenture Portfolios reflect the date these investment portfolios were
     first  offered for sale to the public  which were as follows:  May 15, 1996
     for the Select Equity and Small Cap Stock Portfolios;  May 16, 1996 for the
     Large  Cap  Stock  Portfolio;  May 14,  1996 for the  International  Equity
     Portfolio;  and May 20,  1996  for the  Quality  Bond  and  Bond  Debenture
     Portfolios.  The  Separate  Account  had  not  invested  in  the  following
     Portfolios  which are  advised by Lord,  Abbett & Co. as of  September  30,
     1997:  Mid-Cap  Value,  Large Cap Research  and  Developing  Growth.  As of
     September  30,  1997,  the  investment   portfolios   managed  by  Fidelity
     Management & Research  Company,  A I M Advisors,  Inc.,  and  Massachusetts
     Financial  Services  Company  had  not  yet  commenced  regular  investment
     operations.

APPENDIX B
PERFORMANCE INFORMATION

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

PART 1

COVA SERIES TRUST,  LORD ABBETT SERIES FUND, INC. AND GENERAL  AMERICAN  CAPITAL
COMPANY,  EXISTING  PORTFOLIOS  

J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser for the following
portfolios of Cova Series Trust: Select Equity,  Small Cap Stock,  International
Equity,  Quality Bond and Large Cap Stock. Lord, Abbett & Co. is the sub-adviser
for the Bond Debenture Portfolio of Cova Series Trust. Lord, Abbett & Co. is the
investment  adviser  for  Lord  Abbett  Series  Fund,  Inc.  Growth  and  Income
Portfolio.  Conning Asset Management Company is the adviser for General American
Capital Company Money Market Fund. All of these  portfolios  began operations on
or before May 1, 1997.  As a result,  performance  information  is available for
these portfolios as well as for the accumulation unit values.

The performance  figures shown for the portfolios in Column A in the chart below
reflect the actual fees and expenses  paid by the  portfolio.  Column B presents
performance  figures  for the  accumulation  units which  reflect the  insurance
charges as well as the fees and expenses of the investment  portfolio.  Column C
presents  performance  figures  for the  accumulation  units  which  reflect the
insurance charges, the contract maintenance charge, the fees and expenses of the
investment  portfolio,  and assume that you make a withdrawal  at the end of the
period and therefore  the  withdrawal  charge is reflected.  For the Cova Series
Trust Portfolios,  performance is shown from the dates shares were first offered
to the public as follows:  May 1, 1996 for the Select  Equity,  Small Cap Stock,
International  Equity,   Quality  Bond,  Large  Cap  Stock  and  Bond  Debenture
Portfolios.  For the Lord Abbett Series Fund, Inc. Growth and Income  Portfolio,
investment operations commenced on December 11, 1989.

The inception dates for the accumulation units investing in these portfolios are
as  follows:  July 20, 1995 for the Growth and Income  Portfolio  of Lord Abbett
Series Fund,  Inc.; May 15, 1996 for the Select Equity and Small Cap Portfolios;
May  16,  1996  for  the  Large  Cap  Stock  Portfolio;  May  14,  1996  for the
International  Equity  Portfolio;  May 20,  1996 for the  Quality  Bond and Bond
Debenture  Portfolios;  and May 1, 1997 for the  Money  Market  Fund of  General
American Capital Company. Accumulation unit performance prior to these dates, as
shown in Columns B and C below, is therefore hypothetical.

<TABLE>
<CAPTION>
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
                                         Column A                          Column B                           Column C
                                    Portfolio Performance                           Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   since                              since                               since
   Portfolio                  1 yr       5 yrs     inception      1 yr       5 yrs    inception      1 yr       5 yrs     inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>           <C>                   <C>           <C>                  <C>   
   Select Equity             42.02%       - -      28.68%        40.62%       - -      27.28%        35.42%      - -      24.16%
   Small Cap Stock           31.34%       - -      22.38%        29.94%       - -      20.98%        24.75%      - -      17.80%
   International Equity      18.21%       - -      14.08%        16.81%       - -      12.68%        11.64%      - -       9.43%
   Quality Bond               9.02%       - -       8.28%         7.62%       - -       6.88%         2.47%      - -       3.58%
   Large Cap Stock           41.52%       - -      32.07%        40.12%       - -      30.67%        34.92%      - -      27.57%
   Bond Debenture            18.18%       - -      18.65%        16.78%       - -      17.25%        11.60%      - -      14.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 1 Lord Abbett Series Fund, Inc.
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
                                         Column A                          Column B                            Column C
                                    Portfolio Performance                            Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   since                              since                               since
   Portfolio                  1 yr       5 yrs     inception      1 yr       5 yrs    inception      1 yr       5 yrs     inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>           <C>       <C>         <C>           <C>       <C>        <C>   
   Growth and Income         33.52%     19.30%     16.96%        32.12%    17.90%      15.56%        26.69%    16.97%     14.93%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 1 General American Capital Company
Average Annual Total Return for the periods ended 9/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
                                         Column A                          Column B                            Column C
                                    Portfolio Performance                            Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   since                              since                               since
   Portfolio                  1 yr       5 yrs     inception      1 yr       5 yrs    inception      1 yr       5 yrs     inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>           <C>                   <C>          <C>                   <C>  
   Money Market               5.56%      - -        5.54%         4.16%       - -       4.14%        (0.98)%     - -       0.57%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

APPENDIX B
PERFORMANCE INFORMATION (continued)

PART 2 - GENERAL AMERICAN CAPITAL COMPANY,  INC.,  VARIABLE  INSURANCE  PRODUCTS
FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III,
AIM VARIABLE INSURANCE FUNDS AND MFS VARIABLE INSURANCE TRUST ("EXISTING FUNDS")

Shares of the  General  American  Capital  Company  Money  Market Fund were made
available  under  the  Contract  on May 1,  1997.  Shares of the  Portfolios  of
Variable Insurance Products Fund,  Variable Insurance Products Fund II, Variable
Insurance Products Fund III, AIM Variable Insurance Funds, Inc. and MFS Variable
Insurance  Trust were first  offered  under the  Contract as of the date of this
prospectus.  However,  certain  Portfolios of General  American Capital Company,
Variable Insurance Products Fund,  Variable Insurance Products Fund II, Variable
Insurance Products Fund III, AIM Variable Insurance Funds, Inc. and MFS Variable
Insurance  Trust  ("Existing  Funds")  have been in  existence  for sometime and
therefore  have  an  investment  performance  history.  In  order  to  show  how
investment performance of the Existing Funds affect accumulation unit values, we
have  developed  performance  information.  

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

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

<TABLE>
<CAPTION>
Part 2 General American Capital Company Money Market Fund
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------

                               Portfolio         Column A                           Column B                    Column C
                               Inception     Fund Performance                                          Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Date       1 yr     5 yrs    10 yrs        1 yr     5 yrs    10 yrs        1 yr     5 yrs    10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>   <C>      <C>      <C>           <C>      <C>      <C>           <C>      <C>      <C>  
   Money Market                10/1/87    5.63%    4.75%    6.04%         4.23%    3.35%    4.64%         (0.87)%  (1.25)%  4.54%

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 Variable Insurance Products Fund
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
                                Portfolio         Column A                           Column B                    Column C
                               Inception     Fund Performance                                          Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Date       1 yr     5 yrs    10 yrs        1 yr     5 yrs    10 yrs        1 yr     5 yrs    10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>   <C>      <C>      <C>           <C>      <C>      <C>           <C>      <C>      <C>   
   VIP Growth                  10/9/86    27.05%   21.38%   14.70%        25.65%   19.98%   13.30%        20.55%   15.38%   13.20%
   VIP Equity-Income           10/9/86    33.92%   21.48%   14.04%        32.52%   20.08%   12.64%        27.42%   15.48%   12.54%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Part 2 Variable Insurance Products Fund II
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------


 
                                                 Column A                           Column B                    Column C
                               Portfolio     Fund Performance                              Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Inception                since                             since                          since
                               Date       1 yr          inception         1 yr            inception       1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C> <C>    <C>           <C>               <C>             <C>             <C>            <C>   
   VIP II Contrafund           1/3/95     36.56%        31.71%            35.16%          30.31%          30.06%         25.71%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 Variable Insurance Products Fund III
Average Annual Total Return for the periods ended 9/30/97
 
                                                 Column A                           Column B                    Column C
                               Portfolio     Fund Performance                              Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Inception                since                             since                          since
                               Date       1 yr          inception         1 yr            inception       1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------
   VIP III Growth
<S>                            <C> <C>    <C>           <C>               <C>             <C>             <C>            <C>   
      Opportunities            1/3/95     36.01%        27.62%            34.61%          26.22%          29.51%         21.62%
   VIP III Growth
      & Income                 12/31/96    - -          32.22%             - -            30.82%           - -           26.22%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 AIM Variable Insurance Funds, Inc.
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------


 
                                                 Column A                           Column B                    Column C
                               Portfolio     Fund Performance                            Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Inception                since                             since                          since
                               Date       1 yr          inception         1 yr            inception       1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------
   AIM V.I. Capital
<S>                            <C> <C>    <C>           <C>               <C>             <C>             <C>            <C>   
      Appreciation             5/5/93     25.01%        22.19%            23.61%          20.79%          18.51%         16.19%
   AIM V.I. International
      Equity                   5/5/93     22.53%        15.73%            21.13%          14.33%          16.03%           9.73%
   AIM V.I. Value              5/5/93     34.08%        21.43%            32.68%          20.03%          27.58%         15.43%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 MFS Variable Insurance Trust
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------


 
                                                 Column A                           Column B                    Column C
                               Portfolio     Fund Performance                            Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
   Portfolio                   Inception                since                             since                          since
                               Date       1 yr          inception         1 yr            inception       1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>   <C>           <C>               <C>             <C>             <C>            <C>   
   MFS Emerging Growth         7/24/95    23.87%        28.49%            22.47%          27.09%          17.37%         22.49%
   MFS Research                7/26/95    28.99%        26.18%            27.57%          24.78%          22.49%         20.18%
   MFS Growth With Income      10/9/95    33.88%        29.23%            32.48%          27.83%          27.38%         23.23%
   MFS High Income             7/26/95    14.74%        13.24%            13.34%          11.84%            8.24%          7.24%
   MFS World Governments       6/14/94     2.06%         5.58%             0.66%           4.18%          (4.44)%        (0.42)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




Cova Financial Life
   Insurance Company
Attn: Variable Products
One Tower Lane
Suite 3000
Oakbrook Terrace, Illinois 60181-4644

Please send me, at no charge,  the  Statement of  Additional  Information  dated
December 30, 1997, for The Annuity Contract issued by Cova.

                  (Please print or type and fill in all information)

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

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

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

 CC-3056 (12/97)                                 COVA VA











                                  [Back Cover]









                                      COVA
                     Cova Financial Life Insurance Company


                         Marketing and Executive Office

                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661


                             Annuity Service Office

                                 P.O. Box 10366
                              Des Moines, IA 50306-9775
                                 800-343-8496


CC-3055 (2/98)      Policy Form Series XLCC-648, XLCC-833      21-PREM-CA (2/98)


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