COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1998-01-13
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                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                       COVA VARIABLE ANNUITY ACCOUNT FIVE
  
                                       AND

                      COVA FINANCIAL LIFE INSURANCE COMPANY



THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED  DECEMBER  2,  1997,  FOR THE
INDIVIDUAL  FIXED AND  VARIABLE  DEFERRED  ANNUITY  CONTRACT  WHICH IS DESCRIBED
HEREIN.

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

       THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED DECEMBER 2, 1997.


                                TABLE OF CONTENTS



                                                     Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION
Reduction or Elimination of the Withdrawal Charge

PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies

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

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

FINANCIAL STATEMENTS




                                     COMPANY

Cova   Financial  Life   Insurance   Company  (the   "Company")  was  originally
incorporated  on  September  6,  1972 as  Industrial  Indemnity  Life  Insurance
Company,  a  California  corporation  and changed its name on January 1, 1986 to
Xerox Financial Life Insurance Company.  The Company presently is licensed to do
business in the state of California.  On June 1, 1995 a wholly-owned  subsidiary
of General American Life Insurance Company ("General  American") purchased Xerox
Financial  Services Life Insurance  Company ("Xerox Life"),  an affiliate of the
Company,  from Xerox  Financial  Services,  Inc. The  acquisition  of Xerox Life
included related companies,  including the Company.  On June 1, 1995 the Company
changed its name to Cova Financial Life Insurance Company.
   
General American is a St. Louis-based mutual company with more than $275 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.    

                                     EXPERTS

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

                                 LEGAL OPINIONS

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

                                  DISTRIBUTION

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

                             PERFORMANCE INFORMATION

Total Return

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

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

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

                                         n
                                P (1 + T)  = ERV

Where:

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

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

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

   The contracts are new and therefore have no performance history. However, the
Separate Account and certain corresponding Portfolios have been in existence for
sometime and consequently have an investment  performance  history.  In order to
show how the historical  investment  performance of the Separate Account and the
Portfolios  affect  Accumulation  Unit  values,   performance   information  was
developed.  The  information  is based  upon the  historical  experience  of the
Separate Account and the Portfolios and is for the periods shown. The prospectus
contains a chart of performance information.    

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

Historical Unit Values

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

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

Reporting Agencies

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

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

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

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


                                   TAX STATUS

GENERAL

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

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of  annuities  in general.  An Owner is not taxed on  increases  in the
value of a Contract until distribution occurs,  either in the form of a lump sum
payment or as annuity payments under the annuity option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

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

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

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

a.   H.R. 10 Plans

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

b.   Tax-Sheltered Annuities

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

c.   Individual Retirement Annuities

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

d.   Corporate Pension and Profit-Sharing Plans

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

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

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

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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


                               ANNUITY PROVISIONS

VARIABLE ANNUITY

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

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

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

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

FIXED ANNUITY

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

ANNUITY UNIT

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

NET INVESTMENT FACTOR

The Net Investment Factor for any investment  portfolio for any valuation period
is determined by dividing:

(a)  the  Accumulation  Unit  value  as of the  close of the  current  valuation
     period, by

(b)  the  Accumulation  Unit value as of the close of the immediately  preceding
     valuation period.

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

MORTALITY AND EXPENSE GUARANTEE

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

                              FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY ACCOUNT FIVE

Financial Statements

(UNAUDITED)

September 30, 1997








<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1997   (Unaudited)



ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

<S>                                                                                                            <C>
VAN KAMPEN MERRIT SERIES TRUST:
  Quality Income Portfolio - 58,973 shares at a net asset value of $10.73 per share (cost $628,539)            $   632,757
  Growth and Income Portfolio - 87,613 shares at a net asset value of $17.24 per share (cost $1,240,861)         1,510,813
  Money Market Portfolio - 734,959 shares at a net asset value of $1.00 per share (cost $734,959)                  734,959
  Stock Index Portfolio - 74,778 shares at a net asset value of $20.60 per share (cost $1,175,774 )              1,540,139
  Bond Debenture Portfolio - 262,799 shares at a net asset value of $12.15 per share (cost $3,003,949)           3,193,707
  Quality Bond Portfolio - 195,355 shares at a net asset value of $10.38 per share (cost $1,983,754)             2,027,003
  Small Cap Stock Portfolio - 407,913 shares at a net asset value of $13.36 per share (cost $4,568,661)          5,448,908
  Large Cap Stock Portfolio -550,119 shares at a net asset value of $14.34 per share (cost $6,894,860)           7,890,678
  Select Equity Portfolio - 552,622  shares at a net asset value of $14.11 per share (cost $6,431,548)           7,795,957
  International Equity Portfolio - 433,807  shares at a net asset value of $12.11 per share (cost $4,878,908)    5,252,163

LORD ABBETT SERIES FUND, INC:
  Growth and Income Portfolio - 950,414  shares at a net asset value of $21.22 per share (cost $16,725,762)     20,163,736

Total Assets                                                                                                   $56,190,820

</TABLE>

See accompanying notes to unaudited financial statements
COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF ASSETS AND LIABILITIES   (Continued)
September 30, 1997   (Unaudited)





<TABLE>

<CAPTION>

<S>                                                                                <C>
LIABILITIES AND CONTRACT OWNERS EQUITY

Contract Owners' Equity:

  Accumulation Phase:

  Trust Quality Income - 38,842 accumulation units at $16.290627 per unit              632,757
  Trust Growth and Income - 71,378 accumulation units at $21.166489 per unit         1,510,813
  Trust Money Market - 60,026 accumulation units at $12.244080 per unit                734,959
  Trust Stock Index - 63,270 accumulation units at $24.342237 per unit               1,540,139
  Trust Bond Debenture  - 252,345 accumulation units at $12.656093  per unit         3,193,707
  Trust Quality Bond - 186,347 accumulation units at $10.877568 per unit             2,027,003
  Trust Small Cap Stock  - 395,558 accumulation units at $13.775253 per unit         5,448,908
  Trust Large Cap Stock  - 539,661 accumulation units at $14.621557 per unit         7,890,678
  Trust Select Equity  - 549,003 accumulation units at $14.200214 per unit           7,795,957
  Trust International Equity  - 434,016 accumulation units at $12.101317 per unit    5,252,163
  Fund Growth and Income - 651,703  accumulation units at $30.940092 per unit       20,163,736
                                                                                   -----------

   Total Contract Owners' Equity                                                    56,190,820



   Total Liabilities and Contract Owners' Equity                                   $56,190,820
</TABLE>

See accompanying notes to unaudited financial statements




COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1997   (Unaudited)


                             COVA               LORD ABBETT

                                                          SERIES TRUST        
                             SERIES FUND, INC.

<TABLE>

<CAPTION>


                                  QUALITY   GROWTH &  MONEY    STOCK     BOND     QUALITY  SMALL CAP   LARGE CAP    SELECT

                                   INCOME    INCOME   MARKET   INDEX   DEBENTURE   BOND       STOCK      STOCK      EQUITY
                                  --------  --------  ------  -------  ---------  -------  ----------  ---------  ----------

<S>                               <C>       <C>       <C>     <C>      <C>        <C>      <C>         <C>        <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains    17,814     23,391  35,417   14,932     43,514   42,357     18,606      43,632     42,910 
       Distributions
      Total Income                 17,814     23,391  35,417   14,932     43,514   42,357     18,606      43,632     42,910 

 EXPENSES:
    Mortality and Expense
       Risk Fee                     3,580     10,392   8,052   11,506     15,296   12,032     26,373      37,484     41,925 
   Other Operating Expenses           430      1,247     966    1,381      1,835    1,444      3,165       4,498      5,031 
      Total Expenses                4,010     11,639   9,018   12,887     17,131   13,476     29,538      41,982     46,956 

Net Investment Income              13,804     11,752  26,399    2,045     26,383   28,881    (10,932)      1,650     (4,046)

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                     (319)     1,605      --   10,809      1,413    1,226        405       8,346      8,091 

NET CHANGE IN UNREALIZED
  GAIN ON INVESTMENTS               3,771    232,208      --  282,181    181,366   40,936    846,226     938,963  1,263,016 

NET REALIZED AND UNREALIZED
  GAIN ON INVESTMENTS               3,452    233,813      --  292,990    182,779   42,162    846,631     947,309  1,271,107 

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                  17,256    245,565  26,399  295,035    209,162   71,043    835,699     948,959  1,267,061 


                                   INTL     GROWTH &     TOTAL
                                                       ----------
                                  EQUITY     INCOME
                                  -------  ----------       

<S>                               <C>      <C>         <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains    32,807          0     315,380 
       Distributions
      Total Income                 32,807          0     315,380 

 EXPENSES:
    Mortality and Expense
       Risk Fee                    27,512    131,533     325,685 
   Other Operating Expenses         3,301     15,784      39,082 
      Total Expenses               30,813    147,317     364,767 

Net Investment Income               1,994   (147,317)    (49,387)

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                    1,703     39,221      72,500 

NET CHANGE IN UNREALIZED
  GAIN ON INVESTMENTS             306,572  3,063,205   7,158,444 

NET REALIZED AND UNREALIZED
  GAIN ON INVESTMENTS             308,275  3,102,426   7,230,944 

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 310,269  2,955,109   7,181,557 
</TABLE>

See accompanying notes to unaudited financial statements

COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS EQUITY
For the Nine Months Ended September 30, 1997   (Unaudited)




 COVA                                           LORD ABBETT          


SERIES TRUST                                        SERIES FUND, INC.

_____________________________________________________________________________
____________________________________     ___________     
<TABLE>

<CAPTION>


                                QUALITY    GROWTH &      MONEY       STOCK        BOND      QUALITY    SMALL CAP   LARGE CAP

                                 INCOME     INCOME      MARKET       INDEX     DEBENTURE      BOND        STOCK       STOCK
                                --------  ----------  -----------  ----------  ----------  ----------  ----------  ----------

<S>                             <C>       <C>         <C>          <C>         <C>         <C>         <C>         <C>
FROM OPERATIONS:
  Net Investment Income          13,804      11,752       26,399       2,045      26,383      28,881     (10,932)      1,650 
  Net Realized Gain/(Loss)
    on Investments                 (319)      1,605           --      10,809       1,413       1,226         405       8,346 
  Net Unrealized Gain
    on Investments                3,771     232,208           --     282,181     181,366      40,936     846,226     938,963 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations             17,256     245,565       26,399     295,035     209,162      71,043     835,699     948,959 

From Account Unit
  Transactions:

 Proceeds from Units of
  the Account Sold                   --     139,177    4,851,768      12,900     710,842     250,715     675,061   1,363,875 
 Payments for Units of the
  Account Redeemed              (45,371)     (7,325)     (73,013)    (18,980)    (25,252)    (17,418)    (35,775)    (42,476)
Account Transfers               361,928     447,120   (4,392,069)    291,222   1,852,296   1,053,527   2,694,738   4,189,497 

Net Increase in Contract
  Owners' Equity From
    Account Unit Transactions   316,557     578,972      386,686     285,142   2,537,886   1,286,824   3,334,024   5,510,896 

Net Increase in Contract
  Owners' Equity                333,813     824,537      413,085     580,177   2,747,048   1,357,867   4,169,723   6,459,855 

Contract Owners' Equity:
  Beginning of Period           298,944     686,276      321,874     959,962     446,659     669,136   1,279,185   1,430,823 
  End of Period                 632,757   1,510,813      734,959   1,540,139   3,193,707   2,027,003   5,448,908   7,890,678 


                                  SELECT       INTL      GROWTH &       TOTAL
                                                                     -----------
                                  EQUITY      EQUITY      INCOME
                                ----------  ----------  -----------       

<S>                             <C>         <C>         <C>          <C>
FROM OPERATIONS:
  Net Investment Income            (4,046)      1,994     (147,317)     (49,387)
  Net Realized Gain/(Loss)
    on Investments                  8,091       1,703       39,221       72,500 
  Net Unrealized Gain
    on Investments              1,263,016     306,572    3,063,205    7,158,444 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations            1,267,061     310,269    2,955,109    7,181,557 

From Account Unit
  Transactions:

 Proceeds from Units of
  the Account Sold              1,225,811     875,940    1,277,499   11,383,588 
 Payments for Units of the
  Account Redeemed                (42,730)    (22,216)    (351,326)    (681,882)
Account Transfers               3,335,262   2,727,911    6,866,248   19,427,680 

Net Increase in Contract
  Owners' Equity From
    Account Unit Transactions   4,518,343   3,581,635    7,792,421   30,129,386 

Net Increase in Contract
  Owners' Equity                5,785,404   3,891,904   10,747,530   37,310,943 

Contract Owners' Equity:
  Beginning of Period           2,010,553   1,360,259    9,416,206   18,879,877 
  End of Period                 7,795,957   5,252,163   20,163,736   56,190,820 
</TABLE>

See accompanying notes to unaudited financial statements


COVA VARIABLE ANNUITY ACCOUNT FIVE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Year Ended December 31, 1996
<TABLE>

                    COVA                                   LORD ABBETT
                       SERIES TRUST                      SERIES FUND, INC.

<CAPTION>

<S>                                    <C>        <C>         <C>           <C>        <C>         <C>        <C>
                                       Quality    Growth &    Money         Stock      Bond        Quality    Small
                                       INCOME     INCOME      MARKET        INDEX      Debenture   Bond       Cap. Stock
                                       ---------  ----------  ------------  ---------                                     
From Operations:
  Net Investment Income                $  7,224   $  28,906   $    21,633   $ 34,743   $   12,071  $ 13,991   $    47,627 
  Net Realized Gain on
    Investments                            (682)        518            --      1,342        1,375        65           334 
  Net Unrealized Gain/(Loss)
    on Investments                       (1,359)     41,537            --     80,860        8,392     2,313        34,020 
                                       ---------  ----------                ---------                                     

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
    FROM OPERATIONS                       5,183      70,961        21,633    116,945       21,838    16,369        81,981 
                                       ---------  ----------  ------------  ---------                                     


From Account Unit Transactions:

 Proceeds from Units of
  the Account Sold                       57,261      32,625     5,011,759    152,928      115,745   100,194       461,912 
 Payments for Units of the
  Account Redeemed                      (22,762)     (7,535)         (170)   (13,935)          --    (1,570)       (3,036)
Account Transfers                       125,849     485,085    (5,037,068)   492,907      309,076   554,143       738,328 
                                       ---------  ----------  ------------  ---------                                     

Net Increase/(Decrease) in
  Contact Owners' Equity
    From  Account Unit
      Transactions                      160,348     510,175       (25,479)   631,900      424,821   652,767     1,197,204 
                                       ---------  ----------  ------------  ---------                                     

Net Increase/(Decrease)  in Contract
  Owners' Equity                        165,531     581,136        (3,846)   748,845      446,659   669,136     1,279,185 
                                       ---------  ----------  ------------  ---------                                     

Contract Owners' Equity:
  Beginning of Period                  $133,413   $ 105,140   $   325,720   $211,117           --        --            -- 
                                       ---------  ----------  ------------                                                
  End of Period                        $298,944   $ 686,276   $   321,874   $959,962   $  446,659  $669,136   $ 1,279,185 

<S>                                    <C>           <C>          <C>          <C>          <C>
                                       Large         Select       Intl         Growth &
                                       Cap. Stock    Equity       Equity       INCOME       TOTAL
                                                                               -----------  ------------
From Operations:
  Net Investment Income                $    29,893   $   21,801   $    2,480   $  534,226   $   754,595 
  Net Realized Gain on
    Investments                              3,085          465          132        2,820         9,454 
  Net Unrealized Gain/(Loss)
    on Investments                          56,856      101,392       66,683      471,675       862,369 
                                                                               -----------  ------------

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
    FROM OPERATIONS                         89,834      123,658       69,295    1,008,721     1,626,418 
                                                                               -----------  ------------


From Account Unit Transactions:

 Proceeds from Units of
  the Account Sold                         542,124      755,570      576,132    1,438,328     9,244,578 
 Payments for Units of the
  Account Redeemed                          (7,336)      (8,859)      (4,725)    (131,847)     (201,775)
Account Transfers                          806,201    1,140,184      719,557    4,425,896     4,760,158 
                                                                               -----------  ------------

Net Increase/(Decrease) in
  Contact Owners' Equity
    From  Account Unit
      Transactions                       1,340,989    1,886,895    1,290,964    5,732,377    13,802,961 
                                                                               -----------  ------------

Net Increase/(Decrease)  in Contract
  Owners' Equity                         1,430,823    2,010,553    1,360,259    6,741,098    15,429,379 
                                                                               -----------  ------------

Contract Owners' Equity:
  Beginning of Period                           --           --           --   $2,675,108   $ 3,450,498 
                                                                               -----------  ------------
  End of Period                        $ 1,430,823   $2,010,553   $1,360,259   $9,416,206   $18,879,877 
</TABLE>

See accompanying notes to unaudited statements.
COVA VARIABLE ANNUITY ACCOUNT FIVE
NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 1997

1.  ORGANIZATION:

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

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

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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

B.  REINVESTMENT OF DIVIDENDS

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

C.  FEDERAL INCOME TAXES

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

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

The accompanying unaudited financial statements include all adjustments,
consisting  of  normal recurring accruals, that management considers necessary
for  fair presentation of the separate accounts financial position and results
of  operations  as of and for the interim periods presented.  Certain footnote
disclosures normally included in the financial statements prepared in
accordance  with  generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange  Commission, all though the Separate account believes the disclosures
in  these  financial statements are adequate to present fairly the information
contained herein.  The results of operations for the nine months ended
September 30, 1997,  are not necessarily indicative of the results to be
expected for the full year.









COVA VARIABLE ANNUITY ACCOUNT FIVE

Financial Statements

December 31, 1996

(With Independent Auditors' Report Thereon)


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

ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

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

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

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

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

LIABILITIES AND CONTRACT OWNERS' EQUITY

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


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

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

See accompanying notes to financial statements.

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




          COVA                                                                
                                                            LORD ABBETT


    SERIES TRUST                                                              
                                                    SERIES FUND, INC.

_____________________________________________________________________________
_____________________________________      ____________
<TABLE>

<CAPTION>


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


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


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

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

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

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

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

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

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


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


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


       Total Income                 8,149     615,866     888,993

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

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

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

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

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

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

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


                                                        COVA                  

 LORD ABBETT

                                                   SERIES TRUST               

SERIES FUND, INC.

_____________________________________________________________________________
_________        __________
<TABLE>

<CAPTION>

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


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

FROM ACCOUNT UNIT TRANSACTIONS:

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

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

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

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

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

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

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


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

FROM ACCOUNT UNIT TRANSACTIONS:

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

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

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

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

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

See accompanying notes to financial statements.

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


  VAN KAMPEN MERRITT                        LORD ABBETT

           SERIES TRUST                            SERIES FUND, INC.

                        ___________________________________________    ___________________
<CAPTION>

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

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

From Account Unit Transactions:

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

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

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

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

See accompanying notes to financial statements.












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

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

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

  Net Investment Income                        .46                             .32

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

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

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


Total Return**                                1.36%                        17.03%*


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


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


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


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

See accompanying notes to financial statements.

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

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

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

  Net Investment Income                        .68                             .99

  Net Realized and Unrealized
    Gain from Security
      Transactions                            1.72                             .57

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

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


Total Return**                               16.42%                        26.71%*


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


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


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



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

See accompanying notes to financial statements.

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

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

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

  Net Investment Income                        .46                             .29

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

Total from Investment Operations               .46                             .29

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


Total Return**                                3.98%                         4.94%*


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


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


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


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

See accompanying notes to financial statements.

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

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

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

  Net Investment Income                        .67                             .50

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

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

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


Total Return**                               20.69%                        26.25%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .33

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

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

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


Total Return**                                           18.73%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .29

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

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

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


Total Return**                                            6.80%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .39

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

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

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


Total Return**                                            5.90%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .22

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

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

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


Total Return**                                           19.05%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .11

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

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

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


Total Return**                                           10.89%*
                                                              %*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                                      .02

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

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

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


Total Return**                                           13.86%*


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


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


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


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


See accompanying notes to financial statements.

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

<TABLE>

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

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

  Net Investment Income                       1.32                            1.50

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

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

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


Total Return**                               17.76%                        20.38%*


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


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


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


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


See accompanying notes to financial statements.

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

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

1.  ORGANIZATION:

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

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

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

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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

B.  REINVESTMENT OF DIVIDENDS

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








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

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

C.  FEDERAL INCOME TAXES

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

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

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

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

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

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

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

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

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





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

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


4.  GAIN/(LOSS) ON INVESTMENTS:

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

<TABLE>

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

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

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

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

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

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

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


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

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

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

<TABLE>

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS

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

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

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

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

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

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



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

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

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

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENTS

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

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

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

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


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

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



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

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

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

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENTS

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

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

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

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

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

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



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

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

5.  ACCOUNT UNIT TRANSACTIONS:

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

                                                      COVA                    
                                                 LORD ABBETT

                                                 SERIES TRUST                 
                                         SERIES FUND, INC.

______________________________________________________________________________
    _______
<TABLE>
__
<CAPTION>

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

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

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

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


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

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

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

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

</TABLE>



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

Financial Statements

December 31, 1996, 1995 and 1994

(With Independent Auditors Report Thereon)














<PAGE>
                         INDEPENDENT AUDITORS REPORT


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


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

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

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






St. Louis, Missouri
March 7, 1997

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

Balance Sheets

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

<CAPTION>

             ASSETS                                                  1996     
  1995

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

Total investments                                         72,355    40,139

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

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


                               See accompanying notes to financial statements.
                                                                   (Continued)


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

                                                     Balance Sheets, Continued

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

<CAPTION>

LIABILITIES AND SHAREHOLDERS EQUITY                         1996        1995

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

Total Liabilities                                          182,069   166,497

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

Total Shareholders Equity                                   16,904    16,683

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



                               See accompanying notes to financial statements.

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

                                                          Statements of Income

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

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

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

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

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

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

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

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

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

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


                               See accompanying notes to financial statements.

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

                                             Statements of Shareholders Equity

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

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

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

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

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

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

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

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


                               See accompanying notes to financial statements.
                                                                   (Continued)


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

                                  Statements of Shareholders Equity, Continued

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

<TABLE>

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

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

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

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



                               See accompanying notes to financial statements.

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

                                                      Statements of Cash Flows

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

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

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

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

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

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

See accompanying notes to financial statements.
(Continued)

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

Statements of Cash Flows, Continued

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

<CAPTION>

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


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

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

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

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

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


                               See accompanying notes to financial statements.

                                                                   (Continued)

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

                                           Statements of Cash Flows, Continued

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

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

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

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


                               See accompanying notes to financial statements.

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

                                                 Notes to Financial Statements

                                              December 31, 1996, 1995 and 1994

                                      (1)  NATURE OF BUSINESS AND ORGANIZATION

                                                        NATURE OF THE BUSINESS

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

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

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

     ORGANIZATION

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

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

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

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

(Continued)

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

Notes to Financial Statements

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



(2)  CHANGE IN ACCOUNTING

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

<CAPTION>
                   (In Millions)

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


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

(Continued)


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

Notes to Financial Statements

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

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     INVESTMENTS

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

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

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

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

     CASH AND CASH EQUIVALENTS

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

     SEPARATE ACCOUNT ASSETS

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

(Continued)



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

Notes to Financial Statements

     DEFERRED POLICY ACQUISITION COSTS

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

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

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

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


     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

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

     PRESENT VALUE OF FUTURE PROFITS

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

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

(continued)


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

Notes to Financial Statements

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

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

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

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

<TABLE>

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

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


     FUTURE PAYABLE

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

(Continued)



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

Notes to Financial Statements

The components of this future payable are shown below:

<TABLE>

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

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


     GOODWILL

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

The components of Goodwill are shown below:
<TABLE>

<CAPTION>

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

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

     DEFERRED TAX ASSETS AND LIABILITIES

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

     POLICYHOLDER DEPOSITS

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

(Continued)

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

Notes to Financial Statements

     FUTURE POLICY BENEFITS

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

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

     PREMIUM REVENUE

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

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

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

     FEDERAL INCOME TAXES

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

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

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

     RISKS AND UNCERTAINTIES

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

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

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

(Continued)


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

Notes to Financial Statements

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

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

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

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

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

(Continued)



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

Notes to Financial Statements

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

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

     INVESTMENT CONTRACTS:

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

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

     REINSURANCE

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

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

     OTHER

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

(4)  INVESTMENTS

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

(Continued)



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

Notes to Financial Statements

<TABLE>

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

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

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

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

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

<TABLE>

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

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

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

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

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



(Continued)

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

Notes to Financial Statements

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

<CAPTION>
                                                    1996
                                                        ESTIMATED
                                           AMORTIZED      MARKET
                                              COST         VALUE

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

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

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


(Continued)

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

Notes to Financial Statements

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

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

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

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

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

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

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

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

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


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

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

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

(Continued)

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

Notes to Financial Statements

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

(5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS EQUITY

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

<CAPTION>

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

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

<CAPTION>

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

(6)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

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

(7)  INCOME TAXES

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

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


<PAGE>

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

Notes to Financial Statements

<TABLE>

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

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




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

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

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

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


(Continued)

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

Notes to Financial Statements

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

<CAPTION>
                                                  1996         1995
                                              (in thousands of dollars)

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

Total assets                              $2,506  $1,953

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

Total liabilities                          1,391     946

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


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

(8)  RELATED-PARTY TRANSACTIONS

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

(9)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

(Continued)

<PAGE>

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

Notes to Financial Statements

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

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

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

<CAPTION>
                                                   1996       1995
                                            (in thousands of dollars)

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

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

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

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

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




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

Notes to Financial Statements

(10)  GUARANTY FUND ASSESSMENTS

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

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

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






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