COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1998-03-09
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Cova Financial Life Insurance Company
December 2, 1997

PROFILE of the Fixed and Variable Annuity Contract

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

1. THE ANNUITY  CONTRACT The fixed and variable annuity contract offered by Cova
is a contract  between  you, the owner,  and Cova,  an  insurance  company.  The
Contract  provides  a means for  investing  on a  tax-deferred  basis in a fixed
account of Cova and 5  investment  portfolios.  The  Contract  is  intended  for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed income options.

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

     This  Contract  also  offers 5  investment  portfolios  which are listed in
Section 4. These  portfolios  are designed to offer a potentially  better return
than the fixed account. However, this is NOT guaranteed.  You can also lose your
money.

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

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

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

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

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

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

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

Managed by Frank Russell
Investment Management Company
   Multi-Style Equity
   Aggressive Equity
   Non-U.S.
   Core Bond

Managed by Conning Asset
Management Company
   Money Market

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

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

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

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

     There are also investment charges which currently range from .205% to 1.30%
of the  average  daily  value of the  investment  portfolio  depending  upon the
investment portfolio.

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

     The premium tax is assumed to be 0% in both examples.

<TABLE>
<CAPTION>
                                                                                      Examples:
                                                                                      Total Annual
                                 Total Annual      Total Annual     Total             Expenses At End of :
                                 Insurance         Portfolio        Annual            (1)          (2)
  Portfolio                      Charges           Expenses         Expenses          1 Year       10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Frank Russell Investment
  Management Company
<S>                              <C>               <C>              <C>               <C>          <C>    
     Multi-Style Equity          1.50%             0.92%            2.42%             $74.50       $273.25
     Aggressive Equity           1.50%             1.25%            2.75%             $77.80       $305.57
     Non-U.S.                    1.50%             1.30%            2.80%             $78.30       $310.37
     Core Bond                   1.50%             0.80%            2.30%             $73.30       $261.20
- ------------------------------------------------------------------------------------------------------------------------------------
  Managed by Conning Asset
  Management Company

     Money Market                1.50%             0.205%           1.71%             $67.31       $199.08
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  The  expenses  reflect  any  expense  reimbursement  or fee  waiver.  For more
detailed information, see the Fee Table in the prospectus for the Contract.

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

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

8. PERFORMANCE The value of the Contract will vary up or down depending upon the
investment  performance of the Portfolio(s) you choose. The total return figures
are  based  on  historical   data  and  are  not  intended  to  indicate  future
performance.  Performance is not shown here because the Separate Account was not
invested in any of the  portfolios  for a complete  calendar year as of December
31, 1996.

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

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

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

Who should purchase the Contract?

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

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

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

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

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

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

 These features may not be suitable for your particular situation.

11. INQUIRIES

If you need more information, please contact us at:

Cova Life Sales Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181
800-523-1661





                                                                       The Fixed
                                                            And Variable Annuity

                                                                       issued by

                                                           COVA VARIABLE ANNUITY
                                                                    ACCOUNT FIVE

                                                                             and

                                                                  COVA FINANCIAL
                                                          LIFE INSURANCE COMPANY

This prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova Financial Life Insurance Company (Cova).

The annuity contract has 6 investment  choices --a fixed account which offers an
interest rate which is guaranteed by Cova,  and 5 investment  portfolios  listed
below.  The 5  investment  portfolios  are part of  Russell  Insurance  Funds or
General American  Capital  Company.  You can put your money in the fixed account
and/or any of these investment portfolios.

Russell Insurance Funds:

     Managed by Frank Russell Investment
     Management Company
         Multi-Style Equity
         Aggressive Equity
         Non-U.S.
         Core Bond

General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market

Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the Cova Fixed and Variable
Annuity Contract.

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information (SAI) dated December 2, 1997.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally a part of the prospectus. The Table of Contents of the SAI is on Page 10
of this  prospectus.  For a free copy of the SAI,  call us at (800)  831-5433 or
write us at : One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

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

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

December 2, 1997.



TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     2

  FEE TABLE                                                  3

  EXAMPLES                                                   4

  1. THE ANNUITY CONTRACT                                    5

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                     5

  3. PURCHASE                                                5
     Purchase Payments                                       5
     Allocation of Purchase Payments                         5
     Accumulation Units                                      6

  4. INVESTMENT OPTIONS                                      6
     Russell Insurance Funds                                 6
     General American Capital Company                        6
     Transfers                                               6
     Dollar Cost Averaging Program                           6
     Automatic Rebalancing Program                           6
     Approved Asset Allocation Programs                      7
     Voting Rights                                           7
     Substitution                                            7

  5. EXPENSES                                                7
     Insurance Charges                                       7
     Contract Maintenance Charge                             7
     Withdrawal Charge                                       7
     Reduction or Elimination of the
        Withdrawal Charge                                    8
     Premium Taxes                                           8
     Transfer Fee                                            8
     Income Taxes                                            8
     Investment Portfolio Expenses                           8

  6. TAXES                                                   8
     Annuity Contracts in General                            8
     Qualified and Non-Qualified Contracts                   8
     Withdrawals - Non-Qualified Contracts                   8
     Withdrawals - Qualified Contracts                       8
     Withdrawals - Tax-Sheltered Annuities                   8
     Diversification                                         9

  7. ACCESS TO YOUR MONEY                                    9
     Systematic Withdrawal Program                           9

  8. PERFORMANCE                                             9

  9. DEATH BENEFIT                                           9
     Upon Your Death                                         9
     Death of Annuitant                                     10

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

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      10

APPENDIX
Performance Information                                    A-1

INDEX OF SPECIAL TERMS

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

                                                          Page

Accumulation Phase                                           5
Accumulation Unit                                            6
Annuitant                                                    5
Annuity Date                                                 5
Annuity Options                                              5
Annuity Payments                                             5
Annuity Unit                                                 6
Beneficiary                                                 10
Fixed Account                                                5
Income Phase                                                 5
Investment Portfolios                                        6
Joint Owner                                                 10
Non-Qualified                                                8
Owner                                                       10
Purchase Payment                                             5
Qualified                                                    8
Tax Deferral                                                 8




COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE

Owner Transaction Expenses
Withdrawal Charge (see Note 2 below)
     5% of purchase payment withdrawn

Transfer Fee (see Note 3 below)
     No charge for first 12 transfers in a contract year; thereafter, the fee is
     $25 per transfer or, if less, 2% of the amount transferred.

Contract Maintenance Charge (see Note 4 below)
     $30 per contract per year

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

<TABLE>
<CAPTION>
Investment Portfolio Expenses

(as a percentage of the average daily net assets of an investment portfolio)

                                              Management Fees                Other Expenses                 Total Annual
                                            (after fee waiver)        (after expense reimbursement)      Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
Russell Insurance Funds*
Managed by Frank Russell
Investment Management Company
<S>                                                 <C>                          <C>                             <C> 
       Multi-Style Equity                           .22%                         .70%                            .92%
       Aggressive Equity                            .26%                         .99%                           1.25%
       Non-U.S.                                      0%                         1.30%                           1.30%
       Core Bond                                     0%                          .80%                            .80%
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company

       Money Market                                 .205%                          0%                            .205%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*The  manager  of  Russell  Insurance  Funds has  voluntarily  agreed to waive a
portion of the  management  fee, up to the full amount of the fee,  equal to the
amount by which the Fund's total operating expenses exceed the amounts set forth
above under "Total Annual  Portfolio  Expenses."  Additionally,  the manager has
voluntarily  agreed to reimburse the Fund for all remaining  expenses  after fee
waivers  which  exceed  the amount  set forth  above for each Fund under  "Total
Annual Portfolio Expenses". Absent such waiver and reimbursement, the management
fees and total  operating  expenses would be .78% and 1.68% for the  Multi-Style
Equity Fund;  .95% and 2.31% for the Aggressive  Equity Fund; .95% and 5.31% for
the Non-U.S. Fund; and .60% and 2.36% for the Core Bond Fund.

<TABLE>
<CAPTION>
Examples

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

                                                                        Time Periods
                                                              1 year                      3 years
- ------------------------------------------------------------------------------------------------------------------------------------

Russell Insurance Funds
Managed by Frank Russell
Investment Management Company
<S>                                                           <C>                         <C>    
       Multi-Style Equity                                     (a) $74.50                  (a) $120.27
                                                              (b) $24.50                  (b) $ 75.27
       Aggressive Equity                                      (a) $77.80                  (a) $130.14
                                                              (b) $27.80                  (b) $ 85.14
       Non-U.S.                                               (a) $78.30                  (a) $131.62
                                                              (b) $28.30                  (b) $ 86.62
       Core Bond                                              (a) $73.30                  (a) $116.65
                                                              (b) $23.30                  (b) $ 71.65
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company

       Money Market                                           (a) $67.31                  (a) $ 98.54
                                                              (b) $17.31                  (b) $ 53.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples

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

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

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

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

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

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

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


1.   THE ANNUITY CONTRACT

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

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

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

The  contract  is called a  variable  annuity  because  you can  choose  among 5
investment  portfolios,  and, depending upon market conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract  also  depends  upon  the  investment  performance  of  the  investment
portfolios you select for the income phase.

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

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

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

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

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

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

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

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

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

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

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

3.   PURCHASE

Purchase Payments

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

Allocation of Purchase Payments

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

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

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

Accumulation Units

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

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

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

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

3.   dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

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

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

Example:

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

4.   INVESTMENT OPTIONS

The  Contract  offers  5  investment   portfolios  which  are  described  below.
Additional investment portfolios may be available in the future.

YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY  BEFORE  INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.

Russell Insurance Funds

Russell  Insurance  Funds is  managed  by Frank  Russell  Investment  Management
Company.  Russell  Insurance Funds is a mutual fund with four  portfolios,  each
with its own investment objective.  The following portfolios are available under
the contract:

  Multi-Style Equity Fund
  Aggressive Equity Fund
  Non-U.S. Fund
  Core Bond Fund

General American Capital Company

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

  Money Market Fund

Transfers

You can transfer money among the fixed account and the 5 investment portfolios.

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

The minimum amount which can be transferred each month is $500. You must have at
least  $6,000 in the Money  Market  Fund or the fixed  account,  (or the  amount
required to  complete  your  program,  if less) in order to  participate  in the
Dollar Cost Averaging  Program.  There is no additional charge for participating
in the Dollar Cost Averaging Program.

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

Automatic Rebalancing Program

Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us  to  automatically  rebalance  your  contract  to  return  to  your  original
percentage  allocations by selecting our Automatic  Rebalancing Program. You can
tell us whether to  rebalance  quarterly,  semi-annually  or  annually.  We will
measure these periods from the  anniversary of the date we issued your contract.
The transfer  date will be the 1st day after the end of the period you selected.
There is no additional  charge for  participating  in the Automatic  Rebalancing
Program. If you participate in the Automatic  Rebalancing Program, the transfers
made under the program are not taken into  account in  determining  any transfer
fee.

Example:

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

Approved Asset Allocation Programs

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

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

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

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

Voting Rights

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

Substitution

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

5.   EXPENSES

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

Insurance Charges

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

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

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

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

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

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

Reduction or Elimination of the Withdrawal Charge

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

Premium Taxes

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

Transfer Fee

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

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

Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

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

Withdrawals - Qualified Contracts

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

Withdrawals - Tax-Sheltered Annuities

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

Diversification

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

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

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

7.   ACCESS TO YOUR MONEY

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

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

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

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

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

Systematic Withdrawal Program

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

INCOME TAXES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

8.   PERFORMANCE

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

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

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

The Appendix  contains  performance  information that you may find  informative.
Future  performance  will  vary  and  the  results  shown  are  not  necessarily
representative of future results.

9.   DEATH BENEFIT

Upon Your Death

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

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

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

1.   Total purchase payments,  less withdrawals (and any withdrawal charges paid
     on the withdrawals);

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

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

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

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals);

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

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

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

Death of Annuitant

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

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

10.  OTHER INFORMATION

Cova

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

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

The Separate Account

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

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers will be paid commissions up to 5.75% of purchase payments. During
the  initial  period  in  which  the  Contracts  are  offered,  Cova  may pay an
additional  .5%  commission.  Sometimes,  Cova enters into an agreement with the
broker-dealer to pay the broker-dealer  persistency  bonuses, in addition to the
standard  commissions.  To the extent that the withdrawal charge is insufficient
to cover the  actual  cost of  distribution,  Cova may use any of its  corporate
assets,  including any profit from the  mortality  and expense risk premium,  to
make up any difference.

Ownership

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

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

Beneficiary

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

Assignment

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

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

Suspension of Payments or Transfers

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

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

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

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

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

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

Financial Statements

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

Table of Contents of the Statement of Additional Information

     Company
     Experts
     Legal Opinions
     Distribution
     Performance Information
     Tax Status
     Annuity Provisions
     Financial Statements

APPENDIX
PERFORMANCE INFORMATION

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

PART 1
Performance Information for Existing Portfolios in the Separate Account

The contracts are new and therefore have no performance  history.  However,  the
Separate  Account  has  invested in the Money  Market  Fund of General  American
Capital  Company for some time and has an  investment  performance  history.  In
order to show how the historical performance of the Separate Account affects the
contract's  accumulation unit values,  the following  performance was developed.
The information is based upon the historical  experience of the Separate Account
and the Money  Market Fund and is for the periods  shown.  The chart below shows
the investment performance of the Separate Account and the Money Market Fund and
the accumulation unit performance calculated by assuming that the contracts were
invested in the Separate Account for the same periods.

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

<TABLE>
<CAPTION>
Total Return for the periods ended September 30, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Accumulation Unit Performance
                                                                                       Column B                    Column C
                                                                                  (reflects insurance        (reflects all charges
                                                  Portfolio Performance              charges and                 and portfolio
                                                        Column A                  portfolio expenses)              expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                           Separate Account
                           Inception Date                    Since                          Since                       Since
Portfolio                  in Portfolio           1 yr       Inception           1 yr       Inception         1 yr      Inception
- ------------------------------------------------------------------------------------------------------------------------------------
General American
Capital Company
<S>                           <C> <C>             <C>         <C>                 <C>        <C>               <C>      <C>  
   Money Market               6/3/96              5.56%       5.54%               4.16%      4.14%             (0.98)%  0.57%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PART 2

Performance Information for Portfolios Which
the Separate Account Has Not Previously Invested In

The contracts are new and therefore have no performance  history.  However,  the
portfolios of Russell Insurance Funds have been existence for some time and have
an  investment  performance  history.  In  order  to  show  how  the  historical
performance of the portfolios  affects the contract's  accumulation unit values,
the following  performance  was  developed.  The  information  is based upon the
historical  experience of the portfolios and is for the periods shown. The chart
below shows the investment  performance  of the portfolios and the  accumulation
unit performance  calculated by assuming that the contracts were invested in the
portfolios for the same periods.

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

<TABLE>
<CAPTION>
Total Return for the period ended September 30, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Accumulation Unit Performance
                                                                                    Column B                    Column C
                                                                               (reflects insurance        (reflects all charges
                                               Portfolio Performance              charges and                 and portfolio
                                                     Column A                  portfolio expenses)              expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                                Portfolio                   10 yrs or                     10 yrs or                      10 yrs or
                                Inception                   since                         since                          since
Portfolio                       Date        1 yr   5 yrs    inception      1 yr   5 yrs   inception     1 yr    5 yrs    inception
- ------------------------------------------------------------------------------------------------------------------------------------
Russell Insurance Funds
<S>                             <C> <C>                      <C>                           <C>                            <C>   
   Multi-Style Equity           1/2/97       - -    - -      37.36%         - -    - -     35.96%        - -     - -      31.36%
   Aggressive Equity            1/2/97       - -    - -      47.64%         - -    - -     46.24%        - -     - -      41.64%
   Non-U.S.                     1/2/97       - -    - -      11.58%         - -    - -     10.18%        - -     - -       5.58%
   Core Bond                    1/2/97       - -    - -       8.94%         - -    - -      7.54%        - -     - -       2.94%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




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

Please send me, at no charge,  the  Statement of  Additional  Information  dated
December 2, 1997, for The Annuity Contract issued by Cova.

                    (Please print or type and fill in all information)

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

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

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

CC-3044 (12/97)                                                          COVA VA






                                      COVA
                       Cova Financial Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                         Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




                             Annuity Service Office
                                 P.O. Box 10366
                            Des Moines, IA 50306-9775
                                  515-243-5834
                                  800-343-8496








CC-3003(12/97)           Policy Form Series XLCC-648 AND      21-RUSS-CA (12/97)
                                    XLCC-833


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