COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 1999-09-10
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The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT FIVE

and

COVA FINANCIAL
LIFE INSURANCE COMPANY




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

The annuity contract has 43 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 42 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted). CURRENTLY, IF YOU ARE NOT PARTICIPATING
IN AN ASSET ALLOCATION PROGRAM, YOU CAN ONLY INVEST IN 15 INVESTMENT  PORTFOLIOS
AT ANY ONE TIME.


AIM Variable Insurance Funds, Inc.:

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


Alliance Variable Products Series Fund, Inc.:

     Managed by Alliance Capital
     Management L.P.
         Premier Growth Portfolio
         Real Estate Investment Portfolio


Cova Series Trust:

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

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


General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust:

     Managed by Goldman Sachs
     Asset Management
         Goldman Sachs Growth and Income Fund

     Managed by Goldman Sachs
     Asset Management International
         Goldman Sachs International Equity Fund
         Goldman Sachs Global Income Fund


Kemper Variable Series:

     Managed by Scudder Kemper
     Investments, Inc.
         Kemper Small Cap Value Portfolio
         Kemper Government Securities Portfolio
         Kemper Small Cap Growth Portfolio


Liberty Variable Investment Trust:

     Managed by Newport Fund
     Management Inc.
         Newport Tiger Fund, Variable Series


MFS Variable Insurance Trust:

     Managed by Massachusetts
     Financial Services Company
         MFS Emerging Growth Series
         MFS Research Series
         MFS Growth With Income Series
         MFS High Income Series
         MFS Global Governments Series
            (formerly MFS World Governments)
         MFS/Foreign & Colonial Emerging
            Markets Equity Series (not available)


Oppenheimer Variable Account Funds:

     Managed by OppenheimerFunds, Inc.
         Oppenheimer High Income Fund/VA
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
            (formerly Oppenheimer Growth)
         Oppenheimer Main Street Growth & Income Fund/VA
            (formerly Oppenheimer Growth & Income)
         Oppenheimer Strategic Bond Fund/VA


Putnam Variable Trust:

     Managed by Putnam Investment
     Management, Inc.
         Putnam VT Growth and Income Fund - Class IA Shares
         Putnam VT International Growth Fund - Class IA Shares
         Putnam VT International New
           Opportunities Fund - Class IA Shares
         Putnam VT New Value Fund - Class IA Shares
         Putnam VT Vista Fund - Class IA Shares



Templeton Variable Products Series Fund:

     Managed by Templeton Asset
     Management Ltd.
         Templeton Developing Markets Fund, Class 1 Shares

     Managed by Templeton Investment
     Counsel, Inc.
         Templeton International Fund, Class 1 Shares

     Managed by Franklin Mutual Advisers, Inc.
         Mutual Shares Investments Fund, Class 1 Shares

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated May 1, 1999. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page 24 of this  prospectus.  For a free
copy of the SAI,  call us at (800)  523-1661  or write us at : One  Tower  Lane,
Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

*    are not bank deposits
*    are not federally insured
*    are not endorsed by any bank or government agency
*    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

May 1, 1999


TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3

  SUMMARY                                                    4

  Fee Table                                                  6

  Examples                                                  11

  1. THE ANNUITY CONTRACT                                   14

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    14
     Annuity Date                                           14
     Annuity Payments                                       14
     Annuity Options                                        14

  3. PURCHASE                                               15
     Purchase Payments                                      15
     Allocation of Purchase Payments                        15
     Free Look                                              15
     Accumulation Units                                     15

  4. INVESTMENT OPTIONS                                     16
     AIM Variable Insurance Funds, Inc.                     16
     Alliance Variable Products Series Fund, Inc.           16
     Cova Series Trust                                      16
     General American Capital Company                       16
     Goldman Sachs Variable Insurance Trust                 16
     Kemper Variable Series                                 16
     Liberty Variable Investment Trust                      16
     MFS Variable Insurance Trust                           17
     Oppenheimer Variable Account Funds                     17
     Putnam Variable Trust                                  17
     Templeton Variable Products Series Fund                17
     Transfers                                              17
     Dollar Cost Averaging Program                          18
     Automatic Rebalancing Program                          18
     Approved Asset Allocation Programs                     18
     Voting Rights                                          18
     Substitution                                           18

  5. EXPENSES                                               18
     Insurance Charges                                      19
     Contract Maintenance Charge                            19
     Withdrawal Charge                                      19
     Reduction or Elimination of the Withdrawal Charge      19
     Premium Taxes                                          20
     Transfer Fee                                           20
     Income Taxes                                           20
     Investment Portfolio Expenses                          20

  6. TAXES                                                  20
     Annuity Contracts in General                           20
     Qualified and Non-Qualified Contracts                  20
     Withdrawals - Non-Qualified Contracts                  20
     Withdrawals - Qualified Contracts                      21
     Withdrawals - Tax-Sheltered Annuities                  21
     Diversification                                        21


  7. ACCESS TO YOUR MONEY                                   21
     Systematic Withdrawal Program                          21
     Suspension of Payments or Transfers                    22

  8. PERFORMANCE                                            22

  9. DEATH BENEFIT                                          22
     Upon Your Death                                        22
     Death of Annuitant                                     23

10. OTHER INFORMATION                                       23
     Cova                                                   23
     Year 2000                                              24
     The Separate Account                                   24
     Distributor                                            24
     Ownership                                              24
     Beneficiary                                            24
     Assignment                                             24
     Financial Statements                                   24

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      24

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B
Performance Information                                    B-1

INDEX OF SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the contract,  however,  certain technical words
or  terms  are  unavoidable  and need an  explanation.  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                                          14
Accumulation Unit                                           15
Annuitant                                                   14
Annuity Date                                                14
Annuity Options                                             14
Annuity Payments                                            14
Annuity Unit                                                15
Beneficiary                                                 24
Fixed Account                                               14
Income Phase                                                14
Investment Portfolios                                       16
Joint Owner                                                 24
Non-Qualified                                               20
Owner                                                       24
Purchase Payment                                            15
Qualified                                                   20
Tax Deferral                                                20


SUMMARY

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


1. THE ANNUITY CONTRACT:

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

This contract offers 42 investment portfolios.  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.

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.

You  can put  money  in up to 15 of the  investment  portfolios  and  the  fixed
account.  (If you are participating in an asset allocation  program,  this limit
may not apply).  You can transfer between accounts up to 12 times a year without
charge or tax implications.

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, in part, 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 an
annuity option.  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. HOW TO PURCHASE THE CONTRACT:

You can buy this contract with $5,000 or more under most circumstances.  You can
add  $500 or more  any  time  you  like  during  the  accumulation  phase.  Your
registered representative can help you fill out the proper forms.



4. INVESTMENT OPTIONS:

You can put your money in the investment  portfolios  which are described herein
and in the prospectuses for the funds.  Currently,  if you are not participating
in an asset allocation  program,  you can invest in 15 investment  portfolios at
any  one  time.  The  investment  objectives  and  policies  of  certain  of the
investment  portfolios are similar to the investment  objectives and policies of
other mutual funds that certain of the investment advisers manage.  Although the
objectives and policies may be similar, the investment results of the investment
portfolios  may be higher or lower than the results of such other mutual  funds.
The investment advisers cannot guarantee,  and make no representation,  that the
investment  results of similar  funds will be  comparable  even though the funds
have the same investment advisers.

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.



5. EXPENSES:

The contract has insurance features and investment features, and there are costs
related to each.

*    Each  year  Cova  deducts  a $30  contract  maintenance  charge  from  your
     contract.  During the accumulation phase, Cova currently waives this charge
     if the value of your contract is at least $50,000.

*    Cova also  deducts  for its  insurance  charges  which  total  1.40% of the
     average  daily  value  of  your  contract   allocated  to  the   investment
     portfolios.

*    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the  purchase  payment  you  withdraw.  After Cova has had a
     purchase  payment for 5 years,  there is no charge by Cova for a withdrawal
     of that purchase payment.

*    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.

*    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.

*    There are also investment charges which currently range from .205% to 1.66%
     of the average daily value of the investment  portfolio  depending upon the
     investment portfolio.



6. TAXES:

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



7. ACCESS TO YOUR MONEY:

You can take money out at any time  during  the  accumulation  phase.  After the
first year,  you can take up to 10% of your total  purchase  payments  each year
without charge from Cova. Withdrawals of purchase payments in excess of that may
be charged a withdrawal charge, depending on how long your money has been in the
contract.  However,  Cova will never assess a withdrawal  charge on earnings you
withdraw. Earnings are defined as the value in your contract minus the remaining
purchase payments in your contract.  Of course,  you may also have to pay income
tax and a tax penalty on any money you take out.



8. DEATH BENEFIT:

If you die before moving to the income phase, the person you have chosen as your
beneficiary will receive a death benefit.



9. OTHER INFORMATION:

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

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

Who should  purchase the contract?  The 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 income 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.



10. INQUIRIES:

If you need more information, please contact us at:

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

COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE

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.

Owner Transaction Expenses
Withdrawal Charge (see Note 1 below)
     5% of purchase payment withdrawn

Transfer Fee (see Note 2 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 3 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%
                                                          ---
     ANNUAL EXPENSES                                     1.40%





<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ---------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C>
       AIM V.I. Capital Appreciation Fund                             .62%                    .05%                    .67%
       AIM V.I. International Equity Fund                             .75%                    .16%                    .91%
       AIM V.I. Value Fund                                            .61%                    .05%                    .66%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Other Expenses             Total Annual Portfolio
                                                                        (after expense reimbursement      Expenses (after expense
                                                       Management             for Real Estate          reimbursement for Real Estate
                                                          Fees              Investment Portfolio)          Investment Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
<S>                                                      <C>                        <C>                             <C>
       Premier Growth Portfolio*                         1.00%                      .06%                            1.06%
       Real Estate Investment Portfolio**                 .08%                      .87%                             .95%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*    The adviser to the Fund discontinued the expense reimbursement with respect
     to the Premier Growth Portfolio effective May 1, 1998.

**   The expenses shown with respect to the Real Estate Investment Portfolio are
     net of voluntary reimbursements. Expenses have been capped at .95% annually
     and the adviser to the Fund intends to continue such reimbursements for the
     foreseeable  future.  The estimated expenses for the Real Estate Investment
     Portfolio,  before  reimbursement,  are: .90% management fees and 1.41% for
     other expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)

                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management           reimbursement for       reimbursement for
                                                                      Fees           certain Portfolios)(1)  certain Portfolios)(1)
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
<S>                                                                   <C>                     <C>                     <C>
       Select Equity Portfolio                                        .68%                    .18%                    .86%
       Small Cap Stock Portfolio                                      .85%                    .27%                   1.12%
       International Equity Portfolio                                 .80%                    .28%                   1.08%
       Quality Bond Portfolio                                         .55%                    .10%                    .65%
       Large Cap Stock Portfolio                                      .65%                    .10%                    .75%

Managed by Lord, Abbett &Co.
       Bond Debenture Portfolio (a "high yield" portfolio
         under California insurance regulations)                      .75%                    .10%                    .85%
       Mid-Cap Value Portfolio                                       1.00%                    .30%                   1.30%
       Large Cap Research Portfolio                                  1.00%                    .30%                   1.30%
       Developing Growth Portfolio                                    .90%                    .30%                   1.20%
       Lord Abbett Growth and Income Portfolio(2)                     .65%                    .07%                    .72%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Since May 1, 1996, Cova has been  reimbursing the investment  portfolios of
     Cova Series Trust for all operating  expenses  (exclusive of the management
     fees) in excess of  approximately  .10%.  Beginning May 1, 1999,  Cova will
     discontinue this reimbursement arrangement for the Select Equity, Small Cap
     Stock and International  Equity  Portfolios.  Therefore,  the amounts shown
     above  under  "Other  Expenses"  have been  restated  to reflect the actual
     expenses for these  Portfolios for the year ended  December 31, 1998.  Also
     beginning May 1, 1999,  Cova will  reimburse the Mid-Cap  Value,  Large Cap
     Research  and  Developing  Growth  Portfolios  for all  operating  expenses
     (exclusive of the management fees) in excess of approximately .30%, instead
     of .10%.  This change is reflected  above under "Other  Expenses" for these
     three Portfolios.  Absent the expense reimbursement,  the percentages shown
     for total annual  portfolio  expenses for the year ended  December 31, 1998
     would have been .86% for the Quality Bond Portfolio, .94% for the Large Cap
     Stock  Portfolio,  .93% for the Bond  Debenture  Portfolio,  1.68%  for the
     Mid-Cap  Value  Portfolio,  1.95% for the Large Cap Research  Portfolio and
     1.70% for the Developing Growth Portfolio.

(2)  Estimated.  The  Portfolio  commenced  investment  operations on January 8,
     1999.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
<S>                                                                   <C>                     <C>                     <C>
       Money Market Fund                                              .125%                   .08%                    .205%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)

                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)*         reimbursement)*
- ------------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
<S>                                                                   <C>                     <C>                     <C>
       Goldman Sachs Growth and Income Fund                           .75%                    .15%                    .90%

Managed by Goldman Sachs Asset Management International
       Goldman Sachs International Equity Fund                       1.00%                    .25%                   1.25%
       Goldman Sachs Global Income Fund                               .90%                    .15%                   1.05%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*    The   investment   advisers  to  the  Goldman   Sachs  Growth  and  Income,
     International  Equity and Global  Income Funds have  voluntarily  agreed to
     reduce  or  limit  certain  "Other   Expenses"  of  such  Funds  (excluding
     management  fees,  taxes,  interest  and  brokerage  fees  and  litigation,
     indemnification  and  other  extraordinary  expenses)  to the  extent  such
     expenses  exceed  0.15%,  0.25% and 0.15% per annum of such Funds'  average
     daily  net  assets,   respectively.   The  expenses   shown   include  this
     reimbursement.  If not  included,  the "Other  Expenses"  and "Total Annual
     Portfolio Expenses" for the Goldman Sachs Growth and Income,  International
     Equity and Global  Income  Funds would be 1.94% and 2.69%,  1.97% and 2.97%
     and 2.40% and 3.30%,  respectively.  The reductions or  limitations  may be
     discontinued or modified by the investment  advisers in their discretion at
     any time.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Other Expenses      Total Annual Portfolio
                                                                                         (after expense      Expenses (after expense
                                                                                        reimbursement for       reimbursement for
                                                                   Management            Small Cap Value         Small Cap Value
                                                                      Fees                 Portfolio)              Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
<S>                                                                   <C>                     <C>                     <C>
       Kemper Small Cap Value Portfolio                               .75%                    .05%*                   .80%
       Kemper Government Securities Portfolio                         .55%                    .11%                    .66%
       Kemper Small Cap Growth Portfolio                              .65%                    .05%                    .70%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*    Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
     manager  and the  accounting  agent have  agreed,  for the one year  period
     commencing on the date of this  prospectus,  to limit their respective fees
     and to reimburse other operating expenses,  in a manner communicated to the
     Board  of the  Fund,  to the  extent  necessary  to limit  total  operating
     expenses of the Kemper Small Cap Value  Portfolio to .84%.  The amounts set
     forth in the table above reflect actual  expenses for the past fiscal year,
     which were lower than these expense limits.
</FN>
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)

                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
<S>                                                                   <C>                     <C>                    <C>
       Newport Tiger Fund, Variable Series                            .90%                    .40%                   1.30%


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

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management           reimbursement for       reimbursement for
                                                                      Fees               certain Series)         certain Series)
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust(1)
Managed by Massachusetts Financial Services Company
<S>                                                                   <C>                     <C>                     <C>
       MFS Emerging Growth Series                                     .75%                    .10%                    .85%
       MFS Research Series                                            .75%                    .11%                    .86%
       MFS Growth With Income Series                                  .75%                    .13%                    .88%
       MFS High Income Series                                         .75%                    .28%                   1.03%
       MFS Global Governments Series(2)                               .75%                    .26%                   1.01%
       MFS/Foreign & Colonial Emerging
        Markets Equity Series(2)                                     1.25%                    .25%                   1.50%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Each series has an expense  offset  arrangement  which  reduces the series'
     custodian  fee based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses. Expenses do not take
     into account these expense  reductions,  and are therefore  higher than the
     actual expenses of the series.

(2)  MFS has agreed to bear expenses for the Global  Governments  Series and the
     MFS/Foreign  &  Colonial   Emerging  Markets  Equity  Series,   subject  to
     reimbursement  by these  series,  such that each series'  "Other  Expenses"
     shall not exceed 0.25% of the average daily net assets of the series during
     the current fiscal year. Absent the expense reimbursement, the Total Annual
     Portfolio  Expenses for the year ended  December 31, 1998,  would have been
     1.11% for the MFS Global Governments Series and 3.26% for the MFS/Foreign &
     Colonial Emerging Markets Equity Series. The payments made by MFS on behalf
     of each series under this  arrangement are subject to  reimbursement by the
     series to MFS,  which  will be  accomplished  by the  payment of an expense
     reimbursement  fee by the  series to MFS  computed  and paid  monthly  at a
     percentage  of the series'  average  daily net assets for its then  current
     fiscal year, with a limitation  that  immediately  after such payment,  the
     series' "Other Expenses" will not exceed the percentage set forth above for
     that  series.  The  obligation  of MFS to bear a series'  "Other  Expenses"
     pursuant  to  this  arrangement,  and  the  series'  obligation  to pay the
     reimbursement  fee to MFS,  terminates  on the earlier of the date on which
     payments  made by the series equal the prior  payment of such  reimbursable
     expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate
     this  arrangement  at an earlier date  provided that the  arrangement  will
     continue for each series until at least May 1, 2000, unless terminated with
     the consent of the board of trustees which oversees the series.
</FN>
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)

                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.
<S>                                                                   <C>                     <C>                     <C>
       Oppenheimer High Income Fund/VA                                .74%                    .04%                    .78%
       Oppenheimer Bond Fund/VA                                       .72%                    .02%                    .74%
       Oppenheimer Capital Appreciation Fund/VA                       .72%                    .03%                    .75%
       Oppenheimer Main Street Growth & Income Fund/VA                .74%                    .05%                    .79%
       Oppenheimer Strategic Bond Fund/VA                             .74%                    .06%                    .80%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                 Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management           reimbursement for       reimbursement for
                                                                      Fees               one Portfolio)          one Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
<S>                                                                        <C>                     <C>                     <C>
       Putnam VT Growth and Income Fund - Class IA Shares                  .46%                    .04%                    .50%
       Putnam VT International Growth Fund - Class IA Shares               .80%                    .27%                   1.07%
       Putnam VT International New Opportunities Fund - Class IA Shares*  1.18%                    .42%                   1.60%
       Putnam VT New Value Fund - Class IA Shares                          .70%                    .11%                    .81%
       Putnam VT Vista Fund - Class IA Shares                              .65%                    .12%                    .77%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*    The Management Fees and Total Annual Portfolio  Expenses reflect an expense
     limitation.  In the absence of the expense limitation,  the Management Fees
     and Total  Annual  Portfolio  Expenses  would  have been  1.20% and  1.62%,
     respectively.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management           reimbursement for       reimbursement for
                                                                      Fees               one Portfolio)          one Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products Series Fund
       Templeton Developing Markets Fund,
<S>            <C>                                                   <C>                      <C>                     <C>
         Class 1 Shares                                              1.25%                    .41%                    1.66%
       Templeton International Fund,
         Class 1 Shares                                               .69%                    .17%                     .86%
       Mutual Shares Investments Fund,
         Class 1 Shares*                                              .00%                   1.00%                    1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*    Figures reflect  expenses from the Fund's  inception on May 1, 1998 and are
     annualized.  The investment  manager agreed in advance to limit  management
     fees and make certain payments to reduce Fund expenses as necessary so that
     Total Annual Portfolio  Expenses did not exceed 1.00% of the Fund's Class 1
     net assets in 1998.  The  investment  manager has agreed to  continue  this
     arrangement through 1999.  Management Fees, Other Expenses and Total Annual
     Portfolio Expenses in 1998 before any waivers were as follows: 0.60%, 2.27%
     and 2.87% for the Mutual Shares Investments Fund.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or less than those shown.

For purposes of the examples, the assumed average contract size is $30,000.

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return on assets:

                                        (a)   if you surrender the contract at the end of each time period;
                                        (b)   if you do not surrender the contract or if you apply the contract
                                              value to an annuity option.

                                                                                          Time Periods

                                                                  1 year            3 years           5 years           10 years
- -----------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                     <C>             <C>                <C>           <C>
       AIM V.I. Capital Appreciation                               (a)  $71.99      (a) $112.73       (a)  $160.90   (a) $247.97
                                                                   (b)  $21.99      (b) $ 67.73       (b)  $115.90   (b) $247.97
       AIM V.I. International Equity                               (a)  $74.40      (a) $119.97       (a)  $173.00   (a) $272.25
                                                                   (b)  $24.40      (b) $ 74.97       (b)  $128.00   (b) $272.25
       AIM V.I. Value                                              (a)  $71.89      (a) $112.42       (a)  $160.39   (a) $246.95
                                                                   (b)  $21.89      (b) $ 67.42       (b)  $115.39   (b) $246.95
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth                                              (a)  $75.90      (a) $124.47       (a)  $180.49   (a) $287.10
                                                                   (b)  $25.90      (b) $ 79.47       (b)  $135.49   (b) $287.10
       Real Estate Investment                                      (a)  $74.80      (a) $121.17       (a)  $175.00   (a) $276.23
                                                                   (b)  $24.80      (b) $ 76.17       (b)  $130.00   (b) $276.23
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       Select Equity                                               (a)  $73.90      (a) $118.46       (a)  $170.49   (a) $267.24
                                                                   (b)  $23.90      (b) $ 73.46       (b)  $125.49   (b) $267.24
       Small Cap Stock                                             (a)  $76.50      (a) $126.26       (a)  $183.47   (a) $292.98
                                                                   (b)  $26.50      (b) $ 81.26       (b)  $138.47   (b) $292.98
       International Equity                                        (a)  $76.10      (a) $125.06       (a)  $181.48   (a) $289.07
                                                                   (b)  $26.10      (b) $ 80.06       (b)  $136.48   (b) $289.07
       Quality Bond                                                (a)  $71.79      (a) $112.12       (a)  $159.89   (a) $245.92
                                                                   (b)  $21.79      (b) $ 67.12       (b)  $114.89   (b) $245.92
       Large Cap Stock                                             (a)  $72.80      (a) $115.15       (a)  $164.95   (a) $256.13
                                                                   (b)  $22.80      (b) $ 70.15       (b)  $119.95   (b) $256.13
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture                                              (a)  $73.80      (a) $118.16       (a)  $169.99   (a) $266.24
                                                                   (b)  $23.80      (b) $ 73.16       (b)  $124.99   (b) $266.24
       Mid-Cap Value                                               (a)  $78.30      (a) $131.62       (a)  $192.35   (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35   (b) $310.37
       Large Cap Research                                          (a)  $78.30      (a) $131.62       (a)  $192.35   (a) $310.37
                                                                   (b)  $28.30      (b) $ 86.62       (b)  $147.35   (b) $310.37
       Developing Growth                                           (a)  $77.30      (a) $128.65       (a)  $187.42   (a) $300.75
                                                                   (b)  $27.30      (b) $ 83.65       (b)  $142.42   (b) $300.75
       Lord Abbett Growth and Income                               (a)  $72.49      (a) $114.24       (a)  $163.43   (a) $253.08
                                                                   (b)  $22.49      (b) $ 69.24       (b)  $118.43   (b) $253.08
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Examples (continued)



                                                                                            Time Periods

                                                                  1 year            3 years           5 years           10 years
- ------------------------------------------------------------------------------------------------------------------------------------

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

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                        (a)  $74.30      (a)  $119.67      (a)  $172.50     (a) $271.25
                                                                   (b)  $24.30      (b)  $ 74.67      (b)  $127.50     (b) $271.25
Managed by Goldman Sachs Asset Management International
       Goldman Sachs International Equity Fund                     (a)  $77.80      (a)  $130.14      (a)  $189.89     (a) $305.57
                                                                   (b)  $27.80      (b)  $ 85.14      (b)  $144.89     (b) $305.57
       Goldman Sachs Global Income Fund                            (a)  $75.80      (a)  $124.17      (a)  $179.99     (a) $286.12
                                                                   (b)  $25.80      (b)  $ 79.17      (b)  $134.99     (b) $286.12
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
       Kemper Small Cap Value                                      (a)  $73.70      (a)  $117.86      (a)  $169.49     (a) $265.23
                                                                   (b)  $23.70      (b)  $ 72.86      (b)  $124.49     (b) $265.23
       Kemper Government Securities                                (a)  $71.89      (a)  $112.42      (a)  $160.39     (a) $246.95
                                                                   (b)  $21.89      (b)  $ 67.42      (b)  $115.39     (b) $246.95
       Kemper Small Cap Growth                                     (a)  $72.29      (a)  $113.63      (a)  $162.42     (a) $251.04
                                                                   (b)  $22.29      (b)  $ 68.63      (b)  $117.42     (b) $251.04
- -----------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
       Newport Tiger Fund, Variable Series                         (a)  $78.30      (a)  $131.62      (a)  $192.35     (a) $310.37
                                                                   (b)  $28.30      (b)  $ 86.62      (b)  $147.35     (b) $310.37
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth                                         (a)  $73.80      (a)  $118.16      (a)  $169.99     (a) $266.24
                                                                   (b)  $23.80      (b)  $ 73.16      (b)  $124.99     (b) $266.24
       MFS Research                                                (a)  $73.90      (a)  $118.46      (a)  $170.49     (b) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49     (b) $267.24
       MFS Growth With Income                                      (a)  $74.10      (a)  $119.07      (a)  $171.50     (a) $269.25
                                                                   (b)  $24.10      (b)  $ 74.07      (b)  $126.50     (b) $269.25
       MFS High Income                                             (a)  $75.60      (a)  $123.57      (a)  $179.00     (a) $284.15
                                                                   (b)  $25.60      (b)  $ 78.57      (b)  $134.00     (b) $284.15
       MFS Global Governments                                      (a)  $75.40      (a)  $122.97      (a)  $178.00     (a) $282.18
                                                                   (b)  $25.40      (b)  $ 77.97      (b)  $133.00     (b) $282.18
       MFS/Foreign & Colonial Emerging
         Markets Equity Series                                     (a)  $80.29      (a)  $137.54      (a)  $202.11     (a) $329.29
                                                                   (b)  $30.29      (b)  $ 92.54      (b)  $157.11     (b) $329.29
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Examples (continued)
                                                                                            Time Periods
                                                                  1 year            3 years           5 years           10 years
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.
<S>                                                                     <C>              <C>               <C>             <C>
       Oppenheimer High Income Fund/VA                             (a)  $73.10      (a)  $116.05      (a)  $166.47     (a) $259.18
                                                                   (b)  $23.10      (b)  $ 71.05      (b)  $121.47     (b) $259.18
       Oppenheimer Bond Fund/VA                                    (a)  $72.69      (a)  $114.84      (a)  $164.45     (a) $255.12
                                                                   (b)  $22.69      (b)  $ 69.84      (b)  $119.45     (b) $255.12
       Oppenheimer Capital Appreciation Fund/VA                    (a)  $72.80      (a)  $115.15      (a)  $164.95     (a) $256.13
                                                                   (b)  $22.80      (b)  $ 70.15      (b)  $119.95     (b) $256.13
       Oppenheimer Main Street Growth & Income Fund/VA             (a)  $73.20      (a)  $116.35      (a)  $166.97     (a) $260.19
                                                                   (b)  $23.20      (b)  $ 71.35      (b)  $121.97     (b) $260.19
       Oppenheimer Strategic Bond Fund/VA                          (a)  $73.30      (a)  $116.65      (a)  $167.47     (a) $261.20
                                                                   (b)  $23.30      (b)  $ 71.65      (b)  $122.47     (b) $261.20
- ----------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
       Putnam VT Growth and Income - Class IA Shares               (a)  $70.29      (a)  $107.56      (a)  $152.24     (a) $230.39
                                                                   (b)  $20.29      (b)  $ 62.56      (b)  $107.24     (b) $230.39
       Putnam VT International Growth - Class IA Shares            (a)  $76.00      (a)  $124.77      (a)  $180.99     (a) $288.08
                                                                   (b)  $26.00      (b)  $ 79.77      (b)  $135.99     (b) $288.08
       Putnam VT International New Opportunities - Class IA Shares (a)  $81.28      (a)  $140.49      (a)  $206.96     (a) $338.60
                                                                   (b)  $31.28      (b)  $ 95.49      (b)  $161.96     (b) $338.60
       Putnam VT New Value - Class IA Shares                       (a)  $73.40      (a)  $116.96      (a)  $167.98     (a) $262.21
                                                                   (b)  $23.40      (b)  $ 71.96      (b)  $122.98     (b) $262.21
       Putnam VT Vista - Class IA Shares                           (a)  $73.00      (a)  $115.75      (a)  $165.96     (a) $258.16
                                                                   (b)  $23.00      (b)  $ 70.75      (b)  $120.96     (b) $258.16
- ----------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products Series Fund, Class 1 Shares
Managed by Franklin Mutual Advisers, Inc.
       Mutual Shares Investments                                   (a)  $75.30      (a)  $122.67      (a)  $177.50     (a) $281.19
                                                                   (b)  $25.30      (b)  $ 77.67      (b)  $132.50     (b) $281.19
Managed by Templeton Investment Counsel, Inc.
       Templeton International                                     (a)  $73.90      (a)  $118.46      (a)  $170.49     (a) $267.24
                                                                   (b)  $23.90      (b)  $ 73.46      (b)  $125.49     (b) $267.24
Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets                                (a)  $81.88      (a)  $142.26      (a)  $209.86     (a) $344.13
                                                                   (b)  $31.88      (b)  $ 97.26      (b)  $164.86     (b) $344.13
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table

1.   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 to10% of your total  purchase  payments  each year without a charge
     from Cova.

2.   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.

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

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

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

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 an income to you,
in the form of annuity payments, beginning on a designated date that is 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 the
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,  in  part,  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 rate 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  interest  and  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 under "Other Information."



2.   ANNUITY PAYMENTS (THE INCOME PHASE)


Annuity Date

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.

We ask you to choose your annuity date when you purchase the  contract.  You can
change it 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

You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity 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 investment rate, your annuity
payments will increase.  Similarly,  if the actual  investment rate is less than
3%, your annuity payments will decrease.

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.


Annuity Options

You can choose among income plans. We call those annuity options.  We ask you to
choose an annuity  option when you purchase the  contract.  You can change it at
any time before the annuity date with 30 days notice to us. 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.

You can choose one of the following  annuity options or any other annuity option
acceptable to Cova.  After annuity payments begin, you cannot change the annuity
option.

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

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

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



3.   PURCHASE

Purchase Payments

A  purchase  payment  is the money you give us to  invest in the  contract.  The
minimum  we  will  accept  is  $5,000  when  the  contract  is  purchased  as  a
non-qualified  contract.  If you are  purchasing  the contract as part of an IRA
(Individual Retirement Annuity),  401(k) or other qualified plan, the minimum we
will  accept is $2,000.  The  maximum we accept is $1 million  without our prior
approval.  You can make additional  purchase  payments of $500 or more to either
type of contract.


Allocation of Purchase Payments

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

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.


Free Look

If you change your mind about owning this contract,  you can cancel it within 10
days after  receiving it (or, in the state of California,  within 30 days if you
are 60 years or older when we issue the contract).  When you cancel the contract
within this time  period,  Cova will not assess a  withdrawal  charge.  You will
receive back whatever your contract is worth on the day we receive your request.
If you have  purchased  the contract as an IRA, we are required to give you back
your purchase payment if you decide to cancel your contract within 10 days after
receiving it (or whatever  period is required).  If that is the case, we reserve
the right to put your  purchase  payment  in the Money  Market  Fund for 15 days
before we allocate your first purchase  payment to the  investment  portfolio(s)
you have selected. In such case, we will refund the greater of purchase payments
(less  withdrawals) or contract value.  Currently,  Cova directly allocates your
purchase payment to the investment portfolios and/or fixed account you select.


Accumulation Units

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

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

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

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

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

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

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

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

Example:

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



4.   INVESTMENT OPTIONS

The Contract offers 42 investment portfolios which are listed below.  Currently,
if you are not participating in an asset allocation  program,  you can invest in
only 15 investment  portfolios at any one time. Additional investment portfolios
may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus. Certain portfolios
contained in the fund prospectuses may not be available with your contract.

AIM VARIABLE INSURANCE FUNDS, INC.

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

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


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Alliance  Variable  Products  Series Fund,  Inc. is a mutual fund with  multiple
portfolios.  Alliance Capital  Management L.P. is the investment adviser to each
portfolio. The following portfolios are available under the contract:

   Premier Growth Portfolio
   Real Estate Investment Portfolio


COVA SERIES TRUST

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


J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser  to the following
portfolios:

   Small Cap Stock Portfolio
   Large Cap Stock Portfolio
   Select Equity Portfolio
   International Equity Portfolio
   Quality Bond Portfolio

Lord, Abbett & Co. is the sub-adviser to the following portfolios:

   Bond Debenture Portfolio (a "high yield" portfolio
     under California insurance regulations)
   Large Cap Research Portfolio
   Developing Growth Portfolio
   Mid-Cap Value Portfolio
   Lord Abbett Growth and Income Portfolio


GENERAL AMERICAN CAPITAL COMPANY

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

   Money Market Fund


GOLDMAN SACHS VARIABLE INSURANCE TRUST

Goldman  Sachs  Variable   Insurance  Trust  is  a  mutual  fund  with  multiple
portfolios.  Goldman Sachs Asset  Management is the  investment  adviser for the
Goldman  Sachs  Growth  and  Income  Fund and  Goldman  Sachs  Asset  Management
International  is the  investment  adviser for the Goldman  Sachs  International
Equity Fund and the Goldman Sachs Global Income Fund.  The following  portfolios
are available under the contract:

   Goldman Sachs Growth and Income Fund
   Goldman Sachs International Equity Fund
   Goldman Sachs Global Income Fund


KEMPER VARIABLE SERIES

Kemper Variable Series is a mutual fund with multiple portfolios. Scudder Kemper
Investments, Inc. is the investment adviser for the Kemper Government Securities
Portfolio,  the Kemper Small Cap Growth Portfolio and the Kemper Small Cap Value
Portfolio. The following portfolios are available under the contract:

   Kemper Small Cap Value Portfolio
   Kemper Government Securities Portfolio
   Kemper Small Cap Growth Portfolio


LIBERTY VARIABLE INVESTMENT TRUST

Liberty  Variable  Investment  Trust is a mutual fund with multiple  portfolios.
Liberty Advisory Services Corp.  (LASC) is the investment  manager to the Trust.
LASC has  engaged  Newport  Fund  Management,  Inc.  as  sub-adviser  to provide
investment  advice for the Newport Tiger Fund,  Variable  Series.  The following
portfolio is available under the contract:

   Newport Tiger Fund, Variable Series
   (a portfolio investing in equity securities of companies located in certain
   countries of Asia).


MFS VARIABLE INSURANCE TRUST

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

   MFS Emerging Growth Series
   MFS Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS Global Governments Series (formerly MFS World Governments)
   MFS/Foreign & Colonial Emerging Markets
    Equity Series (not available)


OPPENHEIMER VARIABLE ACCOUNT FUNDS

Oppenheimer  Variable  Account Funds is a mutual fund with multiple  portfolios.
OppenheimerFunds,  Inc.  is  the  investment  adviser  to  each  portfolio.  The
following portfolios are available under the contract:

   Oppenheimer High Income Fund/VA
   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA
     (formerly Oppenheimer Growth Fund)
   Oppenheimer Main Street Growth & Income Fund/VA
     (formerly Oppenheimer Growth & Income Fund)
   Oppenheimer Strategic Bond Fund/VA


PUTNAM VARIABLE TRUST

Putnam  Variable  Trust  is a  mutual  fund  with  multiple  portfolios.  Putnam
Investment  Management,  Inc. is the investment  adviser to each portfolio.  The
following portfolios are available under the contract:

   Putnam VT Growth and Income Fund - Class IA Shares
   Putnam VT International Growth Fund - Class IA Shares
   Putnam VT International New Opportunities Fund - Class IA Shares
   Putnam VT New Value Fund - Class IA Shares
   Putnam VT Vista Fund (a stock portfolio) - Class IA Shares


TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton  Variable  Products  Series  Fund  is  a  mutual  fund  with  multiple
portfolios.  Each portfolio has two classes of shares:  Class 1 and Class 2. The
portfolios  available  in  connection  with  your  contract  are Class 1 shares.
Templeton  Asset  Management  Ltd. is the  investment  adviser for the Templeton
Developing Markets Fund,  Templeton  Investment Counsel,  Inc. is the investment
adviser for the Templeton  International Fund and Franklin Mutual Advisers, Inc.
is the  investment  adviser  for the Mutual  Shares  Investments  Fund,  Class 1
Shares. The following portfolios are available under the contract:

   Templeton Developing Markets Fund, Class 1 Shares
   Templeton International Fund, Class 1 Shares
   Mutual Shares Investments Fund, Class 1 Shares

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

Cova may enter into certain  arrangements  under which it is  reimbursed  by the
investment   portfolios'  advisers,   distributors  and/or  affiliates  for  the
administrative services which it provides to the portfolios.


Transfers

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

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

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

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


Dollar Cost Averaging Program

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

Cova  reserves  the right to  modify,  terminate  or  suspend  the  Dollar  Cost
Averaging Program.

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. Cova may,  from time to time,  offer other dollar cost  averaging  programs
which may have terms different from those described above.


Automatic Rebalancing Program

Once your money has been allocated to the investment portfolios, the performance
of each  portfolio  may cause  your  allocation  to shift.  You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Automatic  Rebalancing  Program.  You can tell us
whether to rebalance quarterly, semi-annually or annually. We will measure these
periods from the  anniversary of the date we issued your contract.  The transfer
date will be the 1st day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  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 Quality Bond Portfolio and
     60% to be in the Select  Equity  Portfolio.  Over the next 2-1/2 months the
     bond market does very well while the stock market performs  poorly.  At the
     end of the first quarter,  the Quality Bond Portfolio now represents 50% of
     your holdings  because of its increase in value. If you have chosen to have
     your holdings rebalanced  quarterly,  on the first day of the next quarter,
     Cova will sell some of your units in the Quality  Bond  Portfolio  to bring
     its  value  back to 40% and use the money to buy more  units in the  Select
     Equity Portfolio to increase those holdings to 60%.


Approved Asset Allocation Programs

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

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  Currently,  Cova does not charge for  participating  in an
approved asset allocation program.

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


Contract Maintenance Charge

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

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

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


Withdrawal Charge

During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment. Once a year after the first year (and once
a year  during the first year for  purposes of payment of  charitable  remainder
trust  administration  fees),  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.  Withdrawals
for purposes of payment of charitable  remainder trust  administration  fees are
included in the 10% free withdrawal amount.  Otherwise, the charge is 5% of each
purchase  payment you take out unless the purchase  payment was made more than 5
years ago. After Cova has had a purchase payment for 5 years, there is no charge
when you  withdraw  that  purchase  payment.  Cova does not assess a  withdrawal
charge on earnings  withdrawn  from the  contract.  Earnings  are defined as the
value in your contract minus the remaining  purchase  payments in your contract.
The withdrawal order for calculating the withdrawal charge is shown below.

*    10% of purchase payments free.

*    Remaining  purchase payments that are over 5 years old and not subject to a
     withdrawal charge.

*    Earnings in the contract free.

*    Remaining  purchase payments that are less than 5 years old and are subject
     to a withdrawal charge.

For purposes of calculating the withdrawal charge,  slightly different rules may
apply to Section 1035 exchanges.

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.

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

NOTE: For tax purposes, earnings are considered to come out first.


Reduction or Elimination of the Withdrawal Charge

General

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.

Nursing Home Waiver

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


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 an additional discussion regarding taxes in the Statement of Additional
Information.


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 a trust holding the contract as
an agent for a natural person), 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), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 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) for life or a period not exceeding life expectancy;

(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 amounts attributable to purchase payments made
under a salary  reduction  agreement  by owners  from  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 you are
considered the owner of the shares,  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 without being considered the owner of the shares. 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  shares  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 withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

*    less any applicable withdrawal charge,
*    less any premium tax, and
*    less any contract maintenance charge.

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.

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  "Taxes"  and the
discussion in the Statement of Additional Information.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.


Systematic Withdrawal Program

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 "Expenses."

Income taxes,  tax penalties  and certain  restrictions  may apply to Systematic
Withdrawals.


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.



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
investment  portfolio  expenses.  It  does  not  reflect  the  deduction  of any
applicable  contract  maintenance charge and withdrawal charge. The deduction of
any applicable  contract  maintenance charge and withdrawal charges would reduce
the  percentage   increase  or  make  greater  any  percentage   decrease.   Any
advertisement will also include total return figures which reflect the deduction
of the insurance charges,  contract maintenance charges,  withdrawal charges and
the investment portfolio expenses.

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

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

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



9.   DEATH BENEFIT

Upon Your Death

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

Beginning May 1, 1999, at the time you buy the contract,  you will receive Death
Benefit  Option A. If you  purchased  your  contract  before  May 1,  1999,  you
received Death Benefit Option C. For these contracts (i.e.,  contracts purchased
prior to May 1, 1999),  effective beginning with your next contract  anniversary
on or after July 1, 1999, your death benefit will  automatically  be enhanced to
Death Benefit Option B.

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

DEATH BENEFIT OPTION A:

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

1.   Total purchase payments,  less 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 greatest contract value on any contract anniversary while the owner, or
     a joint owner is living,  plus any purchase payments you made subsequent to
     that contract anniversary, less any withdrawals (and any withdrawal charges
     paid on the withdrawals) subsequent to that contract anniversary.

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

1.   Total purchase payments,  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 greatest contract value on any prior contract  anniversary on or before
     your or your joint owner's 80th  birthday,  plus any purchase  payments you
     made subsequent to that contract anniversary, less any withdrawals (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

DEATH BENEFIT OPTION B:

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

1.   Total purchase payments,  less 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  greatest  of the values of your  contract  resulting  from  taking the
     contract  value on any contract  anniversary on or after July 1, 1999 while
     the owner, or a joint owner is living,  plus any purchase payments you made
     subsequent  to that contract  anniversary,  less any  withdrawals  (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

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

1.   Total purchase payments,  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  greatest  of the values of your  contract  resulting  from  taking the
     contract value on any prior  contract  anniversary on or after July 1, 1999
     and on or  before  your or your  joint  owner's  80th  birthday,  plus  any
     purchase  payments you made subsequent to that contract  anniversary,  less
     any  withdrawals  (and  any  withdrawal  charges  paid on the  withdrawals)
     subsequent to that contract anniversary.

DEATH BENEFIT OPTION C:

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

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

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

3.   The greatest of the values  resulting from taking the contract value on any
     five (5) year contract  anniversary  prior to the date of your death or the
     joint owner's death, plus any purchase payments you made subsequent to that
     contract anniversary, less any withdrawals (and any withdrawal charges paid
     on the withdrawals) subsequent to that contract anniversary.

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

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

Check your contract and applicable endorsement for your death benefit.

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

Payment  under an annuity  option  may only be elected  during the 60 day period
beginning with the date Cova receives  proof of death.  If Cova does not receive
an  election  during  such  time,  it will  make a  single  sum  payment  to the
beneficiary at the end of the 60 day period.


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.


Year 2000

Cova has developed and initiated plans to assure that its computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are not  expected to have a
material  effect on Cova's  financial  position or results of  operations.  Cova
believes  that it has taken all  reasonable  steps to  address  these  potential
problems.  There can be no  guarantee,  however,  that the steps  taken  will be
adequate to avoid any adverse impact.


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 Separate  Account is divided into
sub-accounts.

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 but,
under  certain  circumstances,   may  be  paid  an  additional  .5%  commission.
Sometimes,  Cova  enters into an  agreement  with the  broker-dealer  to pay the
broker-dealer persistency bonuses, in addition to the standard commissions.


Ownership

Owner. You, as the owner of the contract, have all the interest and 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 (this may be a taxable event).  The  beneficiary  becomes
the owner when a death  benefit is payable.  When this  occurs,  some  ownership
rights may be limited.

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.


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

  Calculation of Performance Information

  Federal Tax Status

  Annuity Provisions

  Financial Statements




<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information

Accumulation Unit Value History
The following schedule includes accumulation unit values for the periods indicated. This data has been extracted
from the Separate Account's Financial Statements. This information should be read in conjunction with the
Separate Account's Financial Statements and related notes which are included in the Statement of Additional
Information.

                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
<S>                                                                                 <C>
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.80
     Number of Accum. Units Outstanding                                              5,570
- ------------------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.42
     Number of Accum. Units Outstanding                                             15,257

AIM V.I. Value Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   13.08
     Number of Accum. Units Outstanding                                              2,865
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
Premier Growth Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   14.62
     Number of Accum. Units Outstanding                                             62,869
- ------------------------------------------------------------------------------------------------------------------------------------

Real Estate Investment Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   8.00
     Number of Accum. Units Outstanding                                             22,077
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord, Abbett & Co.

Bond Debenture Sub-Account
<S>                                                                                 <C>               <C>              <C>
     Beginning of Period                                                            $12.88            $11.30           $10.15
     End of Period                                                                   13.50             12.88            11.30
     Number of Accum. Units Outstanding                                             681,676           347,400          39,545
- -----------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Sub-Account
     Beginning of Period                                                            $10.47            $10.05              *
     End of Period                                                                   10.44             10.47
     Number of Accum. Units Outstanding                                             85,457             8,510
- -----------------------------------------------------------------------------------------------------------------------------------
Large Cap Research Sub-Account
     Beginning of Period                                                            $10.76               *                *
     End of Period                                                                   11.83
     Number of Accum. Units Outstanding                                             49,894
- -----------------------------------------------------------------------------------------------------------------------------------
Developing Growth Sub-Account
     Beginning of Period                                                            $10.53            $10.83              *
     End of Period                                                                   11.07             10.53
     Number of Accum. Units Outstanding                                             70,926             6,039
- -----------------------------------------------------------------------------------------------------------------------------------
Managed by J.P. Morgan Investment Management Inc.

Select Equity Sub-Account
     Beginning of Period                                                            $14.05            $10.84           $10.15
     End of Period                                                                   16.99             14.05            10.84
     Number of Accum. Units Outstanding                                            1,052,797          700,550          185,509
- ----------------------------------------------------------------------------------------------------------------------------------
Small Cap Stock Sub-Account
     Beginning of Period                                                            $13.49            $11.31           $10.91
     End of Period                                                                   12.58             13.49            11.31
     Number of Accum. Units Outstanding                                             663,925           487,580          113,118
International Equity Sub-Account
     Beginning of Period                                                            $11.46            $10.97           $10.10
     End of Period                                                                   12.89             11.46            10.97
     Number of Accum. Units Outstanding                                             779,375           554,105          124,032
Quality Bond Sub-Account
     Beginning of Period                                                            $11.16            $10.37            $9.95
     End of Period                                                                   11.91             11.16            10.37
     Number of Accum. Units Outstanding                                             501,045           234,643          64,534
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Stock Sub-Account
     Beginning of Period                                                            $14.89            $11.34           $10.16
     End of Period                                                                   19.43             14.89            11.34
     Number of Accum. Units Outstanding                                            1,132,390          686,677          126,231
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset Management Company

Money Market Sub-Account
<S>                                                                                 <C>               <C>
     Beginning of Period                                                            $10.67            $10.63              *
     End of Period                                                                   11.11             10.67
     Number of Accum. Units Outstanding                                             129,569           14,091
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management

Goldman Sachs Growth and Income Sub-Account
     Beginning of Period                                                            $11.21               *                *
     End of Period                                                                   9.91
     Number of Accum. Units Outstanding                                             13,107
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Goldman Sachs Asset Management International

Goldman Sachs International Equity Sub-Account
     Beginning of Period                                                            $11.20               *                *
     End of Period                                                                   11.42
     Number of Accum. Units Outstanding                                             15,859
- ------------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Global Income Sub-Account
     Beginning of Period                                                            $10.15               *                *
     End of Period                                                                   10.82
     Number of Accum. Units Outstanding                                              3,002

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.

Kemper Small Cap Value Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   8.77
     Number of Accum. Units Outstanding                                             16,641
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Government Securities Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.63
     Number of Accum. Units Outstanding                                              2,519

Kemper Small Cap Growth Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.69
     Number of Accum. Units Outstanding                                              3,829
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Liberty Variable Investment Trust
Managed by Newport Fund Management, Inc.

Newport Tiger Fund, Variable Sub-Account
<S>                                                                                 <C>
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   9.28
     Number of Accum. Units Outstanding                                              2,397
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company

MFS Emerging Growth Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   13.24
     Number of Accum. Units Outstanding                                             47,710
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Research Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   12.18
     Number of Accum. Units Outstanding                                             25,994
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Growth With Income Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   12.08
     Number of Accum. Units Outstanding                                             64,791
- -----------------------------------------------------------------------------------------------------------------------------------

MFS High Income Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   9.86
     Number of Accum. Units Outstanding                                             13,080
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Global Governments Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.66
     Number of Accum. Units Outstanding                                               385
- -----------------------------------------------------------------------------------------------------------------------------------

MFS/Foreign & Colonial Emerging Markets Equity Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   6.58
     Number of Accum. Units Outstanding                                              4,234
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.

Oppenheimer High Income Sub-Account
<S>                                                                                 <C>
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   9.91
     Number of Accum. Units Outstanding                                             10,533
- -----------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Bond Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.55
     Number of Accum. Units Outstanding                                             46,377
- -------------------------------------------------------------------------------------------------------------------

Oppenheimer Capital Appreciation Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   12.34
     Number of Accum. Units Outstanding                                              5,037
- -------------------------------------------------------------------------------------------------------------------

Oppenheimer Main Street Growth & Income Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.24
     Number of Accum. Units Outstanding                                             14,882
- -------------------------------------------------------------------------------------------------------------------

Oppenheimer Strategic Bond Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.16
     Number of Accum. Units Outstanding                                              2,684
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Putnam Variable Trust
Managed by Putnam Investment Management, Inc.

Putnam VT Growth and Income Sub-Account
<S>                                                                                 <C>
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.40
     Number of Accum. Units Outstanding                                             80,114
- ----------------------------------------------------------------------------------------------------------------------------------

Putnam VT International Growth Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.73
     Number of Accum. Units Outstanding                                             56,566

Putnam VT International New Opportunities Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.42
     Number of Accum. Units Outstanding                                              4,783

Putnam VT New Value Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   10.50
     Number of Accum. Units Outstanding                                              2,202

Putnam VT Vista Sub-Account
     Beginning of Period                                                            $10.00               *                *
     End of Period                                                                   11.80
     Number of Accum. Units Outstanding                                              6,799
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                                                                Year or Period    Year or Period   Year or Period
                                                                                Ended 12/31/98    Ended 12/31/97   Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Variable Products Series Fund,
Class 1 Shares
Managed by Templeton Asset Management Ltd.

Templeton Developing Markets Sub-Account
<S>                                                                                  <C>
     Beginning of Period                                                             $5.65               *                *
     End of Period                                                                   7.56
     Number of Accum. Units Outstanding                                              7,033
- -----------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.

Templeton International Sub-Account
     Beginning of Period                                                             $7.89               *                *
     End of Period                                                                   9.15
     Number of Accum. Units Outstanding                                              6,626
- ----------------------------------------------------------------------------------------------------------------------------------

Managed by Franklin Mutual Advisers, Inc.

Mutual Shares Investments Sub-Account
     Beginning of Period                                                             $8.64               *                *
     End of Period                                                                   9.65
     Number of Accum. Units Outstanding                                               944
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
     *    The  accumulation  unit values  shown above for the  beginning  of the
          period  for the  Select  Equity,  Small Cap  Stock,  Large Cap  Stock,
          International Equity, Quality Bond, Bond Debenture, Developing Growth,
          Mid-Cap  Value and Large Cap  Research  Portfolios  reflect  the dates
          these investment  portfolios were first offered for sale to the public
          which were as follows:  May 15,  1996 for the Select  Equity and Small
          Cap Stock Portfolios;  May 16, 1996 for the Large Cap Stock Portfolio;
          May 14, 1996 for the International Equity Portfolio;  May 20, 1996 for
          the Quality Bond and Bond Debenture  Portfolios;  November 7, 1997 for
          the Developing Growth and Mid-Cap Value  Portfolios;  and February 17,
          1998 for the Large Cap Research Portfolio.  The Lord Abbett Growth and
          Income Portfolio commenced regular investment operations on January 8,
          1999.  Separate  Account  inception  dates  in  the  other  investment
          portfolios  are  as  follows:  AIM  Variable  Insurance  Funds,  Inc.,
          Alliance  Variable Products Series Fund, Inc., Kemper Variable Series,
          Liberty  Variable  Investment  Trust,  MFS Variable  Insurance  Trust,
          Oppenheimer  Variable  Account  Funds  and  Putnam  Variable  Trust  -
          December  31, 1997;  General  American  Capital  Company - December 4,
          1997;  Goldman Sachs  Variable  Insurance  Trust - March 31, 1998; and
          Templeton Variable Products Series Fund - September 21, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION

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

Note: The figures below present investment performance information for the periods ended December 31, 1998. While
these numbers represent the returns as of that date, they do not represent performance information of the
portfolios since that date. Performance information for the periods after December 31, 1998 may be different than
the numbers shown below.



PART 1 - SEPARATE ACCOUNT PERFORMANCE

The portfolios listed below began operations before December 31, 1998. As a result, performance information is
available for the accumulation units investing in these portfolios.

*    Column A 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.

*    Column B presents performance figures for the accumulation units which reflect the insurance charges and
     fees and expenses of each portfolio.

Total Return for the periods ended 12/31/98:
- ----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                        charges and portfolio
                                                                   portfolio expenses)                          expenses)
- -----------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                  Inception Date                                    Since                               Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr              inception
- -----------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance
Funds, Inc.
   AIM V.I. Capital
<S>                                 <C>   <C>               <C>                    <C>               <C>                  <C>
     Appreciation                   12/31/97                13.38%                 13.38%            18.00%               18.00%
   AIM V.I. International
     Equity                         12/31/97                 9.57%                  9.57%            14.19%               14.19%
   AIM V.I. Value                   12/31/97                26.13%                 26.13%            30.76%               30.76%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products
Series Fund, Inc.
   Premier Growth                   12/31/97                41.56%                 41.56%            46.21%               46.21%
   Real Estate Investment           12/31/97               (24.57)%               (24.57)%          (19.99)%             (19.99)%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                        charges and portfolio
                                                                   portfolio expenses)                          expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                  Inception Date                                    Since                               Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr              inception
- -----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
<S>                                 <C>  <C>               <C>                      <C>              <C>                   <C>
   Small Cap Stock                  5/15/96                (11.33)%                 3.88%            (6.74)%               5.58%
   Large Cap Stock                  5/16/96                 25.86%                 26.67%            30.49%               27.97%
   Select Equity                    5/15/96                 16.25%                 20.20%            20.88%               21.59%
   International Equity             5/14/96                  7.84%                  8.09%            12.45%                9.70%
   Quality Bond                     5/20/96                  2.20%                  5.44%             6.81%                7.12%
   Bond Debenture                   5/20/96                  0.17%                  9.92%             4.77%               11.51%
   Mid-Cap Value                    11/7/97                 (4.89)%                (0.73)%           (0.29)%               3.36%
   Large Cap Research               2/17/98                  - -                    4.83%              - -                 9.94%
   Developing Growth                11/7/97                  0.53%                 (2.19)%            5.13%                1.90%
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable
Insurance Trust
   Goldman Sachs Growth
     and Income                     3/31/98                  - -                  (16.69)%             - -               (11.60)%
   Goldman Sachs
     International Equity           3/31/98                  - -                   (3.16)%             - -                 1.94%
   Goldman Sachs
     Global Income                  3/31/98                  - -                    1.43%              - -                 6.53%
- -----------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
   Kemper Small Cap Value           12/31/97               (16.88)%               (16.88)%          (12.30)%             (12.30)%
   Kemper Government
     Securities                     12/31/97                 1.74%                  1.74%             6.35%                6.35%
   Kemper Small Cap Growth          12/31/97                12.26%                 12.26%            16.88%               16.88%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                        charges and portfolio
                                                                   portfolio expenses)                          expenses)
- -----------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                  Inception Date                                    Since                               Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr              inception
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   Newport Tiger Fund,
<S>                                 <C>   <C>              <C>                    <C>                <C>                  <C>
     Variable Series                12/31/97               (11.81)%               (11.81)%           (7.21)%              (7.21)%
- -----------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   MFS Emerging Growth              12/31/97                27.81%                 27.81%            32.44%               32.44%
   MFS Research                     12/31/97                17.17%                 17.17%            21.79%               21.79%
   MFS Growth With Income           12/31/97                16.13%                 16.13%            20.75%               20.75%
   MFS High Income                  12/31/97                (5.97)%                (5.97)%           (1.37)%              (1.37)%
   MFS Global Governments           12/31/97                 2.03%                  2.03%             6.63%                6.63%
   MFS/Foreign & Colonial
     Emerging Markets Equity        12/31/97               (38.75)%               (38.75)%          (34.18)%             (34.18)%
- ----------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
   Oppenheimer High
     Income Fund/VA                 12/31/97                (5.52)%                (5.52)%           (0.92)%              (0.92)%
   Oppenheimer Bond Fund/VA         12/31/97                 0.91%                  0.91%             5.52%                5.52%
   Oppenheimer Capital
     Appreciation Fund/VA           12/31/97                17.82%                 17.82%            22.44%               22.44%
   Oppenheimer Main Street
     Growth & Income Fund/VA        12/31/97                (1.20)%                (1.20)%            3.40%                3.40%
   Oppenheimer Strategic
     Bond Fund/VA                   12/31/97                (2.95)%                (2.95)%            1.65%                1.65%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                        charges and portfolio
                                                                   portfolio expenses)                          expenses)
- -----------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                  Inception Date                                    Since                               Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr              inception
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth and
<S>                                 <C>   <C>                <C>                    <C>              <C>                  <C>
     Income - Class IA Shares       12/31/97                 9.42%                  9.42%            14.03%               14.03%
   Putnam VT International
     Growth - Class IA Shares       12/31/97                12.68%                 12.68%            17.29%               17.29%
   Putnam VT International
     New Opportunities -
     Class IA Shares                12/31/97                 9.59%                  9.59%            14.21%               14.21%
   Putnam VT New Value -
     Class IA Shares                12/31/97                 0.38%                  0.38%             4.98%                4.98%
   Putnam VT Vista -
     Class IA Shares                12/31/97                13.42%                 13.42%            18.04%               18.04%
- ----------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund, Class 1 Shares
   Templeton Developing
     Markets                        9/21/98                  - -                   28.73%             - -                 33.87%
   Templeton International          9/21/98                  - -                   10.80%             - -                 15.92%
   Mutual Shares Investments        9/21/98                  - -                    6.49%             - -                 11.61%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
PART 2 - HISTORICAL FUND PERFORMANCE

The contracts are relatively new and therefore have a limited performance history. However, certain portfolios
have been in 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 information 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, 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.

*    Column C presents performance figures for the accumulation units which reflect the insurance charges and the
     fees and expenses of each portfolio.

Total Return for the periods ended 12/31/98:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                                (reflects all             (reflects insurance
                                             Portfolio Performance              charges and             charges 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      5yrs    inception
- -----------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
   AIM V.I. Capital
<S>                       <C> <C>         <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>       <C>
     Appreciation         5/5/93          19.30%    17.23%    18.77%    13.38%    15.73%   17.27%     18.00%    15.83%    17.37%
   AIM V.I.
     International Equity 5/2/93          15.49%    11.33%    13.36%     9.57%     9.83%   11.86%     14.19%     9.93%    11.96%
   AIM V.I. Value         5/5/93          32.41%    21.70%    21.90%    26.13%    20.20%   20.40%     30.76%    20.30%    20.50%
- -----------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
   Premier Growth         6/26/92         47.97%   27.85%     25.42%    41.56%    26.35%   23.92%     46.21%    26.45%    24.02%
   Real Estate
     Investment           1/9/97         (19.07)%   - -       (0.06)%   (24.57)%   - -     (6.06)%   (19.99)%    - -      (1.46)%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                                (reflects all             (reflects insurance
                                             Portfolio Performance              charges and             charges 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      5yrs    inception
- -----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
<S>                       <C> <C>         <C>                 <C>       <C>                <C>        <C>                 <C>
   Select Equity          5/1/96          22.56%     - -      23.30%    16.25%     - -     20.19%     20.88%      - -     21.56%
   Small Cap Stock        5/1/96          (5.40)%    - -       8.47%   (11.33)%    - -      5.31%     (6.74)%     - -      6.96%
   International Equity   5/1/96          14.07%     - -      10.66%     7.84%     - -      7.50%     12.45%      - -      9.10%
   Quality Bond           5/1/96           8.37%     - -       8.68%     2.20%     - -      5.55%      6.81%      - -      7.19%
   Large Cap Stock        5/1/96          32.31%     - -      30.02%    25.86%     - -     26.95%     30.49%      - -     28.21%
   Bond Debenture         5/1/96           6.26%     - -      13.03%     0.17%     - -      9.92%      4.77%      - -     11.47%
   Mid-Cap Value          8/20/97          1.11%     - -       4.40%    (4.89)%    - -     (0.24)%    (0.29)%     - -      3.18%
   Large Cap Research     8/20/97         21.04%     - -      14.37%    14.84%     - -      9.72%     19.46%      - -     13.05%
   Developing Growth      8/20/97          6.60%     - -       8.99%     0.53%     - -      4.32%      5.13%      - -      7.70%
- -----------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
   Money Market           10/1/87          5.62%     5.40%     5.78%    (0.45)%    3.90%    4.28%      4.15%     4.00%     4.38%
- -----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
   Goldman Sachs
     Growth and Income    1/12/98           - -      - -       5.47%      - -       - -    (0.98)%       - -     - -       4.12%
   Goldman Sachs
     International Equity 1/12/98           - -      - -      20.07%      - -       - -    13.62%        - -     - -      18.72%
   Goldman Sachs
     Global Income        1/12/98           - -      - -       8.29%      - -       - -     1.84%        - -     - -       6.94%
- ------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
   Kemper Small
     Cap Value            5/1/96         (11.25)%    - -       3.65%   (16.88)%    - -     (2.35)%   (12.30)%     - -      2.25%
   Kemper Government
     Securities           9/3/87           7.03%    6.72%      8.37%      1.74%    5.22%    6.87%      6.35%     5.32%     6.97%
   Kemper Small
     Cap Growth           5/2/94          18.37%     - -      24.20%     12.26%    - -     18.20%     16.88%      - -     22.80%
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   Newport Tiger Fund,
     Variable Series      5/1/95          (6.43)%    - -      (5.01)%  (11.81)%    - -    (11.01)%    (7.21)%    - -      (6.41)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                                (reflects all             (reflects insurance
                                             Portfolio Performance              charges and             charges 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      5yrs    inception
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   MFS Emerging
<S>                       <C>  <C>        <C>                 <C>        <C>               <C>        <C>                 <C>
     Growth               7/24/95         34.16%     - -      26.55%     27.81%    - -     20.55%     32.44%     _ _      25.15%
   MFS Research           7/26/95         23.39%     - -      22.52%     17.17%    - -     16.52%     21.79%     _ _      21.12%
   MFS Growth
     With Income          10/9/95         22.32%     - -      25.98%     16.13%    - -     19.98%     20.75%     _ _      24.58%
   MFS High Income        7/26/95         (0.18)%    - -       8.77%     (5.97)%   - -      2.77%     (1.37)%    _ _       7.37%
   MFS Global
     Governments          6/14/94          7.90%     - -       5.57%      2.03%    - -     (0.43)%     6.63%     _ _       4.17%
   MFS/Foreign and
     Colonial Emerging
     Markets Equity       10/16/97       (33.37)%    - -     (34.51)%   (38.75)%   - -    (40.51)%   (34.18)%    _ _     (35.91)%
- -----------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
   Oppenheimer High
     Income Fund/VA       4/30/86          0.30%   8.62%      12.71%     (5.52)%  7.12%    11.21%      (0.92)%   7.22%    11.31%
   Oppenheimer Bond
     Fund/VA              4/3/85           6.80%   7.01%       9.28%      0.91%   5.51%     7.78%       5.52%    5.61%     7.88%
   Oppenheimer Capital
     Appreciation
     Fund/VA              4/3/85           24.00% 22.10%      16.85%     17.82%  20.60%    15.35%      22.44%   20.70%    15.45%
   Oppenheimer Main
     Street Growth &
     Income Fund/VA       7/5/95           4.70%     - -      27.00%     (1.20)%   - -     21.00%       3.40%     - -     25.60%
   Oppenheimer Strategic
     Bond Fund/VA         5/3/93           2.90%    6.83%      6.79%     (2.95)%  5.33%     5.29%       1.65%    5.43%     5.39%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended 12/31/98:
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                                (reflects all             (reflects insurance
                                             Portfolio Performance              charges and             charges 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     5yrs    inception
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth
     and Income -
<S>                       <C> <C>        <C>        <C>       <C>       <C>       <C>      <C>        <C>       <C>       <C>
     Class IA Shares      2/1/88         15.42%     19.10%    16.04%    9.42%     17.60%   14.54%     14.03%    17.70%    14.64%
   Putnam VT New Value -
     Class IA Shares      1/2/97          6.26%      - -      11.85%    0.38%      - -      5.85%      4.98%     - -      10.45%
   Putnam VT Vista -
     Class IA Shares      1/2/97         19.48%      - -      21.45%   13.42%      - -     15.45%     18.04%     - -      20.05%
   Putnam VT International
     Growth - Class
     IA Shares            1/2/97         18.69%      - -      17.50%   12.68%      - -     11.50%     17.29%     - -      16.10%
   Putnam VT International
     New Opportunities -
     Class IA Shares      1/2/97         15.58%      - -       7.49%    9.59%      - -      1.49%     14.21%     - -       6.09%
- ----------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products
Series Fund
   Templeton Developing
     Markets Fund, Class
     1 Shares*            3/1/96        (20.94)%     - -     (20.25)%  (26.94)%    - -    (26.25)%   (22.34)%    - -     (21.65)%
   Templeton
     International Fund,
     Class 1 Shares       5/1/92          9.33%     11.84%    14.17%    3.33%     10.34%   12.67%      7.93%    10.44%    12.77%
   Mutual Shares
      Investments         5/1/98           - -       - -      (2.80)%    - -       - -     (8.84)%     - -       - -      (3.74)%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>











Please send me, at no charge, the Statement of Additional  Information dated May
1, 1999, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




- --------------------------------------------------------------------------------
Name



- --------------------------------------------------------------------------------
Address




- --------------------------------------------------------------------------------
City                               State                    Zip Code


CC-3043 (5/99)                                                           CUST-CA






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




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











                                      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
                                  800-343-8496






CC-3035 (5/99)     Policy Form Series XLCC-648, XLCC-833        21-CSA-CA (5/99)


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