COVA VARIABLE ANNUITY ACCOUNT FIVE
N-4/A, 2000-02-01
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                                                           File Nos. 333-90407
                                                                     811-7060
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
  Pre-Effective Amendment No. 1                                          [X]
  Post-Effective Amendment No.                                           [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
  Amendment No. 20                                                       [X]

                      (Check appropriate box or boxes.)

     COVA VARIABLE ANNUITY ACCOUNT FIVE
     __________________________________
     (Exact Name of Registrant)

     COVA FINANCIAL LIFE INSURANCE COMPANY
     _______________________________________________
     (Name of Depositor)

     4100 Newport Place Drive, Suite 840, Newport Beach, CA        92600
     ______________________________________________________        __________
     (Address of Depositor's Principal Executive Offices)          (Zip Code)

Depositor's Telephone Number, including Area Code   (800) 831-5433

     Name and Address of Agent for Service
          Lorry J. Stensrud, President
          Cova Financial Life Insurance Company
          One Tower Lane, Suite 3000
          Oakbrook Terrace, Illinois  60181-4644
          (800) 831-5433


     Copies to:
          Judith A. Hasenauer            and   Bernard J. Spaulding
          Blazzard, Grodd & Hasenauer, P.C.    Senior Vice President,
          P.O Box 5108                         General Counsel and Secretary
          Westport, CT  06881                  Cova Financial
          (203) 226-7866                       Life Insurance Company
                                               One Tower Lane, Suite 3000
                                               Oakbrook Terrace, IL 60181-4644


Approximate Date of Proposed Public Offering:

     As soon as practicable after the effective date of this Filing.

Title of Securities Registered:
     Individual Variable Annuity Contracts

===============================================================================
The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
===============================================================================


<TABLE>
<CAPTION>
<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           --------------------------------
          PART A

Item 1.   Cover Page . . . . . . . . . . . . . .   Cover Page

Item 2.   Definitions  . . . . . . . . . . . . .   Index of Special Terms

Item 3.   Synopsis . . . . . . . . . . . . . . .   Summary

Item 4.   Condensed Financial Information  . . .   Not Applicable


Item 5.   General Description of Registrant,
          Depositor, and Portfolio Companies . .   Other Information - Cova; The
                                                   Separate Account; Investment
                                                   Options

Item 6.   Deductions and Expenses. . . . . . . .   Expenses

Item 7.   General Description of Variable
          Annuity Contracts. . . . . . . . . . .   The Annuity Contract

Item 8.   Annuity Period . . . . . . . . . . . .   Income Phase

Item 9.   Death Benefit. . . . . . . . . . . . .   Death Benefit

Item 10.  Purchases and Contract Value . . . . .   Purchase

Item 11.  Redemptions. . . . . . . . . . . . . .   Access to Your Money

Item 12.  Taxes. . . . . . . . . . . . . . . . .   Taxes

Item 13.  Legal Proceedings. . . . . . . . . . .   None

Item 14.  Table of Contents of the Statement of
          Additional Information . . . . . . . .   Table of Contents of the
                                                   Statement of Additional
                                                   Information
</TABLE>

<TABLE>
<CAPTION>
<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           -----------------------
          PART B

Item 15.  Cover Page . . . . . . . . . . . . . .   Cover Page

Item 16.  Table of Contents. . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . .   Company

Item 18.  Services . . . . . . . . . . . . . . .   Not Applicable

Item 19.  Purchase of Securities Being Offered .   Not Applicable

Item 20.  Underwriters . . . . . . . . . . . . .   Distribution

Item 21.  Calculation of Performance Data. . . .   Performance Information

Item 22.  Annuity Payments . . . . . . . . . . .   Annuity Provisions

Item 23.  Financial Statements . . . . . . . . .   Financial Statements
</TABLE>



                                     PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered in Part C to this Registration Statement.


                                     PART A



                     THE SERIES A FIXED AND VARIABLE ANNUITY

                                    ISSUED BY

                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                                       AND

                      COVA FINANCIAL LIFE INSURANCE COMPANY


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

The annuity contract has 19 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 18 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment portfolios (except as noted).

AIM VARIABLE INSURANCE FUNDS, INC.:
MANAGED BY A I M ADVISORS, INC.
   AIM V.I. Capital Appreciation Fund
   AIM V.I. Value Fund

COVA SERIES TRUST:
MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.:
   Select Equity Portfolio
   Small Cap Stock Portfolio
   International Equity Portfolio
   Quality Bond Portfolio
   Large Cap Stock Portfolio

MANAGED BY LORD, ABBETT & CO.:
   Bond Debenture Portfolio
   Mid-Cap Value Portfolio
   Large Cap Research Portfolio
   Developing Growth Portfolio
   Lord Abbett Growth and Income Portfolio

GENERAL AMERICAN CAPITAL
COMPANY:
MANAGED BY CONNING
ASSET MANAGEMENT COMPANY
   Money Market Fund

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES:
MANAGED BY FRANKLIN ADVISERS, INC.
   Franklin Small Cap Investments Fund
   Franklin Growth Investments Fund*

MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
   Templeton International Fund
   Templeton Stock Fund
   Templeton Bond Fund

*Effective  December 15, 1999 the fund's name changed to Franklin  Large Cap
Growth Investments Fund.

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 Series A Fixed and Variable Annuity  Contract,  you
can obtain a copy of the Statement of Additional Information (SAI) dated
February ___, 2000. 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
__ 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.


February ___, 2000

                              TABLE OF CONTENTS

                                                                           PAGE
INDEX OF SPECIAL TERMS

SUMMARY

FEE TABLE


THE ANNUITY CONTRACT

ANNUITY PAYMENTS (THE INCOME PHASE)

PURCHASE
Purchase Payments
Allocation of Purchase Payments
Accumulation Units

INVESTMENT OPTIONS
AIM Variable Insurance Funds, Inc.
Cova Series Trust
General American Capital Company
Templeton Variable Products Series Fund
Transfers
Dollar Cost Averaging Program
Automatic Rebalancing Program
Voting Rights
Substitution

EXPENSES
Insurance Charges
Contract Maintenance Charge
Sales Charge
Reduction or Elimination of the Sales Charge
Premium Taxes
Transfer Fee
Income Taxes
Investment Portfolio Expenses

TAXES
Annuity Contracts in General
Qualified and Non-Qualified Contracts
Withdrawals - Non-Qualified Contracts
Withdrawals - Qualified Contracts
Withdrawals - Tax-Sheltered Annuities
Diversification

ACCESS TO YOUR MONEY
Systematic Withdrawal Program

PERFORMANCE

DEATH BENEFIT
Upon Your Death
Death of Annuitant

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

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

APPENDIX - Performance Information




                            INDEX OF SPECIAL TERMS


Because of the complex  nature of the  contract,  we have used certain  words or
terms in this Prospectus  which may need an explanation.  We have identified the
following as some of these words or terms.  The page that is  indicated  here is
where we believe you will find the best  explanation for the word or term. These
words and terms are in italics on the indicated page.

                                                                       Page

Accumulation Phase.......................................................
Accumulation Unit........................................................
Annuitant................................................................
Annuity Date.............................................................
Annuity Options..........................................................
Annuity Payments.........................................................
Annuity Unit.............................................................
Beneficiary..............................................................
Fixed Account............................................................
Income Phase.............................................................
Investment Portfolios....................................................
Joint Owner..............................................................
Non-Qualified............................................................
Owner....................................................................
Purchase Payment (including Gross Purchase Payment and
   Net Purchase Payment).................................................
Qualified................................................................
Tax Deferral.............................................................


SUMMARY

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

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 18 investment portfolios.  These portfolios are designed to
offer a better return than the fixed account.  However,  this is NOT guaranteed.
You can also lose your money.

The  contract  also  offers  a fixed  account  with  an  interest  rate  that is
guaranteed by Cova.  While your money is in the fixed account,  we guarantee the
interest your money will earn as well as your principal.

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

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.

ANNUITY PAYMENTS (THE INCOME PHASE).  If you want to receive regular income from
your  annuity,  you can choose one of three  payment plans (we call them annuity
options).  Once you begin  receiving  regular  payments,  you cannot change your
annuity option.

PURCHASE.   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.  We will not issue a contract to someone  over age 90. Your
registered representative can help you complete the proper forms.

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


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

EXPENSES.  The contract has insurance and investment  features.  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 a mortality and expense risk charge which is  equivalent,
on an  annual  basis,  to .85%  of the  average  daily  value  of your  contract
allocated to the investment portfolios.

     Cova will deduct a sales charge from each purchase  payment you make before
it allocates your money to the investment  portfolios  and/or the fixed account.
The amount of the sales charge varies  depending upon the amount of the purchase
payments you make and the value of your  contract at the time Cova receives your
purchase  payment.  Cova  will also take into  account  the  amount of  purchase
payments  which you represent in writing will be made during a 13-month  period.
The larger your  purchase  payments and contract  value are, the less your sales
charge will be. The charge ranges from 5.75% to 1.00%.

     When you begin receiving  regular income  payments from your annuity,  Cova
may assess a state  premium tax charge which ranges from 0%-4%,  depending  upon
the state.

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

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.

ACCESS TO YOUR MONEY. You can take money out at any time during the accumulation
phase.  Of course,  you may also have to pay income tax and a tax penalty on any
money you take out.

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

OTHER INFORMATION.

     Free Look. If you cancel the contract within 10 days after receiving it, we
will send your money back.  Cova will refund the value of your contract plus the
sales charge  determined  as of the business day that the refund is made. If you
are 60 or older  when we issue your  contract,  you can cancel it within 30 days
from the date you  received it for a refund of the value of your  contract  plus
the sales  charge.  If you buy the  contract  as an IRA,  we may be  required to
refund the gross purchase payment.

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

     Who should  purchase  the  Contract?  This  contract is designed for people
seeking long-term tax-deferred  accumulation of assets, generally for retirement
or other  long-term  purposes.  The  tax-deferred  feature is most attractive to
people in high  federal and state 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:

     Systematic Withdrawal Program - You can arrange to have money automatically
sent to you each month while your contract is still in the  accumulation  phase.
Of course, you may have to pay taxes on money you receive.

     Dollar Cost Averaging 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.

     Automatic Rebalancing - You can arrange to automatically readjust the money
between investment portfolios periodically to keep the blend you select.

These features may not be suitable for your particular situation.

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

                     Service Office
                     P.O. Box 10366
                     Des Moines, IA 50306-0366
                     800-343-8496
                     For Express Mail Only:
                     4700 Westown Parkway, Suite 200
                     West Des Moines, IA 50266-6718


                 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 the investment portfolios.


<TABLE>
<CAPTION>
<S>                                                   <C>
OWNER TRANSACTION EXPENSES

Sales Charge (See Note 1 below)
(as a percentage of gross purchase payment)

                  Owner's Investment                Sales Charge
                  ------------------                -------------

                  Less than $50,000                    5.75%
                  $50,000-$99,999.99                   4.50%
                  $100,000 - $249,999.99               3.50%
                  $250,000-$499,999.99                 2.50%
                  $500,000-$999,999.99                 2.00%
                  $1,000,000 or greater                1.00%

Transfer Fee (see Note 2 below)                   No charge for first 12 transfers in a
                                                  contract year; thereafter, the fee is
                                                  $25 per transfer.

CONTRACT MAINTENANCE CHARGE (see Note 3 below)    $30 per contract per year
</TABLE>


<TABLE>
<CAPTION>
<S>                                         <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge            .85%
                                            ------
Total Separate Account Annual Expenses       .85%
</TABLE>

<TABLE>
<CAPTION>

INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an investment portfolio)
<S>                                                 <C>                       <C>                        <C>

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

AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.
   AIM V.I. Capital Appreciation Fund                  .62%                         .05%                      .67%
   AIM V.I. Value Fund                                 .61%                         .05%                      .66%

COVA SERIES TRUST(a)
Managed by J.P. Morgan Investment Management Inc.
   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                            .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(b)          .65%                         .07%                      .72%

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
   Money Market Fund                                  .125%                         .08%                     .205%

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
Managed by Franklin Advisers, Inc.
   Franklin Small Cap Investments Fund(c)              .15%                          .85%                     1.00%
   Franklin Growth Investments Fund(d)                 .00%                         1.00%                     1.00%
Managed by Templeton Investment Counsel, Inc.
   Templeton International Fund                        .69%                          .17%                      .86%
   Templeton Stock Fund                                .70%                          .19%                      .89%
   Templeton Bond Fund                                 .50%                          .23%                      .73%

</TABLE>

     (a) 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  has
discontinued  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 effective May 1,
1999,  Cova  began  reimbursing  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.

     (b) Estimated.  The Portfolio commenced investment operations on January 8,
1999.

     (c) Figures  reflect  expenses  from the Fund's  inception  on May 1, 1998,
which have been  annualized  for the  management  fees and  estimated  for other
expenses.  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 .75%,  1.00% and 1.75% for the  Franklin  Small Cap
Investments Fund.

     (d) Figures  reflect  expenses  from the Fund's  inception  on May 1, 1998,
which have been  annualized  for the  management  fees and  estimated  for other
expenses.  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 .60%,  4.08% and 4.68% for the  Franklin  Growth
Investments Fund.

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 regardless of whether you surrender your contract at the
end of each time period:

<TABLE>
<CAPTION>
<S>                                                <C>         <C>          <C>           <C>
                                                                Time         Periods
                                                     1 year     3 years      5 years      10 years


AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.
   AIM V.I. Capital Appreciation Fund               $74.02      $108.57      $145.24     $247.19

   AIM V.I. Value Fund                              $73.92      $108.28      $144.75     $246.17

COVA SERIES TRUST
Managed by J.P. Morgan Investment Management Inc.
   Select Equity Portfolio                          $75.82      $114.05      $154.50      $266.26

   Small Cap Stock Portfolio                        $78.29      $121.50      $167.01      $291.73

   International Equity Portfolio                   $77.91      $120.36      $165.10      $287.86

   Quality Bond Portfolio                           $73.83      $107.99      $144.26      $245.16

   Large Cap Stock Portfolio                        $74.78      $110.88      $149.15      $255.27

Managed by Lord, Abbett & Co.
   Bond Debenture Portfolio                         $75.73      $113.76      $154.01      $265.27

   Mid-Cap Value Portfolio                          $79.99      $126.62      $175.58      $308.94

   Large Cap Research  Portfolio                    $79.99      $126.62      $175.58      $308.94

   Developing Growth Portfolio                      $79.04      $123.78      $170.83      $299.42

   Lord Abbett Growth and Income Portfolio          $74.49      $110.01      $147.69      $252.24

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset Management Company
   Money Market Fund                                $69.59      $ 95.01      $122.20      $198.80

TEMPLETON VARIABLE PRODUCTS SERIES FUND,
CLASS 1 SHARES
Managed by Franklin Advisers, Inc.
   Franklin Small Cap Investments Fund              $77.15      $118.07      $161.26      $280.06

   Franklin Growth Investments Fund                 $77.15      $118.07      $161.26      $280.06

Managed by Templeton Investment Counsel, Inc.

   Templeton International Fund                     $75.82      $114.05      $154.50      $266.26

   Templeton Stock Fund                             $76.11      $114.91      $155.95      $269.24

   Templeton Bond Fund                              $74.59      $110.30      $148.17      $253.25


</TABLE>

EXPLANATION OF FEE TABLE

     1. You may be entitled  to a reduced  sales  charge if: 1) you  indicate in
writing that you will make additional  purchase payments to your contract during
a 13-month  period;  and 2) if the amount of the  owner's  investment  (purchase
payments plus contract value) falls within certain dollar ranges. See "Expenses"
for a discussion of how the sales charge is determined.

     2. Cova will not charge you the transfer fee even if there are more than 12
transfers  in a year if the  transfer  is under the  Dollar  Cost  Averaging  or
Automatic Rebalancing 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.


THE ANNUITY CONTRACT

This  Prospectus  describes  the Series A 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
one month  after we issue your  contract.  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  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  account  assets of
Cova.  If you  select  the fixed  account,  the  amount of money you are able to
accumulate in your contract during the accumulation phase depends upon the total
interest  credited  to your  contract.  The amount of the annuity  payments  you
receive  during the income phase from the fixed account  portion of the contract
will remain level for the entire income phase.

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

ANNUITY PAYMENTS (THE INCOME PHASE)

Selecting an 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 must begin by the first day of a calendar month  following the
annuitant's  85th  birthday or 10 years from the date the  contract  was issued,
whichever is later.

Annuity Payments

Unless you designate another person to receive the annuity  payments,  Cova will
pay you the 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 (fixed annuity payout);

       the investment portfolio(s) (variable annuity payout); 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 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  assumed  investment  rate  (AIR),  your
annuity payments will increase.  Similarly,  if the performance is less than the
AIR, your annuity  payments will  decrease.  Currently,  the AIR is 3%. Cova may
change the AIR or add AIRs in the future.

Annuity  payments  will be  paid in  monthly  installments  or at any  frequency
acceptable to Cova. Each annuity  payment will be reduced by a pro-rata  portion
of the contract maintenance charge. (See "Expenses").

Annuity  payments  are made  monthly  unless you have less than  $5,000 to apply
toward a payment.  In that case,  Cova may pay 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.

Selecting an Annuity Option

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

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  periodic  annuity
payments 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 periodic annuity payments 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.  If you do not  want to  receive  annuity
payments, you can ask us for a single lump sum.

OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
periodic  annuity payments 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.

PURCHASE

PURCHASE PAYMENTS

A purchase  payment is the money you give us to purchase the contract.  When you
make a purchase  payment (we call this the "gross  purchase  payment"),  we will
deduct the sales charge and any  applicable  premium taxes before we allocate it
to the investment  portfolio(s)  and/or the fixed account (we call this the "net
purchase payment"). See "Expenses" for a discussion of the sales charge.

The minimum gross purchase payment 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 gross purchase  payment we will accept is $2,000.  The maximum gross
purchase  payments we accept are $1 million without our prior approval.  You can
make additional gross purchase  payments of $500 or more to any type of contract
any time during the accumulation phase.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a contract,  we will allocate your net 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.  Currently, you may
allocate your money to any of the investment portfolios. Cova reserves the right
to limit the number of investment  portfolios  you may invest in at any one time
in the future.  There is a $500  minimum  allocation  requirement  for the fixed
account and for each investment portfolio.

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.  Cova will refund the  contract  value plus the sales
charge  determined as of the business day that the refund is made,  which may be
less than your gross purchase payment. If you are 60 or older when we issue your
contract,  you can cancel it within 30 days from the date you  received it for a
refund  of the  value  of your  contract  plus  the  sales  charge.  If you have
purchased  the  contract  as an IRA,  we may be  required  to refund  your gross
purchase  payment if you  decide to cancel  your  contract  within 10 days after
receiving it.

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  business 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 the mortality and expense risk charge 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 business day to
business 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 net 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 from you. The amount of the
net  purchase  payment  is  $5,000.  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.

INVESTMENT OPTIONS

The contract offers 18 investment portfolios which are listed below.  Additional
investment portfolios may be available in the future.

The  investment  objectives  and policies of certain  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.

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 that it provides to the portfolios.

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.


AIM VARIABLE INSURANCE FUNDS, INC.

AIM  Variable  Insurance  Funds,  Inc. is a management  investment  company 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. Value Fund

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.  Each investment portfolio has a different investment
objective.  Cova Advisory has engaged  sub-advisers to provide investment advice
for the individual  investment  portfolios.  The following investment portfolios
are available under the contract:

J.P.  MORGAN  INVESTMENT  MANAGEMENT  INC. IS THE  SUB-ADVISER  TO THE FOLLOWING
PORTFOLIOS:

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

LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

Bond Debenture Portfolio
Mid-Cap Value Portfolio
Large Cap Research Portfolio
Developing Growth 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

TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton  Variable  Products  Series  Fund  is  a  mutual  fund  with  multiple
portfolios. Templeton Variable Products Series Fund issues two classes of shares
- - Class 1 and Class 2. Only shares of Class 1 are available under your contract.
Franklin  Advisers,  Inc.  is the  investment  manager  of the  Franklin  Growth
Investments  Fund  and  the  Franklin  Small  Cap  Investments  Fund.  Templeton
Investment   Counsel,   Inc.  is  the   investment   manager  of  the  Templeton
International  Fund, the Templeton  Bond Fund and the Templeton  Stock Fund. The
following portfolios are available under the contract:

Franklin Small Cap Investments Fund
Franklin Growth Investments Fund *
Templeton International Fund
Templeton Stock Fund
Templeton Bond Fund

* Effective  December 15, 1999 the fund's name changed to Franklin Large Cap
Growth Investments Fund and its principal  strategies and risks were restated
to those of investing primarily in large cap growth companies.

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.

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

     1. The minimum  amount  which you can transfer is $500 or your entire value
in the  investment  portfolio or fixed  account.  The minimum  amount which must
remain in an investment  portfolio  and/or the fixed account after a transfer is
$500.

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

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

     4. We will process your transfer as of the end of the business day when our
Service  Office  receives an  acceptable  transfer  request  which  contains all
required  information  (including the amount which is to be transferred  and the
investment portfolio(s) and/or fixed account involved in the transfer).

     5.  Neither  Cova nor its Service  Office is liable for a transfer  made in
accordance with your instructions.

     6. Cova reserves the right to restrict the number of transfers per year and
to restrict transfers from being made on consecutive business days.

     7.  Your  right  to make  transfers  is  subject  to  modification  if Cova
determines,  in Cova's sole  opinion,  that the  exercise of the right by one or
more owners is or would be to the disadvantage of other owners. Restrictions may
be applied in any manner reasonably  designed to prevent any use of the transfer
right which is considered by Cova to be to the  disadvantage of other owners.  A
modification  could  be  applied  to  transfers  to or  from  one or more of the
investment portfolios and could include, but not be limited to:

     the requirement of a minimum time period between each transfer;

     not  accepting a transfer  request  from an agent  acting  under a power of
     attorney on behalf of more than one owner; or

     limiting the dollar amount that may be  transferred  between the investment
     portfolios by an owner at any one time.

     8.  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 a fixed annuity payout
to a variable  annuity  payout,  but you can  transfer  from a variable  annuity
payout to a fixed annuity payout at any time.

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.

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.

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.

Cova reserves the right,  without  notice,  to modify,  terminate or suspend the
Dollar Cost Averaging Program.  Cova does not currently charge for participating
in this program.

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

AUTOMATIC REBALANCING PROGRAM

Once your money has been allocated 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 business day after the end of the period you selected.  The
Automatic  Rebalancing  Program is available only during the accumulation phase.
Cova does not currently charge for participating in this 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 had chosen to have your  holdings  rebalanced
quarterly,  on the first business day of the next quarter,  Cova would sell some
of your units in the Quality  Bond  Portfolio to bring its value back to 40% and
use the money to buy more units in the Select Equity Portfolio to increase those
holdings to 60%.

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 or more 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.  Cova may  limit  further  purchases  in an  investment
portfolio if it deems the investment inappropriate.

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:

MORTALITY AND EXPENSE RISK CHARGE

This charge is equivalent, on an annual basis, to .85% of the daily value of the
contracts  invested in an  investment  portfolio,  after fund expenses have been
deducted.  This charge is for all the  insurance  benefits  e.g.,  guarantee  of
annuity rates, the death benefits, for certain expenses of the contract, and for
assuming the risk (expense risk) that the current  charges will be  insufficient
in the future to cover the cost of  administering  the contract.  This charge is
also for  administrative  expenses.  Cova may use any profits it makes from this
charge to pay for the costs of distributing the contract.


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 out of each annuity payment.

SALES CHARGE

Cova deducts a sales charge from a gross purchase  payment before the payment is
allocated to an investment portfolio and/or the fixed account. The amount of the
sales charge depends on the "owner's investment." The owner's investment for the
initial  purchase  payment  equals  the  amount of the  initial  gross  purchase
payment.  The owner's  investment for subsequent  purchase  payments  equals the
gross subsequent purchase payment and the value of your contract on the day Cova
receives the subsequent gross purchase payment. The charge is:

<TABLE>
<CAPTION>
<S>                                     <C>

                                       Sales Charge (as a
                                       percentage of gross
Owner's Investment                     purchase payment)
- --------------------                   --------------------

Less than $50,000                            5.75%
$50,000-$99,999.99                           4.50%
$100,000-$249,999.99                         3.50%
$250,000-$499,999.99                         2.50%
$500,000-$999,999.99                         2.00%
$1,000,000 or greater                        1.00%

</TABLE>

HOW TO REDUCE THE SALES CHARGE

     You may be able to lower the sales charge you pay by  indicating in writing
the  amount of gross  purchase  payments  you  intend to make  during a 13 month
period. You have 13 months from the date Cova receives the written indication to
make the  purchase  payments  you chose as your goal.  We will  deduct the sales
charge based on the total of the purchase  payments intended to be made plus the
value of your contract on the date the first  purchase  payment is made. You are
not obligated to reach your purchase payment goal. If you do not make the amount
of purchase payments you indicated during the 13-month period, we will deduct an
additional  charge from your contract in the 14th month based on: (1) the actual
gross  purchase  payments  made during the 13 months;  plus (2) the value of the
contract on the date the first gross  purchase  payment was made. Any additional
sales  charge  will be  deducted  during  the 14th  month  from  the  investment
portfolios  and the fixed  account  in the ratio  that they bear to the value of
your  contract.  Cova  reserves the right to modify,  suspend or terminate  this
feature at any time.

In addition,  Cova will reduce or eliminate  the amount of the sales 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 may not  deduct a sales  charge  under a  contract  issued  to an  officer,
director or employee of Cova or any of its affiliates.

PREMIUM TAXES

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

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your contract. If you make more than 12 transfers a year, we will deduct a
transfer  fee of $25 per  transfer.  We will  deduct the  transfer  fee from the
investment portfolio and/or the fixed account from which the transfer is made or
from the amount  transferred  if the entire amount in the  investment  portfolio
and/or the fixed account is transferred.

If the transfer is part of the Dollar Cost  Averaging  Program or the  Automatic
Rebalancing 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 fund prospectuses.

TAXES

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

ANNUITY CONTRACTS IN GENERAL

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

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

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

When a non-qualified contract is owned by a non-natural person (e.g.,corporation
or certain  other  entities  other than 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  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.

ACCESS TO YOUR MONEY

You can have access to the money in your  contract:

       by making a withdrawal (either a partial or a complete withdrawal);

       by electing to receive annuity payments;  or

       when a death benefit is paid to your  beneficiary.

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.

When you make a complete  withdrawal  you will receive the value of the contract
on the day you made the withdrawal,  less any contract  maintenance charge. Cova
will pay the amount of a withdrawal from the investment portfolios within 7 days
of the  withdrawal  request  unless the  Suspension  of  Payments  or  Transfers
provision is in effect (see below).

Unless you instruct Cova in advance  otherwise,  any partial  withdrawal will be
made pro rata from all the investment  portfolios  and the fixed account.  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 or the fixed account.

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.

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.

SYSTEMATIC WITHDRAWAL PROGRAM

You may use the Systematic  Withdrawal Program.  This program provides automatic
monthly payments to you. Cova does not charge for participation in this program,
but reserves the right to charge in the future.

INCOME TAXES,  TAX PENALTIES  AND CERTAIN  RESTRICTIONS  MAY APPLY TO SYSTEMATIC
WITHDRAWALS.

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  mortality  and expense risk
charge and the  operating  expenses of the  portfolios.  It does not reflect the
deduction of any applicable  contract  maintenance  charge and sales charge. The
deduction of any applicable  contract  maintenance charge and sales charge 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 sales  charge,  mortality and expense risk charge,  contract  maintenance
charge and the operating expenses of the portfolios.

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.

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

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

DEATH BENEFIT

UPON YOUR DEATH

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

If you, or a joint owner, who is not the annuitant, die during the income phase,
any remaining  payments  under the annuity option elected will continue at least
as rapidly as under the method of  distribution  in effect at your death. If you
die  during the  income  phase,  the  beneficiary  will  become the owner of the
contract.

At the time you buy the contract,  you can select the Annual  Step-Up  Option or
the Five Year Step-Up with 4% Accumulation  Option. If you do not choose a death
benefit  option on the forms provided by Cova, the Annual Step-Up Option will be
your death benefit.

The death  benefits are described  below.  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.

ANNUAL STEP-UP OPTION:

The death  benefit will be the greatest of:

     1. Gross purchase payments less any withdrawals; or

     2. The value of your contract  determined on the business day following the
day when Cova receives both due proof of death and an election for payment; or

     3. The greatest contract value (as explained below).

The greatest  contract value is evaluated at each contract  anniversary prior to
the date of your or your joint owner's death.  On the contract  anniversary,  if
the current  contract value exceeds the greatest  contract  value,  the greatest
contract  value will be increased to the current  value of your  contract.  If a
purchase payment is made, the amount of the gross purchase payment will increase
the greatest  contract  value.  If a withdrawal is made,  the greatest  contract
value will be reduced by the amount withdrawn.

After you or your joint owner  attains age 80, the  greatest  contract  value is
evaluated at each contract anniversary on or before your, or your joint owner's,
80th birthday. On the contract anniversary on or before your, or your joint
owner's, 80th birthday, if the current  contract value exceeds the greatest
contract  value,  the greatest contract value will be increased to the current
contract  value.  If a purchase payment is made,  the amount of the gross
purchase  payment  will  increase the greatest  contract value.  If a withdrawal
is made, the greatest  contract value will be reduced by the amount withdrawn.

FIVE YEAR STEP-UP WITH 4% ACCUMULATION OPTION:

The death  benefit will be the greatest of:

     1. Gross purchase  payments,  less any withdrawals made on or before you or
your joint owner's 80th birthday,  accumulated at an effective annual rate of 4%
until the owner's or joint owner's 80th birthday or death;  plus any  subsequent
gross purchase  payments less any subsequent  withdrawals made subsequent to the
owner's or a joint owner's 80th birthday; or

     2. The value of your contract  determined on the business day following the
day when Cova receives both due proof of death and an election for payment; or

     3. The greatest of the values of your  contract  resulting  from taking the
contract value on any 5 year contract  anniversary  while the owner,  or a joint
owner is living,  on or before your, or your joint owner's 80th  birthday,  plus
any gross purchase  payments you made  subsequent to that contract  anniversary,
less any withdrawals subsequent to that contract anniversary.

In certain states,  one or both of the death benefit options described above may
not be  available.  Check  your  contract  for  your  applicable  death  benefit
provision.

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.

The amount of the death  benefit is determined as of the end of the business day
during  which  Cova  receives  both due proof of death and an  election  for the
payment  option.  The death benefit amount remains in the investment  portfolios
and/or the fixed account until distribution  begins.  From the time we determine
the  death  benefit  until we make a  complete  distribution,  any  amount in an
investment  portfolio  will be subject to investment  risk which is borne by the
beneficiary.

DEATH OF ANNUITANT

If the  annuitant,  not an owner or joint  owner,  dies during the  accumulation
phase, you, as the owner automatically become the annuitant.  You can name a new
annuitant,  subject to Cova's  administrative rules then in effect. 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 during the income phase,  the death benefit,  if
any, will be as provided for in the annuity option  selected and will be paid at
least  as  rapidly  as  under  the  method  of  distribution  in  effect  at the
annuitant's death.

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  ("General  American Life") purchased Cova which on that date
changed its name to Cova Financial Life Insurance  Company. On January 6, 2000,
Metropolitan Life Insurance Company (MetLife) acquired GenAmerica Corporation,
the ultimate parent company of Cova Financial Services Life Insurance Company
(Cova Life), the parent company of Cova.  The acquisition of GenAmerica
Corporation does not affect policy benefits or any other terms or conditions
under your contract.

MetLife, headquartered in New York City since 1868, is a leading provider of
insurance and financial products and services to individual and group customers.

Cova is  licensed to do  business  in the State of California.



THE SEPARATE ACCOUNT

Cova has  established a separate  account,  Cova Variable  Annuity  Account Five
(Separate  Account),  to hold the assets that underlie the contracts (except the
assets allocated to the fixed account). The Board of Directors of Cova adopted a
resolution to establish the Separate  Account  under  Missouri  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 ranging up to 5.0% of purchase payments,
depending  on the size of the  purchase  payment.  Commissions  are reduced once
certain  breakpoints in purchase payments and/or contract value are achieved for
a contract. In addition, broker-dealers will be paid annual trail commissions in
the  amount  of .25%  of  purchase  payments,  beginning  in year 2.  Additional
compensation   will  be  paid  through  a  marketing  fee  and  asset-based  fee
arrangements.

OWNERSHIP

OWNER. You, as the owner of the contract, have all the interest and rights under
the  contract.  The owner is as  designated  at the time the contract is issued,
unless  changed.   You  can  change  the  owner  at  any  time.  A  change  will
automatically revoke any prior designation of an owner.

The change must be:

       made in writing; and
       received at Cova's Service Office.

The change will  become  effective  as of the date when the  written  request is
signed.  A new  designation of owner will not apply to any payment Cova makes or
action it takes before it receives the change.

JOINT OWNER. The contract can be owned by joint owners.  Any joint owner must be
the  spouse of the  other  owner  (except  in  states  which do not  allow  this
limitation on joint owners). Upon the death of either joint owner, the surviving
joint owner will be the primary 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.  Joint owners
must both authorize exercising any ownership rights (except telephone transfers)
unless Cova permits otherwise.

ANNUITANT

The annuitant is the person whose life we look to when we make annuity payments.
You may change the  annuitant  at any time prior to the annuity  date unless the
contract is owned by a non-natural person (e.g. a corporation).  On or after the
annuity date, any reference to the annuitant includes any joint annuitant.

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 by written  request at
Cova's  Service  Office.  The change is  effective as of the date you signed the
notice.

ASSIGNMENT

You can assign the contract at any time before the annuity  date.  Cova will not
be  bound  by the  assignment  until  it  receives  the  written  notice  of the
assignment  at its  Service  Office.  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 consolidated financial statements of Cova and the Separate Account have been
included in the Statement of Additional Information.



         TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Company

Experts

Legal Opinions

Distribution

Calculation of Performance Information

Federal Tax Status

Annuity Provisions

Financial Statements


                                  APPENDIX

PERFORMANCE INFORMATION

FUTURE  PERFORMANCE  WILL  VARY  AND  THE  RESULTS  SHOWN  ARE  NOT  NECESSARILY
REPRESENTATIVE OF FUTURE RESULTS.

PART 1 SEPARATE ACCOUNT PERFORMANCE

     Column A presents  performance  figures  for the  accumulation  units which
     reflect the  mortality  and expense risk charge,  the contract  maintenance
     charge,  the sales  charge,  and the fees and  expenses  of the  investment
     portfolio.  The performance shown in Column A is standardized average
     annual total return performance calculated according to SEC requirements.

     Column B presents  performance  figures  for the  accumulation  units which
     reflect the  mortality  and expense  risk charge as well as the expenses of
     the investment portfolio.

     The  inception  dates shown below  reflect the dates the  Separate  Account
     first invested in the Portfolio.  The performance  returns for accumulation
     units  investing in the  portfolios in existence for less than one year are
     not annualized.

<TABLE>
<CAPTION>
PART 1 AIM VARIABLE INSURANCE FUNDS, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999
<S>                        <C>                      <C>       <C>        <C>            <C>          <C>         <C>
                                                                  Accumulation
                                                  Column A        Unit Performance
                                                 (reflects                               Column B
                                                 all charges                           (reflects mortality
                                                                                     and expense risk charge
                                                  and                                  and portfolio
                         Separate Account        portfolio                               expenses)
                         Inception Date          expenses)
Portfolio                in Portfolio            1 yr                    since           1 yr                    since
- -----------------        ----------------        ----------              -------------   ----------              ----------
                                                                         inception                               inception
                                                                         -------------                           ----------

AIM VI Capital
  Appreciation Fund        12/31/97               23.21%                    9.78%          30.82%                  13.68%

AIM VI Value Fund          12/31/97               30.68%                   18.84%          38.76%                  23.05%
</TABLE>

PART 1 COVA SERIES TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
<S>                        <C>                      <C>       <C>        <C>            <C>          <C>         <C>
                                                                  Accumulation
                                                               Unit Performance
                                                                                         Column B
                                                 Column A                          (reflects mortality
                                              (reflects all                         and expense risk charge
                                               charges and                           and portfolio
                         Separate Account       portfolio                               expenses)
                         Inception Date         expenses)
Portfolio                in Portfolio            1 yr                    since           1 yr                    since
- -----------------        ----------------        ----------              -------------   ----------              ----------
                                                                         inception                               inception
                                                                         -------------                           ----------

Select Equity Portfolio      5/15/96              10.03%                  13.52%           16.83%                  15.63%
Small Cap Stock Portfolio    5/15/96              14.93%                   5.76%           22.03%                   7.72%
International Equity
   Portfolio                 5/14/96              20.59%                   7.86%           28.04%                   9.86%
Quality Bond Portfolio       5/20/96              -8.15%                   3.41%           -2.48%                   5.33%
Large Cap Stock Portfolio    5/16/96              20.37%                  21.11%           27.80%                  23.36%
Bond Debenture Portfolio     5/20/96              -2.33%                   6.95%            3.70%                   8.93%
Mid-Cap Value Portfolio      11/7/97               8.82%                    .60%           15.54%                   3.59%
Large Cap Research Portfolio 2/17/98              22.07%                   9.61%           29.61%                  12.87%
Developing Growth  Portfolio 11/7/97              28.36%                   6.23%           36.29%                   9.39%
Lord Abbett Growth and
   Income Portfolio          1/8/99                 -                     -5.59%             -                      0.24%


</TABLE>

PART 1 GENERAL AMERICAN CAPITAL COMPANY
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>

<S>                        <C>                      <C>           <C>            <C>          <C>         <C>
                                                                  Accumulation
                                                               Unit Performance
                                                                                         Column B
                                                 Column A                          (reflects mortality
                                              (reflects all                         and expense risk charge
                                               charges and                           and portfolio
                         Separate Account       portfolio                               expenses)
                         Inception Date         expenses)
Portfolio                in Portfolio            1 yr              since           1 yr            since
- -----------------        ----------------        ----------       -------------   ----------      ----------
                                                                  inception                       inception
                                                                  -------------                   ----------

Money Market  Fund         12/4/97               -1.85%              2.62%          4.21%           4.58%

PART 1 TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999
<S>                        <C>                      <C>       <C>        <C>            <C>          <C>         <C>
                                                                  Accumulation
                                                               Unit Performance
                                                                                         Column B
                                                 Column A                          (reflects mortality
                                              (reflects all                         and expense risk charge
                                               charges and                           and portfolio
                         Separate Account       portfolio                               expenses)
                         Inception Date         expenses)
Portfolio                in Portfolio            1 yr                    since           1 yr                    since
- -----------------        ----------------        ----------              -------------   ----------              ----------
                                                                         inception                               inception
                                                                         -------------                           ----------

Franklin Small Cap
 Investments Fund              3/1/99               -                     19.76%            -                      27.18%
Franklin Growth                                                                             -
 Investments Fund              3/1/99               -                      9.60%                                   16.38%
Templeton International Fund   9/21/98              16.26%                -4.70%           23.44%                  -0.52%
Templeton Stock Fund           3/2/99               -                      1.47%            -                       7.75%
Templeton Bond Fund            3/1/99               -                     -7.65%            -                      -1.94%

</TABLE>

PART 2  HISTORICAL FUND PERFORMANCE

Shares of certain  portfolios  have been offered  prior to the time the Separate
Account  first  invested in them and therefore  have an  investment  performance
history.  In order to show how  investment  performance  of  certain  portfolios
affect accumulation unit values, we have developed performance information.

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

     The performance  figures in Column A for the portfolio reflect the fees and
     expenses paid by the portfolio.

     Column B presents  performance  figures  for the  accumulation  units which
     reflect the  mortality  and expense risk charge,  the contract  maintenance
     charge, the sales charge and the expenses of the portfolio.

     Column C presents  performance  figures  for the  accumulation  units which
     reflect  the  mortality  and  expense  risk  charge as well as the fees and
     expenses of the portfolio.

<TABLE>
<CAPTION>
PART 2
AIM VARIABLE INSURANCE FUNDS, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999:

<S>                  <C>             <C>   <C>       <C>           <C>       <C>           <C>          <C>          <C>     <C>
                                           Fund    Performance       Accumulation   Unit     Performance
                                           Column A                  Column   B                        Column C
                                                                   (reflects all               (reflects mortality and
                    Portfolio                                       charges and                 expense risk charge and
                    Inception                                       portfolio expenses)         portfolio expenses)
Portfolio           Date          1 yr     5 yrs        10 yrs     1 yr    5 yrs         10 yrs         1 yr      5 yrs     10 yrs
- ----------------    ---------    -------   ------  ------------  -------  -----------    -------------  -------  ---------  --------



AIM V.I. Capital
 Appreciation Fund    5/5/93     32.11%    18.15%     17.56%     23.21%     16.02%         15.69%         30.82%   17.30%    16.71%
AIM V.I. Value Fund   5/5/93     40.15%    22.94%     20.96%     30.68%     20.81%         19.09%         38.76%   22.09%    20.11%
</TABLE>

<TABLE>
<CAPTION>
PART 2 COVA SERIES TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999
<S>                        <C>                      <C>       <C>        <C>            <C>          <C>         <C>
                                              Fund Performance                       Accumulation
                                                                                   Unit Performance
                                                                                                       Column C
                                                  Column A             Column B                        (reflects mortality and
                                                                      (reflects all charges            expense risk charge and
                                                                       and portfolio                   portfolio expenses)
                                                                       expenses)
                         Portfolio
Portfolio                Inception Date           1 yr          since           1 yr         since       1 yr           since
- -----------------        ----------------        ----------     -------------   ----------   ----------  ---------      -----------
                                                                inception                    inception                  inception
                                                                -------------                ----------                 -----------

Lord Abbett Growth and
  Income Portfolio          1/8/99                 -             0.83%            -           -5.59%       -             0.24%
Bond Debenture Portfolio    5/1/96                4.66%          9.91%          -2.33%         6.95%      3.70%          8.93%
Developing Growth
  Portfolio                8/20/97               37.67%         10.24%          28.36%         6.23%     36.29%          9.39%
Large Cap Research
  Portfolio                8/20/97               30.85%         13.74%          22.07%         9.61%     29.61%         12.87%
Mid-Cap Value Portfolio    8/20/97               16.60%          4.34%           8.82%         0.60%     15.54%          3.59%
Quality Bond Portfolio      5/1/96               -1.63%          6.23%          -8.15%         3.41%     -2.48%          5.33%
Small Cap Stock Portfolio   5/1/96               23.11%          8.68%          14.93%         5.76%     22.03%          7.72%
Large Cap Stock Portfolio   5/1/96               29.08%         24.53%          20.37%        21.11%     27.80%         23.36%
Select Equity Portfolio     5/1/96               17.87%         16.70%          10.03%        13.52%     16.83%         15.63%
International Equity
  Portfolio                 5/1/96               29.28%         10.87%          20.59%         7.86%     28.04%          9.86%
</TABLE>

PART 2 GENERAL AMERICAN CAPITAL COMPANY MONEY MARKET FUND
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999:
<TABLE>
<CAPTION>
<S>                  <C>             <C>   <C>       <C>           <C>       <C>           <C>          <C>          <C>     <C>
                                           Fund    Performance       Accumulation   Unit     Performance
                                           Column A                  Column   B                        Column C
                                                                   (reflects all               (reflects mortality and
                    Portfolio                                       charges and                 expense risk charge and
                    Inception                                       portfolio expenses)         portfolio expenses)
Portfolio           Date          1 yr     5 yrs        10 yrs     1 yr    5 yrs         10 yrs         1 yr      5 yrs     10 yrs
- ----------------    ---------    -------   ------  ------------  -------  -----------    -------------  -------  ---------  --------


Money Market Fund    10/1/87       5.12%     5.57%      5.44%     -1.85%     3.44%          3.90%          4.21%    4.72%     4.59%

TEMPLETON VARIABLE PRODUCTS SERIES FUND, CLASS 1 SHARES
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED SEPTEMBER 30, 1999:

<S>                  <C>             <C>   <C>       <C>           <C>       <C>           <C>          <C>          <C>     <C>
                                           Fund    Performance       Accumulation   Unit     Performance
                                           Column A                  Column   B                        Column C
                                                                   (reflects all               (reflects mortality and
                    Portfolio                                       charges and                 expense risk charge and
                    Inception                                       portfolio expenses)         portfolio expenses)
Portfolio           Date          1 yr     5 yrs        10 yrs     1 yr    5 yrs         10 yrs         1 yr      5 yrs     10 yrs
- ----------------    ---------    -------   ------  ------------  -------  -----------    -------------  -------  ---------  --------

Templeton
 International Fund    5/1/92      24.62%    13.30%     13.95%     16.26%    11.17%         12.20%         23.44%   12.45%    13.10%
Templeton Stock Fund   8/24/88     27.47%    12.79%     11.76%     20.77%    10.66%         10.22%         26.62%   11.94%    10.91%
Templeton Bond Fund   8/24/88      -1.94%     5.62%      6.31%     -8.64%     3.49%          4.77%         -2.79%    4.77%     5.46%
Franklin Small Cap
 Investments Fund     5/1/98       51.70%      -        10.65%     45.00%      -             5.61%         50.85%     -        9.80%
Franklin Growth
 Investments Fund     5/1/98       37.81%      -        21.98%     31.11%      -            16.94%         36.96%     -       21.13%

</TABLE>


- ---------------------------
- ---------------------------                                            STAMP
- ---------------------------


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




     Please send me, at no charge, the Statement of Additional Information dated
     February __, 2000 for the Series A Annuity Contract issued by Cova.


                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                                       AND

                      COVA FINANCIAL LIFE INSURANCE COMPANY



THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH THE  PROSPECTUS  DATED FEBRUARY ___, 2000 FOR THE
SERIES A  INDIVIDUAL  FIXED AND  VARIABLE  DEFERRED  ANNUITY  CONTRACT  WHICH IS
DESCRIBED HEREIN.

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

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED FEBRUARY __, 2000.


                              TABLE OF CONTENTS


                                                         Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION

REDUCTION OR ELIMINATION OF SALES CHARGE

CALCULATION OF PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies

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

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

FINANCIAL STATEMENTS

                                   COMPANY



Cova   Financial  Life   Insurance   Company  (the   "Company")  was  originally
incorporated  on  September  6,  1972 as  Industrial  Indemnity  Life  Insurance
Company,  a  California  corporation  and changed its name on January 1, 1986 to
Xerox Financial Life Insurance Company.  The Company presently is licensed to do
business in the state of California.  On June 1, 1995 a wholly-owned  subsidiary
of General American Life Insurance Company  ("General  American Life") purchased
Xerox Financial  Services Life Insurance Company ("Xerox Life"), an affiliate of
the Company,  from Xerox Financial Services,  Inc. The acquisition of Xerox Life
included related companies,  including the Company.  On June 1, 1995 the Company
changed its name to Cova Financial Life Insurance  Company. On January 6, 2000,
Metropolitan Life Insurance Company (MetLife) acquired GenAmerica Corporation,
the ultimate parent company of Cova Financial Services Life Insurance Company
(Cova Life), the parent company of Cova.  The acquisition of GenAmerica
Corporation does not affect policy benefits or any other terms or conditions
under your contract.

Cova is  licensed to do  business  in the State of California.


                                   EXPERTS

The  balance  sheets of the Company as of  December  31, 1998 and 1997,  and the
related statements of income,  shareholder's  equity, and cash flows for each of
the years in the three-year period ended December 31, 1998, and the statement of
assets and liabilities of the Separate  Account as of December 31, 1998, and the
related  statement of operations  for the year then ended and the  statements of
changes in net assets for the two years then ended, have been included herein in
reliance upon the reports of KPMG LLP, independent certified public accountants,
appearing  elsewhere  herein,  and upon the authority of said firm as experts in
accounting and auditing.


                                LEGAL OPINIONS

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

                                 DISTRIBUTION

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


                REDUCTION OR ELIMINATION OF THE SALES CHARGE

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

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

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

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

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

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

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

                     CALCULATION OF PERFORMANCE INFORMATION

Total Return

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

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a .95% Mortality and Expense Risk Charge,  the Sales Charge and the
expenses  for the  underlying  investment  portfolio  being  advertised  and any
applicable Contract Maintenance Charge.

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

                                         n
                               P (1  + T)  =  ERV
<TABLE>
<CAPTION>
<S>  <C>  <C>
Where:
P    =  a hypothetical initial payment of $1,000
T    =  average annual total return
n    =  number of years
ERV  =  ending redeemable value at the end of the time periods
        used (or fractional portion thereof) of a hypothetical
        $1,000 payment made at the beginning of the time
        periods used.
</TABLE>

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

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

Historical Unit Values

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

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

Reporting Agencies

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

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

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

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


                             FEDERAL TAX STATUS

GENERAL

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

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

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

DEATH BENEFITS

Any death  benefit paid under the Contract are taxable to the  beneficiary.  The
rules governing the taxation of payments from an annuity contract,  as discussed
above,  generally  apply to the payment of death  benefits and depend on whether
the death benefits are paid as a lump sum or as annuity  payments.  Estate taxes
may also apply.

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

QUALIFIED PLANS

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

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

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

a.     Tax-Sheltered Annuities

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

b.     Individual Retirement Annuities

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

       Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

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

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

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

c.     Pension and Profit-Sharing Plans

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

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

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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

                              ANNUITY PROVISIONS

VARIABLE ANNUITY

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the  applicable  investment  portfolio(s)  of the  Separate  Account.  At the
Annuity Date, the Contract Value in each investment portfolio will be applied to
the  applicable  Annuity  Tables.  The  Annuity  Table used will depend upon the
Annuity  Option  chosen.  On the Annuity Date, a fixed number of Annuity Units
will be purchased as follows:

The first Annuity  Payment is equal to A divided first by B then multiplied by C
where:

   A.  is the Variable Annuity Value.
   B.  is $1,000.
   C.  is the appropriate Annuity Payment amount for each $1,000 of Variable
       Annuity Value for the Annuity Option elected.

Each  Annuity  Payment  will be  reduced  by a pro rata  portion  of the  annual
Contract  Maintenance  Charge.  In each Subaccount,  the fixed number of Annuity
Units is  determined  by  dividing  the amount of the  initial  Annuity  Payment
determined  for each  Subaccount  by the Annuity Unit value on the Annuity Date.
Thereafter,  the number of Annuity Units in each  Subaccount  remains  unchanged
unless  you  elect  a  transfer  between  Subaccounts.   All  calculations  will
appropriately reflect the Annuity Payment frequency selected.

On the date of each subsequent Annuity Payment, the total Annuity Payment is the
sum  of the  Annuity  Payments  for  each  Subaccount  reduced  by the  Contract
Maintenance  Charge.  The Annuity  Payment in each  Subaccount  is determined by
multiplying the number of Annuity Units then allocated to such Subaccount by the
Annuity Unit value for that Subaccount.

The dollar amount of Variable  Annuity  Payments for each applicable  Subaccount
after the first is determined as follows:

1) the dollar  amount of the first  Variable  Annuity  Payment is divided by the
Annuity Unit Value for each applicable Subaccount as of the Annuity Date.

2) the  established  number of Annuity  Units per payment in each  Subaccount is
multiplied by the Annuity Unit value for that  Subaccount  for the last business
day of the month  preceding  the month for which the payment is due. This result
is the dollar amount of the payment for each applicable Subaccount.

ANNUITY UNIT

The value of an Annuity Unit for each sub-account was arbitrarily set initially.
This was done when the first  investment  portfolio  shares were purchased.  The
Subaccount  Annuity  Unit  value at the end of any  subsequent  business  day is
determined by multiplying the Subaccount  Annuity Unit value for the immediately
preceding  business day by the net  investment  factor for the day for which the
Annuity  Unit Value is being  calculated;  and dividing the result by the factor
equivalent to the Assumed  Investment  Rate for the period from the  immediately
preceding  business day to the current business day. The Assumed Investment Rate
is 3%.

NET INVESTMENT FACTOR

The net  investment  factor for any  Subaccount of the Variable  Account for any
business day is determined by dividing:

1) the Accumulation Unit Value as of the close of the current business day; by

2) the  Accumulation  Unit  Value as of the close of the  immediately  preceding
business day.

The net  investment  factor may be greater or less than one, as the Annuity Unit
Value may increase or decrease.

FIXED ANNUITY

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

MORTALITY AND EXPENSE GUARANTEE

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


                             FINANCIAL STATEMENTS

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



COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
Assets:
 Investments:
<S>                                                 <C>                                      <C>                      <C>
   Cova Series Trust (Cova)
    Lord Abbett Growth and Income Portfolio         2,009,113 shares at a net asset value of $21.791180 per share     $ 43,780,931
    Bond Debenture Portfolio                          928,126 shares at a net asset value of $12.007691 per share       11,144,654
    Developing Growth Portfolio                       113,518 shares at a net asset value of $12.276121 per share        1,393,564
    Large Cap Research Portfolio                      118,885 shares at a net asset value of $13.050142 per share        1,551,466
    Mid-Cap Value Portfolio                           114,140 shares at a net asset value of $10.901244 per share        1,244,272
    Quality Bond Portfolio                            726,064 shares at a net asset value of $10.670452 per share        7,747,425
    Small Cap Stock Portfolio                         675,875 shares at a net asset value of $12.783032 per share        8,639,737
    Large Cap Stock Portfolio                       1,660,641 shares at a net asset value of $18.449313 per share       30,637,681
    Select Equity Portfolio                         1,394,338 shares at a net asset value of $14.233562 per share       19,846,396
    International Equity Portfolio                    832,520 shares at a net asset value of $13.710082 per share       11,413,912
   General American Capital Company (GACC):
    Money Market Fund                                  88,790 shares at a net asset value of $19.971255 per share         1,773,252
   Russell Insurance Funds (Russell):
    Multi-Style Equity Fund                           150,241 shares at a net asset value of    $15.32 per share         2,301,685
    Aggressive Equity Fund                             29,785 shares at a net asset value of    $11.80 per share           351,462
    Non-US Fund                                        86,802 shares at a net asset value of    $12.19 per share         1,058,121
    Core Bond Fund                                    198,953 shares at a net asset value of    $10.06 per share         2,001,463
    Real Estate Securities Fund                         2,698 shares at a net asset value of     $8.96 per share            24,176
   AIM Variable Insurance Funds, Inc. (AIM):
    AIM V.I. Value Fund                                50,029 shares at a net asset value of    $28.96 per share         1,448,852
    AIM V.I. Capital Appreciation Fund                 15,106 shares at a net asset value of    $26.84 per share           405,448
    AIM V.I. International Equity Fund                 11,116 shares at a net asset value of    $21.44 per share           238,336
   Alliance Variable Products Series Fund
     Inc. (Alliance):
    Premier Growth Portfolio                           56,332 shares at a net asset value of    $33.27 per share         1,874,174
    Real Estate Investment Portfolio                   23,027 shares at a net asset value of     $8.95 per share           206,090
   Liberty Variable Investment Trust (Liberty):
    Newport Tiger Fund, Variable Series                15,542 shares at a net asset value of     $1.96 per share            30,462
   Goldman Sachs Variable Insurance
     Trust (Goldman Sachs):
    Growth and Income Fund                             20,862 shares at a net asset value of    $10.13 per share           211,331
    International Equity Fund                          24,223 shares at a net asset value of    $12.90 per share           312,481
    Global Income Fund                                  3,241 shares at a net asset value of    $10.18 per share            32,995
   Kemper Variable Series (Kemper):
    Kemper Dreman High Return Equity Portfolio            104 shares at a net asset value of $0.933740 per share                97
    Kemper Small Cap Growth Portfolio                  49,905 shares at a net asset value of $2.026570 per share           101,136
    Kemper Small Cap Value Portfolio                  210,343 shares at a net asset value of $1.037000 per share           218,126
    Kemper Government Securities Portfolio            271,363 shares at a net asset value of $1.158070 per share           314,257
   MFS Variable Insurance Trust (MFS):
    MFS Bond Series                                         9 shares at a net asset value of    $10.97 per share               103
    MFS Research Series                                35,132 shares at a net asset value of    $19.15 per share           672,775
    MFS Growth with Income Series                      63,787 shares at a net asset value of    $19.28 per share         1,229,807
    MFS Emerging Growth Series                         37,040 shares at a net asset value of    $24.47 per share           906,359
    MFS Foreign & Colonial Emerging Markets
     Equity Series                                      4,353 shares at a net asset value of     $6.32 per share            27,513
    MFS High Income Series                             17,158 shares at a net asset value of    $11.20 per share           192,171
    MFS Global Governments Series                         814 shares at a net asset value of    $10.13 per share             8,245

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
Assets, continued:
 Investments, continued:
<S>                                                   <C>                                     <C>                  <C>
   Oppenheimer Variable Account Funds
     (Oppenheimer):
    Oppenheimer Capital Appreciation Fund              2,798 shares at a net asset value of    $38.79 per share       $ 108,538
    Oppenheimer Main Street Growth & Income Fund      13,314 shares at a net asset value of    $22.04 per share         293,450
    Oppenheimer High Income Fund                      15,235 shares at a net asset value of    $10.55 per share         160,729
    Oppenheimer Bond Fund                             57,271 shares at a net asset value of    $11.47 per share         656,898
    Oppenheimer Strategic Bond Fund                   15,329 shares at a net asset value of     $4.85 per share          74,346
   Putnam Variable Trust (Putnam)
    Putnam VT Growth and Income Fund                  52,120 shares at a net asset value of    $26.22 per share       1,366,583
    Putnam VT New Value Fund                           2,434 shares at a net asset value of    $11.67 per share          28,407
    Putnam  VT Vista Fund                             11,971 shares at a net asset value of    $15.93 per share         190,690
    Putnam VT International Growth Fund               64,114 shares at a net asset value of    $15.99 per share       1,025,181
    Putnam VT International New Opportunities Fund     8,167 shares at a net asset value of    $14.83 per share         121,111
   Templeton Variable Products Series Fund
     (Templeton):
    Templeton Bond Fund                                  621 shares at a net asset value of    $10.05 per share           6,238
    Franklin Small Cap Investments Fund               14,267 shares at a net asset value of    $11.29 per share         161,069
    Templeton Stock Fund                               3,977 shares at a net asset value of    $20.78 per share          82,651
    Templeton International Fund                      16,324 shares at a net asset value of    $19.59 per share         319,788
    Templeton Developing Markets Fund                 18,312 shares at a net asset value of     $6.16 per share         112,799
    Mutual Shares Investments Fund                     8,184 shares at a net asset value of    $10.04 per share          82,168
    Franklin Growth Investments Fund                   4,251 shares at a net asset value of    $13.17 per share          55,986
   Variable Insurance Products Fund, Fund II and
     Fund III (Fidelity):
    VIP Growth Portfolio                                 946 shares at a net asset value of    $44.47 per share          42,052
    VIP II Contrafund Portfolio                          297 shares at a net asset value of    $24.84 per share           7,365
    VIP III Growth Opportunities Portfolio               275 shares at a net asset value of    $21.75 per share           5,970
    VIP III Growth & Income Portfolio                  5,005 shares at a net asset value of    $15.98 per share          79,972
    VIP Equity-Income Portfolio                        1,494 shares at a net asset value of    $24.88 per share          37,174
                                                                                                                ----------------
        Total assets                                                                                              $ 158,360,120
                                                                                                                ================
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
Liabilities:
<S>                                                           <C>
    GACC Money Market                                         $ 68
    Russell Multi-Style Equity                                  87
    Russell Aggressive Equity                                   13
    Russell Non-US                                              40
    Russell Core Bond                                           77
    Russell Real Estate Securities                               1
    AIM V.I. Value                                              55
    AIM V.I. Capital Appreciation                               16
    AIM V.I. International Equity                                9
    Alliance Premier Growth                                     71
    Alliance Real Estate Investment                              8
    Liberty Newport Tiger Fund, Variable                       175
    Goldman Sachs Growth and Income                              8
    Goldman Sachs International Equity                          12
    Goldman Sachs Global Income                                  1
    Kemper Small Cap Growth                                      4
    Kemper Small Cap Value                                       8
    Kemper Government Securities                                12
    MFS Research                                                26
    MFS Growth with Income                                      47
    MFS Emerging Growth                                         35
    MFS/Foreign & Colonial Emerging Markets Equity               1
    MFS High Income                                              7
    MFS Global Governments                                       1
    Oppenheimer Capital Appreciation                             4
    Oppenheimer Main Street Growth & Income                     11
    Oppenheimer High Income                                      6
    Oppenheimer Bond                                            25
    Oppenheimer Strategic Bond                                   3
    Putnam VT Growth and Income                                 52
    Putnam VT New Value                                          1
    Putnam VT Vista                                              7
    Putnam VT International Growth                              39
    Putnam VT International New Opportunities                    5
    Templeton Bond                                               1
    Franklin Small Cap Investments                               6
    Templeton Stock                                              3
    Templeton International                                     12
    Templeton Developing Markets                                 4
    Templeton Mutual Shares Investments                          3
    Franklin Growth Investments                                  2
    Fidelity VIP Growth                                          2
    Fidelity VIP III Growth & Income                             3
    Fidelity VIP Equity-Income                                   1
                                                           ========
           Total liabilities                                 $ 972
                                                           ========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
Net assets:
 Accumulation units:
<S>                                                <C>                               <C>                  <C>
   Cova Lord Abbett Growth and Income              1,217,834 accumulation units at   $35.846834 per unit  $ 43,655,480
   Cova Bond Debenture                               837,590 accumulation units at   $13.297003 per unit    11,137,440
   Cova Developing Growth                            116,502 accumulation units at   $11.961763 per unit     1,393,564
   Cova Large Cap Research                           121,344 accumulation units at   $12.785720 per unit     1,551,466
   Cova Mid-Cap Value                                116,798 accumulation units at   $10.653220 per unit     1,244,272
   Cova Quality Bond                                 667,347 accumulation units at   $11.609294 per unit     7,747,425
   Cova Small Cap Stock                              648,561 accumulation units at   $13.321396 per unit     8,639,737
   Cova Large Cap Stock                            1,516,790 accumulation units at   $20.192781 per unit    30,628,204
   Cova Select Equity                              1,217,194 accumulation units at   $16.298247 per unit    19,838,133
   Cova International Equity                         824,058 accumulation units at   $13.850867 per unit    11,413,912
   GACC Money Market                                 155,466 accumulation units at   $11.405631 per unit     1,773,184
   Russell Multi-Style Equity                        176,484 accumulation units at   $13.041389 per unit     2,301,598
   Russell Aggressive Equity                          38,075 accumulation units at    $9.230506 per unit       351,449
   Russell Non-US                                     85,959 accumulation units at   $12.309179 per unit     1,058,081
   Russell Core Bond                                 191,346 accumulation units at   $10.459537 per unit     2,001,386
   Russell Real Estate Securities                      2,631 accumulation units at    $9.190015 per unit        24,175
   AIM V.I. Value                                    101,490 accumulation units at   $14.275217 per unit     1,448,797
   AIM V.I. Capital Appreciation                      32,599 accumulation units at   $12.436827 per unit       405,432
   AIM V.I. International Equity                      19,301 accumulation units at   $12.347899 per unit       238,327
   Alliance Premier Growth                           119,026 accumulation units at   $15.745289 per unit     1,874,103
   Alliance Real Estate Investment                    27,187 accumulation units at    $7.580283 per unit       206,082
   Liberty Newport Tiger Fund, Variable                2,640 accumulation units at   $11.474808 per unit        30,287
   Goldman Sachs Growth and Income                    22,226 accumulation units at    $9.507941 per unit       211,323
   Goldman Sachs International Equity                 25,535 accumulation units at   $12.237176 per unit       312,469
   Goldman Sachs Global Income                         3,125 accumulation units at   $10.557479 per unit        32,994
   Kemper Dreman High Return Equity                       10 accumulation units at    $9.670000 per unit            97
   Kemper Small Cap Growth                             8,512 accumulation units at   $11.881303 per unit       101,132
   Kemper Small Cap Value                             25,590 accumulation units at    $8.523422 per unit       218,118
   Kemper Government Securities                       29,619 accumulation units at   $10.609487 per unit       314,245
   MFS Bond                                               10 accumulation units at   $10.341000 per unit           103
   MFS Research                                       54,844 accumulation units at   $12.266571 per unit       672,749
   MFS Growth with Income                            106,616 accumulation units at   $11.534481 per unit     1,229,760
   MFS Emerging Growth                                60,675 accumulation units at   $14.937310 per unit       906,324
   MFS/Foreign & Colonial Emerging Markets Equity      3,944 accumulation units at    $6.976271 per unit        27,512
   MFS High Income                                    18,975 accumulation units at   $10.127249 per unit       192,164
   MFS Global Governments                                793 accumulation units at   $10.391322 per unit         8,244
   Oppenheimer Capital Appreciation                    8,125 accumulation units at   $13.358170 per unit       108,534
   Oppenheimer Main Street Growth & Income            26,331 accumulation units at   $11.144103 per unit       293,439
   Oppenheimer High Income                            15,972 accumulation units at   $10.062994 per unit       160,723
   Oppenheimer Bond                                   64,157 accumulation units at   $10.238538 per unit       656,873
   Oppenheimer Strategic Bond                          7,366 accumulation units at   $10.093478 per unit        74,343
   Putnam VT Growth and Income                       121,847 accumulation units at   $11.215192 per unit     1,366,531
   Putnam VT New Value                                 2,771 accumulation units at   $10.249387 per unit        28,406
   Putnam VT Vista                                    15,084 accumulation units at   $12.641068 per unit       190,683
   Putnam VT International Growth                     74,675 accumulation units at   $13.728132 per unit     1,025,142
   Putnam VT International New Opportunities           8,299 accumulation units at   $14.593575 per unit       121,106


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
Net assets, continued:
    Accumulation units, continued:
<S>                                              <C>                           <C>                         <C>
      Templeton Bond                                637 accumulation units at   $9.795096 per unit                 $ 6,237
      Franklin Small Cap Investments             12,669 accumulation units at  $12.713311 per unit                 161,063
      Templeton Stock                             7,256 accumulation units at  $11.390124 per unit                  82,648
      Templeton International                    32,436 accumulation units at   $9.858587 per unit                 319,776
      Templeton Developing Markets               12,351 accumulation units at   $9.132548 per unit                 112,795
      Templeton Mutual Shares Investments         8,309 accumulation units at   $9.888972 per unit                  82,165
      Franklin Growth Investments                 4,816 accumulation units at  $11.623799 per unit                  55,984
      Fidelity VIP Growth                         2,911 accumulation units at  $14.445422 per unit                  42,050
      Fidelity VIP II Contrafund                    565 accumulation units at  $13.028946 per unit                   7,365
      Fidelity VIP III Growth Opportunities         521 accumulation units at  $11.449022 per unit                   5,970
      Fidelity VIP III Growth & Income            6,536 accumulation units at  $12.234362 per unit                  79,969
      Fidelity VIP Equity-Income                  3,419 accumulation units at  $10.872928 per unit                  37,173
                                                                                                           ----------------
                                                                                                               158,208,743
    Annuity units:
      Cova Lord Abbett Growth and Income          4,541 annuity units at       $27.628002 per unit                 125,451
      Cova Bond Debenture                           571 annuity units at       $12.627277 per unit                   7,214
      Cova Large Cap Stock                          494 annuity units at       $19.175732 per unit                   9,477
      Cova Select Equity                            534 annuity units at       $15.477346 per unit                   8,263
                                                                                                           ================
           Total net assets                                                                                  $ 158,359,148
                                                                                                           ================
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                                                    Cova
                                        ------------------------------------------------------------------------------------------
                                                                                  VKAC      Lord Abbett
                                                                                 Growth        Growth
                                         Quality        Money       Stock          and          and          Bond     Developing
                                        Income (1)   Market (1)   Index (1)    Income (1)      Income     Debenture     Growth
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------
<S>                                    <C>                   <C>      <C>           <C>         <C>         <C>            <C>
Income:
   Dividends                           $     27,755          223      13,623        13,703             -     213,945            -
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------

Expenses:
   Mortality and expense risk                   211           73         637           582       395,055      96,512       10,515
   Administrative fee                            25            9          76            70        47,407      11,582        1,262
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------
       Total expenses                           236           82         713           652       442,462     108,094       11,777
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------

       Net investment income (loss)          27,519          141      12,910        13,051      (442,462)    105,851      (11,777)
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                 (16,882)           -     308,127       112,186        42,645      17,898        1,444
   Realized gain distributions                    -            -     232,665       207,864             -      69,331            -
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------
       Net realized gain (loss)             (16,882)           -     540,792       320,050        42,645      87,229        1,444
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------

Change in unrealized appreciation           (19,209)           -    (491,713)     (316,285)      232,226    (373,201)      77,537
                                        ------------ ------------ -----------  ------------ ------------- ----------- ------------

       Net increase (decrease) in net
         from operations               $     (8,572)         141      61,989        16,816      (167,591)   (180,121)      67,204
                                        ============ ============ ===========  ============ ============= =========== ============


(1)  Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited

<TABLE>
<CAPTION>


                                                                                Cova
                                         ------------------------------------------------------------------------------------------

                                           Large                               Small      Large
                                            Cap       Mid-Cap    Quality        Cap        Cap           Select      International
                                         Research      Value      Bond         Stock      Stock          Equity         Equity
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------
<S>                                    <C>              <C>       <C>           <C>         <C>           <C>              <C>
Income:
   Dividends                           $     2,277       1,536      81,794       24,018      42,000         53,137          55,097
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------

Expenses:
   Mortality and expense risk               10,030      10,494      68,645       77,231     272,207        189,168         100,860
   Administrative fee                        1,204       1,259       8,237        9,268      32,664         22,700          12,103
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------
       Total expenses                       11,234      11,753      76,882       86,499     304,871        211,868         112,963
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------

       Net investment income (loss)         (8,957)    (10,217)      4,912      (62,481)   (262,871)      (158,731)        (57,866)
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                  4,134       7,230      15,901       (7,477)    237,047        166,219          77,197
   Realized gain distributions                   -           -      40,932            -     916,687      1,803,409         147,250
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------
       Net realized gain (loss)              4,134       7,230      56,833       (7,477)  1,153,734      1,969,628         224,447
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------

Change in unrealized appreciation           61,631      25,586    (243,391)     540,363    (101,300)    (2,722,128)        612,687
                                         ----------   --------- -----------  ----------- -----------  -------------  --------------

       Net increase (decrease) in net
         from operations               $    56,808      22,599    (181,646)     470,405     789,563       (911,231)        779,268
                                         ==========   ========= ===========  =========== ===========  =============  ==============

</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                             GACC       Lord Abbett                               Russell
                                           ----------  --------------  ------------------------------------------------------------

                                                          Growth        Multi-                                             Real
                                             Money          and          Style     Aggressive                  Core       Estate
                                            Market      Income (1)      Equity       Equity        Non-US      Bond      Securities
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------
<S>                                     <C>                <C>           <C>           <C>          <C>        <C>            <C>
Income:
    Dividends                           $          -               -       6,430           421       3,982      47,052           -
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------

Expenses:
    Mortality and expense risk                15,518          10,298      15,304         2,276       6,165      13,701          22
    Administrative fee                         1,862           1,236       1,836           273         740       1,644           3
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------
         Total expenses                       17,380          11,534      17,140         2,549       6,905      15,345          25
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------

         Net investment income (loss)        (17,380)        (11,534)    (10,710)       (2,128)     (2,923)     31,707         (25)
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                  27,338       4,505,534       2,606          (352)      5,448     (11,084)          9
    Realized gain distributions                    -               -      68,270           239           -      15,240           -
                                                                                                                         ----------
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------
         Net realized gain (loss)             27,338       4,505,534      70,876          (113)      5,448       4,156           9
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------

Change in unrealized appreciation             33,713      (2,782,796)    (93,580)       (9,979)     70,177     (54,298)       (721)
                                           ----------  --------------  ----------  ------------   ---------  ----------  ----------

         Net increase (decrease) in net
           from operations              $     43,671       1,711,204     (33,414)      (12,220)     72,702     (18,435)       (737)
                                           ==========  ==============  ==========  ============   =========  ==========  ==========


(1)   Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                          AIM                            Alliance        Liberty     Goldman Sachs
                                        ----------------------------------------- ---------------------- ---------   --------------
                                                                                                         Newport
                                                                        V.I.                    Real      Tiger         Growth
                                                     V.I. Capital   International Premier      Estate     Fund,           and
                                        V.I. Value   Appreciation      Equity     Growth     Investment  Variable       Income
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------
<S>                                    <C>                   <C>          <C>       <C>         <C>         <C>            <C>
Income:
   Dividends                           $         -               -             -         -        7,818         -                -
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------

Expenses:
   Mortality and expense risk                7,401           1,884         1,871    14,120        1,734       257            1,556
   Administrative fee                          888             226           224     1,694          208        31              187
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------
       Total expenses                        8,289           2,110         2,095    15,814        1,942       288            1,743
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------

       Net investment income (loss)         (8,289)         (2,110)       (2,095)  (15,814)       5,876      (288)          (1,743)
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                  4,460           1,546        (1,341)   26,783       (4,442)        -              393
   Realized gain distributions                   -               -             -    21,117            -         -                -
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------
       Net realized gain (loss)              4,460           1,546        (1,341)   47,900       (4,442)        -              393
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------

Change in unrealized appreciation            7,490           5,603        20,242    40,058      (12,089)    5,840          (10,798)
                                        -----------  -------------- ------------- ---------  ----------- ---------   --------------

       Net increase (decrease) in net
         from operations               $     3,661           5,039        16,806    72,144      (10,655)    5,552          (12,148)
                                        ===========  ============== ============= =========  =========== =========   ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                  Goldman Sachs                           Kemper                          MFS
                                           -------------------------  ------------------------------------------------   -------
                                                                       Dreman
                                                                        High        Small      Small
                                           International    Global     Return        Cap        Cap       Government
                                              Equity        Income     Equity      Growth      Value      Securities      Bond
                                           -------------   ---------  ----------   --------   ---------  -------------   -------
<S>                                     <C>                    <C>           <C>     <C>        <C>             <C>          <C>
Income:
    Dividends                           $             -           -           1          -       1,730          3,820         2
                                           -------------   ---------  ----------   --------   ---------  -------------   -------

Expenses:
    Mortality and expense risk                    2,078         307           -        597       1,741          1,133         -
    Administrative fee                              249          37           -         72         209            136         -
                                           -------------   ---------  ----------   --------   ---------  -------------   -------
         Total expenses                           2,327         344           -        669       1,950          1,269         -
                                           -------------   ---------  ----------   --------   ---------  -------------   -------

         Net investment income (loss)            (2,327)       (344)          1       (669)       (220)         2,551         2
                                           -------------   ---------  ----------   --------   ---------  -------------   -------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                      1,011          (4)          -        233      (2,675)            (3)        -
    Realized gain distributions                       -           -           1          -           -              -         -
                                           -------------   ---------  ----------   --------   ---------  -------------   -------
         Net realized gain (loss)                 1,011          (4)          1        233      (2,675)            (3)        -
                                           -------------   ---------  ----------   --------   ---------  -------------   -------

Change in unrealized appreciation                18,940        (444)        (10)     3,574        (763)           507        (4)
                                           -------------   ---------  ----------   --------   ---------  -------------   -------

         Net increase (decrease) in net
           from operations              $        17,624        (792)         (8)     3,138      (3,658)         3,055        (2)
                                           =============   =========  ==========   ========   =========  =============   =======

</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                                                 MFS                                  Oppenheimer
                                         --------------------------------------------------------------------------  --------------
                                                                                  F&C
                                                       Growth                  Emerging
                                                        with       Emerging     Markets       High       Global         Capital
                                          Research     Income       Growth      Equity       Income   Governments    Appreciation
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------
<S>                                    <C>              <C>           <C>          <C>         <C>            <C>            <C>
Income:
   Dividends                           $        988       3,198            -           -       8,526           322             262
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------

Expenses:
   Mortality and expense risk                 4,852       9,675        7,466         227       1,481            59             863
   Administrative fee                           582       1,161          896          27         178             7             104
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------
       Total expenses                         5,434      10,836        8,362         254       1,659            66             967
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------

       Net investment income (loss)          (4,446)     (7,638)      (8,362)       (254)      6,867           256            (705)
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   1,921       4,621       12,442      (1,777)      1,416           (53)          1,837
   Realized gain distributions                5,219       3,839            -           -           -             -           2,880
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------
       Net realized gain (loss)               7,140       8,460       12,442      (1,777)      1,416           (53)          4,717
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------

Change in unrealized appreciation            (7,656)    (61,806)      90,376       5,271      (4,896)         (324)          1,191
                                         -----------  ----------   ----------  ----------   --------- -------------  --------------

       Net increase (decrease) in net
         from operations               $     (4,962)    (60,984)      94,456       3,240       3,387          (121)          5,203
                                         ===========  ==========   ==========  ==========   ========= =============  ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                                  Oppenheimer                               Putnam
                                           ------------------------------------------------  -----------------------------------
                                           Main Street
                                             Growth                                           VT Growth
                                              and          High                  Strategic       and        VT New
                                             Income       Income       Bond        Bond        Income       Value      VT Vista
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------
<S>                                     <C>                   <C>      <C>            <C>        <C>          <C>        <C>
Income:
    Dividends                           $         815       8,100       22,575       1,644        15,328          3           -
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------

Expenses:
    Mortality and expense risk                  2,203       1,270        4,729         417        11,125        304       1,346
    Administrative fee                            264         152          567          51         1,335         36         162
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------
         Total expenses                         2,467       1,422        5,296         468        12,460        340       1,508
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------

         Net investment income (loss)          (1,652)      6,678       17,279       1,176         2,868       (337)     (1,508)
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                    6,005        (495)      (1,810)       (123)        3,839      1,284       3,500
    Realized gain distributions                 1,373           -        2,168           -        76,488        668           -
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------
         Net realized gain (loss)               7,378        (495)         358        (123)       80,327      1,952       3,500
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------

Change in unrealized appreciation              10,309      (5,530)     (30,735)     (1,595)     (124,407)    (1,597)      8,151
                                           -----------   ---------  -----------  ----------  ------------  ---------   ---------

         Net increase (decrease) in net
           from operations              $      16,035         653      (13,098)       (542)      (41,212)        18      10,143
                                           ===========   =========  ===========  ==========  ============  =========   =========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                   Putnam                                       Templeton
                                        -----------------------------  ------------------------------------------------------------
                                                            VT
                                             VT        International            Franklin
                                        International       New                Small Cap                               Developing
                                           Growth      Opportunities   Bond   Investments     Stock     International    Markets
                                        -------------  --------------  ------ -------------  --------   -------------  ------------
<S>                                  <C>                      <C>         <C>       <C>       <C>              <C>           <C>
Income:
   Dividends                         $             -              37       -             -         -           1,768           833
                                        -------------  --------------  ------ -------------  --------   -------------  ------------

Expenses:
   Mortality and expense risk                  7,794             890      15           349       322           1,486           798
   Administrative fee                            936             107       2            42        39             178            96
                                        -------------  --------------  ------ -------------  --------   -------------  ------------
      Total expenses                           8,730             997      17           391       361           1,664           894
                                        -------------  --------------  ------ -------------  --------   -------------  ------------

      Net investment income (loss)            (8,730)           (960)    (17)         (391)     (361)            104           (61)
                                        -------------  --------------  ------ -------------  --------   -------------  ------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                    6,207             478       -            14      (208)             52         5,790
   Realized gain distributions                     -               -       -             -         -           6,140             -
                                        -------------  --------------  ------ -------------  --------   -------------  ------------
      Net realized gain (loss)                 6,207             478       -            14      (208)          6,192         5,790
                                        -------------  --------------  ------ -------------  --------   -------------  ------------

Change in unrealized appreciation            133,639          23,769      28        10,635    (1,564)           (621)        2,931
                                        -------------  --------------  ------ -------------  --------   -------------  ------------

      Net increase (decrease) in net
        from operations              $       131,116          23,287      11        10,258    (2,133)          5,675         8,660
                                        =============  ==============  ====== =============  ========   =============  ============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                     Templeton                                 Fidelity
                                           ----------------------------  ----------------------------------------------------------

                                             Mutual        Franklin                             VIP III       VIP III       VIP
                                             Shares         Growth         VIP      VIP II       Growth       Growth &    Equity-
                                           Investments    Investments    Growth   Contrafund  Opportunities    Income      Income
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------
<S>                                     <C>                        <C>       <C>        <C>             <C>      <C>        <C>
Income:
    Dividends                           $           35               -        11           5            14          153        124
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------

Expenses:
    Mortality and expense risk                     331             154       205          32            48          446        231
    Administrative fee                              40              19        25           4             6           54         28
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------
         Total expenses                            371             173       230          36            54          500        259
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------

         Net investment income (loss)             (336)           (173)     (219)        (31)          (40)        (347)      (135)
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                        16               8       140           1             2          162         (2)
    Realized gain distributions                      -               -       688          35            25          306        274
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------
         Net realized gain (loss)                   16               8       828          36            27          468        272
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------

Change in unrealized appreciation               (3,899)          1,026         9        (174)           36       (2,780)    (2,867)
                                           ------------  --------------  -------- ----------- -------------  -----------  ---------

         Net increase (decrease) in net
           from operations              $       (4,219)            861       618        (169)           23       (2,659)    (2,730)
                                           ============  ==============  ======== =========== =============  ===========  =========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>

                                              Total
                                           -------------


Income:
<S>                                     <C>
    Dividends                           $       665,105
                                           -------------

Expenses:
    Mortality and expense risk                1,389,301
    Administrative fee                          166,719
                                           -------------
         Total expenses                       1,556,020
                                           -------------

         Net investment income (loss)          (890,915)
                                           -------------

Net realized gain (loss) on investments:
    Realized gain (loss) on sale of fund
      shares                                  5,566,396
    Realized gain distributions               3,623,108
                                           -------------
         Net realized gain (loss)             9,189,504
                                           -------------

Change in unrealized appreciation            (5,439,615)
                                           -------------

         Net increase (decrease) in net
           from operations              $     2,858,974
                                           =============


See accompanying notes to financial statements.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>
                                                                                  Cova
                                        --------------------------------------------------------------------------------------------
                                                                                  VKAC       Lord Abbett
                                                                                 Growth         Growth
                                          Quality       Money       Stock          and           and          Bond      Developing
                                        Income (1)    Market (1)  Index (1)    Income (1)       Income     Debenture      Growth
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------
<S>                                        <C>          <C>        <C>           <C>           <C>           <C>            <C>
Increase (decrease) in net assets from
 operations:
   Net investment income (loss)         $    27,519          141       12,910        13,051      (442,462)     105,851      (11,777)
   Net realized gain (loss)                 (16,882)           -      540,792       320,050        42,645       87,229        1,444
   Change in unrealized appreciation        (19,209)           -     (491,713)     (316,285)      232,226     (373,201)      77,537
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------
      Net increase (decrease) from
        operations                           (8,572)         141       61,989        16,816      (167,591)    (180,121)      67,204
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------

Contract transactions:
 Cova payments                                    -            -            -             -             -            -            -
 Cova redemptions                                 -            -            -             -             -            -            -
 Payments received from contract
   owners                                         -            -            -             -       821,828      362,236      146,908
 Transfers between sub-accounts
   (including fixed account), net          (762,919)    (267,611)  (2,368,402)   (2,135,470)   45,639,074    2,609,728      397,947
 Transfers for contract benefits and
   terminations                                   -            -            -             -    (2,512,380)    (847,431)      (3,492)
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------
      Net increase (decrease) in net
        assets from contract
        transactions                       (762,919)    (267,611)  (2,368,402)   (2,135,470)   43,948,522    2,124,533      541,363
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------

      Net increase (decrease) in net
        assets                             (771,491)    (267,470)  (2,306,413)   (2,118,654)   43,780,931    1,944,412      608,567

Net assets at beginning of period           771,491      267,470    2,306,413     2,118,654             -    9,200,242      784,997
                                        ------------  ----------- ------------ ------------- ------------- ------------ ------------
Net assets as end of period             $         -            -            -             -    43,780,931   11,144,654    1,393,564
                                        ============  =========== ============ ============= ============= ============ ============


(1)   Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                                              Cova
                                      ---------------------------------------------------------------------------------------------

                                         Large                               Small          Large
                                          Cap         Mid-Cap    Quality      Cap            Cap         Select      International
                                       Research        Value      Bond       Stock          Stock        Equity         Equity
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------
<S>                                    <C>            <C>        <C>         <C>           <C>          <C>             <C>
Increase (decrease) in net assets
from operations:
   Net investment income (loss)        $   (8,957)      (10,217)     4,912     (62,481)      (262,871)    (158,731)        (57,866)
   Net realized gain (loss)                 4,134         7,230     56,833      (7,477)     1,153,734    1,969,628         224,447
   Change in unrealized appreciation       61,631        25,586   (243,391)    540,363       (101,300)  (2,722,128)        612,687
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------
    Net increase (decrease) from
      operations                           56,808        22,599   (181,646)    470,405        789,563     (911,231)        779,268
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------

Contract transactions:
 Cova payments                                  -             -          -           -              -            -               -
 Cova redemptions                               -             -          -           -              -            -               -
 Payments received from contract
   owners                                 252,466        65,381    512,983      73,939      1,145,775      620,840         166,074
 Transfers between sub-accounts
   (including fixed account), net         675,981       278,231  1,950,092     156,630      7,777,978    3,289,399         817,211
 Transfers for contract benefits and
   terminations                           (23,811)      (13,936)  (503,709)   (415,323)    (1,076,280)  (1,036,685)       (394,253)
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------
    Net increase (decrease) in net
      assets from contract
      transactions                        904,636       329,676  1,959,366    (184,754)     7,847,473    2,873,554         589,032
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------

    Net increase (decrease) in net
      assets                              961,444       352,275  1,777,720     285,651      8,637,036    1,962,323       1,368,300

Net assets at beginning of period         590,022       891,997  5,969,705   8,354,086     22,000,645   17,884,073      10,045,612
                                      ------------  ------------ ---------- -----------  ------------- ------------  --------------
Net assets as end of period           $ 1,551,466     1,244,272  7,747,425   8,639,737     30,637,681   19,846,396      11,413,912
                                      ============  ============ ========== ===========  ============= ============  ==============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                       GACC      Lord Abbett                                Russell
                                    ------------ -------------  -------------------------------------------------------------------

                                                   Growth         Multi-                                                  Real
                                       Money         and           Style     Aggressive                     Core         Estate
                                      Market     Income (1)       Equity       Equity        Non-US         Bond       Securities
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------
<S>                                 <C>           <C>             <C>           <C>          <C>           <C>              <C>
Increase (decrease) in net assets
from operations:
  Net investment income (loss)      $   (17,380)      (11,534)      (10,710)     (2,128)        (2,923)       31,707           (25)
  Net realized gain (loss)               27,338     4,505,534        70,876        (113)         5,448         4,156             9
  Change in unrealized appreciation      33,713    (2,782,796)      (93,580)     (9,979)        70,177       (54,298)         (721)
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------
   Net increase (decrease) from
    operations                           43,671     1,711,204       (33,414)    (12,220)        72,702       (18,435)         (737)
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------

Contract transactions:
 Cova payments                                -             -             -           -              -             -           100
 Cova redemptions                             -             -             -           -              -             -             -
 Payments received from contract
  owners                                314,083        60,200       946,072     154,100        385,471       470,730         2,486
 Transfers between sub-accounts
  (including fixed account), net        688,923   (38,834,206)      909,476     155,108        451,483     1,015,922        22,326
 Transfers for contract benefits and
  terminations                         (712,998)      (34,966)     (137,009)    (32,064)       (55,761)     (120,629)            -
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------
   Net increase (decrease) in net
    assets from contract
    transactions                        290,008   (38,808,972)    1,718,539     277,144        781,193     1,366,023        24,912
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------

   Net increase (decrease) in net
    assets                              333,679   (37,097,768)    1,685,125     264,924        853,895     1,347,588        24,175

Net assets at beginning of period     1,439,505    37,097,768       616,473      86,525        204,186       653,798             -
                                    ------------ -------------  ------------ -----------  -------------  ------------  ------------
Net assets as end of period         $ 1,773,184             -     2,301,598     351,449      1,058,081     2,001,386        24,175
                                    ============ =============  ============ ===========  =============  ============  ============


(1) Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>
                                                        AIM                            Alliance            Liberty    Goldman Sachs
                                     ------------------------------------------ ------------------------  ----------  -------------
                                                                                                           Newport
                                                                      V.I.                     Real         Tiger        Growth
                                                   V.I. Capital   International  Premier      Estate        Fund,         and
                                      V.I. Value   Appreciation      Equity      Growth     Investment    Variable       Income
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------
<S>                                  <C>                 <C>           <C>       <C>            <C>          <C>           <C>
Increase (decrease) in net assets
from operations:
  Net investment income (loss)       $     (8,289)        (2,110)       (2,095)    (15,814)       5,876        (288)        (1,743)
  Net realized gain (loss)                  4,460          1,546        (1,341)     47,900       (4,442)          -            393
  Change in unrealized appreciation         7,490          5,603        20,242      40,058      (12,089)      5,840        (10,798)
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------
    Net increase (decrease) from
     operations                             3,661          5,039        16,806      72,144      (10,655)      5,552        (12,148)
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------

Contract transactions:
 Cova payments                                  -              -             -           -            -           -              -
 Cova redemptions                            (135)          (117)            -           -            -           -              -
 Payments received from contract
  owners                                  494,339        154,996        51,173     373,284       11,497       2,493         12,612
 Transfers between sub-accounts
  (including fixed account), net          937,251        180,566        (1,953)    631,569       39,051           -         82,457
 Transfers for contract benefits and
  terminations                            (23,778)          (784)       (1,912)   (122,070)     (10,436)          -         (1,515)
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------
    Net increase (decrease) in net
     assets from contract
     transactions                       1,407,677        334,661        47,308     882,783       40,112       2,493         93,554
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------

    Net increase (decrease) in net
     assets                             1,411,338        339,700        64,114     954,927       29,457       8,045         81,406

Net assets at beginning of period          37,459         65,732       174,213     919,176      176,625      22,242        129,917
                                     ------------- -------------- ------------- ----------- ------------  ----------  -------------
Net assets as end of period          $  1,448,797        405,432       238,327   1,874,103      206,082      30,287        211,323
                                     ============= ============== ============= =========== ============  ==========  =============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>
                                                  Goldman Sachs                           Kemper                          MFS
                                           -------------------------  -------------------------------------------------  ------
                                                                      Dreman
                                                                       High        Small        Small
                                           International    Global    Return        Cap          Cap       Government
                                              Equity        Income    Equity      Growth        Value      Securities    Bond
                                           -------------   ---------  --------   ----------   ----------   ------------  ------
<S>                                       <C>                <C>           <C>     <C>          <C>            <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)        $      (2,327)       (344)        1         (669)        (220)         2,551       2
      Net realized gain (loss)                    1,011          (4)        1          233       (2,675)            (3)      -
      Change in unrealized appreciation          18,940        (444)      (10)       3,574         (763)           507      (4)
                                           -------------   ---------  --------   ----------   ----------   ------------  ------
         Net increase (decrease) from
           operations                            17,624        (792)       (8)       3,138       (3,658)         3,055      (2)
                                           -------------   ---------  --------   ----------   ----------   ------------  ------

Contract transactions:
    Cova payments                                     -           -         -            -            -              -       -
    Cova redemptions                                  -           -         -            -            -           (106)      -
    Payments received from contract
      owners                                     24,245           -         -       16,891       46,547         44,475       -
    Transfers between sub-accounts
      (including fixed account), net             91,025       1,350         -       39,235       41,197        254,047       -
    Transfers for contract benefits and
      terminations                               (1,478)        (36)        -       (2,889)     (11,911)       (14,012)      -
                                           -------------   ---------  --------   ----------   ----------   ------------  ------
         Net increase (decrease) in net
           assets from contract
           transactions                         113,792       1,314         -       53,237       75,833        284,404       -
                                           -------------   ---------  --------   ----------   ----------   ------------  ------

         Net increase (decrease) in net
           assets                               131,416         522        (8)      56,375       72,175        287,459      (2)

Net assets at beginning of period               181,053      32,472       105       44,757      145,943         26,786     105
                                           -------------   ---------  --------   ----------   ----------   ------------  ------
Net assets as end of period               $     312,469      32,994        97      101,132      218,118        314,245     103
                                           =============   =========  ========   ==========   ==========   ============  ======
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                                                MFS                                  Oppenheimer
                                         --------------------------------------------------------------------------  -------------
                                                                                 F&C
                                                     Growth                   Emerging
                                                      with        Emerging     Markets     High         Global         Capital
                                          Research   Income        Growth      Equity     Income      Governments    Appreciation
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------
<S>                                      <C>         <C>            <C>          <C>       <C>               <C>          <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (loss)        $   (4,446)    (7,638)      (8,362)       (254)     6,867             256           (705)
     Net realized gain (loss)                 7,140      8,460       12,442      (1,777)     1,416             (53)         4,717
     Change in unrealized appreciation       (7,656)   (61,806)      90,376       5,271     (4,896)           (324)         1,191
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------
       Net increase (decrease) from
         operations                          (4,962)   (60,984)      94,456       3,240      3,387            (121)         5,203
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------

Contract transactions:
   Cova payments                                  -          -            -           -          -               -              -
   Cova redemptions                               -          -            -           -          -               -           (135)
   Payments received from contract
     owners                                 136,206     78,180       81,167       1,989     19,640               -         12,929
   Transfers between sub-accounts
     (including fixed account), net         257,264    467,376      153,722      (4,856)    40,531           6,190         29,491
   Transfers for contract benefits and
     terminations                           (32,343)   (37,170)     (54,904)       (726)      (408)         (1,925)          (624)
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------
       Net increase (decrease) in net
         assets from contract
         transactions                       361,127    508,386      179,985      (3,593)    59,763           4,265         41,661
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------

       Net increase (decrease) in net
         assets                             356,165    447,402      274,441        (353)    63,150           4,144         46,864

Net assets at beginning of period           316,584    782,358      631,883      27,865    129,014           4,100         61,670
                                         ----------- ----------   ----------  ----------  ---------  --------------  -------------
Net assets as end of period              $  672,749  1,229,760      906,324      27,512    192,164           8,244        108,534
                                         =========== ==========   ==========  ==========  =========  ==============  =============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited


<TABLE>
<CAPTION>

                                                                    Oppenheimer                               Putnam
                                           -------------------------------------------------   ------------------------------------
                                           Main Street
                                             Growth                                             VT Growth
                                               and          High                   Strategic       and        VT New
                                             Income        Income        Bond        Bond        Income        Value     VT Vista
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------
<S>                                       <C>               <C>          <C>         <C>         <C>            <C>        <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)        $     (1,652)       6,678       17,279      1,176          2,868        (337)     (1,508)
      Net realized gain (loss)                   7,378         (495)         358       (123)        80,327       1,952       3,500
      Change in unrealized appreciation         10,309       (5,530)     (30,735)    (1,595)      (124,407)     (1,597)      8,151
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------
         Net increase (decrease) from
           operations                           16,035          653      (13,098)      (542)       (41,212)         18      10,143
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------

Contract transactions:
    Cova payments                                    -            -            -          -              -           -           -
    Cova redemptions                                 -            -            -          -              -           -           -
    Payments received from contract
      owners                                    43,832       20,906       29,273     14,538        119,800      10,335      16,834
    Transfers between sub-accounts
      (including fixed account), net            97,378       35,619      169,476     33,405        477,386      (4,701)     99,346
    Transfers for contract benefits and
      terminations                             (17,690)        (819)     (18,128)      (337)      (102,997)       (365)    (15,893)
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------
         Net increase (decrease) in net
           assets from contract
           transactions                        123,520       55,706      180,621     47,606        494,189       5,269     100,287
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------

         Net increase (decrease) in net
           assets                              139,555       56,359      167,523     47,064        452,977       5,287     110,430

Net assets at beginning of period              153,884      104,364      489,350     27,279        913,554      23,119      80,253
                                           ------------  -----------  -----------  ---------   ------------  ----------  ----------
Net assets as end of period               $    293,439      160,723      656,873     74,343      1,366,531      28,406     190,683
                                           ============  ===========  ===========  =========   ============  ==========  ==========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>
                                                   Putnam                                    Templeton
                                        --------------------------- ---------------------------------------------------------------
                                                           VT
                                            VT        International          Franklin
                                        International     New               Small Cap                                  Developing
                                          Growth      Opportunities   Bond  Investments      Stock     International     Markets
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------
<S>                                      <C>               <C>       <C>        <C>          <C>            <C>            <C>
Increase (decrease) in net assets from
 operations:
   Net investment income (loss)         $    (8,730)          (960)    (17)        (391)       (361)            104            (61)
   Net realized gain (loss)                   6,207            478       -           14        (208)          6,192          5,790
   Change in unrealized appreciation        133,639         23,769      28       10,635      (1,564)           (621)         2,931
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------
      Net increase (decrease) from
        operations                          131,116         23,287      11       10,258      (2,133)          5,675          8,660
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------

Contract transactions:
 Cova payments                                    -              -     100          100         100               -              -
 Cova redemptions                                 -              -       -         (122)       (117)           (114)             -
 Payments received from contract
   owners                                    59,025          3,023   5,127        9,200      49,708          77,754         10,173
 Transfers between sub-accounts
   (including fixed account), net           199,486         40,189     999      141,627      34,958         176,540         43,940
 Transfers for contract benefits and
   terminations                             (27,971)           (19)      -            -         132            (710)        (3,127)
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------
      Net increase (decrease) in net
        assets from contract
        transactions                        230,540         43,193   6,226      150,805      84,781         253,470         50,986
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------

      Net increase (decrease) in net
        assets                              361,656         66,480   6,237      161,063      82,648         259,145         59,646

Net assets at beginning of period           663,486         54,626       -            -           -          60,631         53,149
                                        ------------  ------------- ------- ------------  ----------  --------------  -------------
Net assets as end of period             $ 1,025,142        121,106   6,237      161,063      82,648         319,776        112,795
                                        ============  ============= ======= ============  ==========  ==============  =============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited



<TABLE>
<CAPTION>
                                                         Templeton                             Fidelity
                                           --------------------------- ------------------------------------------------------------

                                             Mutual        Franklin                            VIP III        VIP III       VIP
                                             Shares         Growth      VIP       VIP II        Growth       Growth &     Equity-
                                           Investments   Investments   Growth   Contrafund   Opportunities    Income       Income
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------
<S>                                       <C>                  <C>      <C>           <C>           <C>         <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)        $       (336)          (173)    (219)         (31)          (40)        (347)       (135)
      Net realized gain (loss)                      16              8      828           36            27          468         272
      Change in unrealized appreciation         (3,899)         1,026        9         (174)           36       (2,780)     (2,867)
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------
         Net increase (decrease) from
           operations                           (4,219)           861      618         (169)           23       (2,659)     (2,730)
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------

Contract transactions:
    Cova payments                                    -            100        -            -             -            -           -
    Cova redemptions                              (121)          (120)       -            -             -            -           -
    Payments received from contract
      owners                                         -              -   15,537        6,241         4,569       39,185       3,029
    Transfers between sub-accounts
      (including fixed account), net            77,400         55,154   19,225          318            35       17,861      28,637
    Transfers for contract benefits and
      terminations                                   -            (11)      47            -            (2)          58          (2)
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------
         Net increase (decrease) in net
           assets from contract
           transactions                         77,279         55,123   34,809        6,559         4,602       57,104      31,664
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------

         Net increase (decrease) in net
           assets                               73,060         55,984   35,427        6,390         4,625       54,445      28,934

Net assets at beginning of period                9,105              -    6,623          975         1,345       25,524       8,239
                                           ------------  ------------- -------- ------------ -------------   ----------   ---------
Net assets as end of period               $     82,165         55,984   42,050        7,365         5,970       79,969      37,173
                                           ============  ============= ======== ============ =============   ==========   =========

</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Nine Months ended September 30, 1999
Unaudited







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


Increase (decrease) in net assets from
    operations:
<S>                                     <C>
      Net investment income (loss)      $        (890,915)
      Net realized gain (loss)                  9,189,504
      Change in unrealized appreciation        (5,439,615)
                                           ---------------
         Net increase (decrease) from
           operations                           2,858,974
                                           ---------------

Contract transactions:
    Cova payments                                     500
    Cova redemptions                               (1,087)
    Payments received from contract
      owners                                    8,602,324
    Transfers between sub-accounts
      (including fixed account), net           27,456,692
    Transfers for contract benefits and
      terminations                             (8,427,482)
                                           ---------------
         Net increase (decrease) in net
           assets from contract
           transactions                        27,630,947
                                           ---------------

         Net increase (decrease) in net
           assets                              30,489,921

Net assets at beginning of period             127,869,227
                                           ---------------
Net assets as end of period             $     158,359,148
                                           ===============
</TABLE>


See accompanying notes to financial statements.
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998

<TABLE>
<CAPTION>

                                                                              Cova
                                      --------------------------------------------------------------------------------------------
                                                                              VKAC
                                                                             Growth                                      Large
                                       Quality    Money        Stock           and           Bond        Developing       Cap
                                        Income   Market        Index         Income        Debenture       Growth      Research
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------
<S>                                     <C>       <C>         <C>            <C>            <C>              <C>          <C>
Increase (decrease) in net assets from
   operations:
    Net investment income (loss)      $  31,278    11,868       (17,610)       (15,214)        92,644         (5,086)      (2,082)
    Net realized gain (loss)              1,603         -       391,001        237,648         87,212         (1,333)          25
    Change in unrealized appreciation     4,531         -        98,370         64,902        110,064         57,229       52,098
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------
      Net increase (decrease) in
       net assets from operations        37,412    11,868       471,761        287,336        289,920         50,810       50,041
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------

Contract transactions:
   Cova payments                              -         -             -              -              -              -            -
   Cova redemptions                           -         -             -              -              -              -            -
   Payments received from contract
    owners                                    -         -             -          1,000      1,051,661        334,325      237,270
   Transfers between sub-accounts
    (including fixed account), net       11,714  (111,191)      138,069        202,862      3,726,785        337,360      303,087
   Transfers for contract benefits and
    terminations                         (8,629)   (3,863)      (40,936)       (52,497)      (343,261)        (1,070)        (376)
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------
      Net increase (decrease) in net
       assets from contract
       transactions                       3,085  (115,054)       97,133        151,365      4,435,185        670,615      539,981
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------

      Net increase (decrease) in net
       assets                            40,497  (103,186)      568,894        438,701      4,725,105        721,425      590,022

Net assets at beginning of period       730,994   370,656     1,737,519      1,679,953      4,475,137         63,572            -
                                      ---------- ---------  ------------  -------------  -------------  -------------  -----------
Net assets at end of period           $ 771,491   267,470     2,306,413      2,118,654      9,200,242        784,997      590,022
                                      ========== =========  ============  =============  =============  =============  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998

<TABLE>
<CAPTION>

                                                                                   Cova                                    GACC
                                           --------------------------------------------------------------------------   ----------

                                                                    Small       Large
                                            Mid-Cap    Quality       Cap         Cap         Select      International    Money
                                             Value      Bond        Stock       Stock        Equity        Equity         Market
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------
<S>                                     <C>            <C>         <C>         <C>          <C>           <C>           <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $     (5,560)     29,095     (95,891)    (176,715)    (152,047)       34,256       (6,981)
      Net realized gain (loss)                (4,501)     10,751     280,526      352,389      999,481        25,322       18,462
      Change in unrealized appreciation       11,980     212,005    (768,604)   4,086,693    1,878,770       827,333        8,306
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------
         Net increase (decrease) in
           net assets from operations          1,919     251,851    (583,969)   4,262,367    2,726,204       886,911       19,787
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------

Contract transactions:
    Cova payments                                  -           -           -            -            -             -            -
    Cova redemptions                               -           -           -            -            -             -            -
    Payments received from contract
      owners                                 593,364     828,237     664,035    1,433,747    1,284,829       470,560    1,894,032
    Transfers between sub-accounts
      (including fixed account), net         210,332   2,485,711   2,154,230    6,772,257    4,674,806     2,712,309     (358,103)
    Transfers for contract benefits and
      terminations                            (2,706)   (213,576)   (458,393)    (691,973)    (646,951)     (375,560)    (266,514)
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------
         Net increase (decrease) in net
           assets from contract
           transactions                      800,990   3,100,372   2,359,872    7,514,031    5,312,684     2,807,309    1,269,415
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------

         Net increase (decrease) in net
           assets                            802,909   3,352,223   1,775,903   11,776,398    8,038,888     3,694,220    1,289,202

Net assets at beginning of period             89,088   2,617,482   6,578,183   10,224,247    9,845,185     6,351,392      150,303
                                           ----------  ----------  ----------  -----------  -----------  ------------   ----------
Net assets at end of period             $    891,997   5,969,705   8,354,086   22,000,645   17,884,073    10,045,612    1,439,505
                                           ==========  ==========  ==========  ===========  ===========  ============   ==========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


<TABLE>
<CAPTION>
                                           Lord Abbett                           Russell                           AIM
                                           -------------  ---------------------------------------------  --------------------------

                                              Growth      Multi-
                                                and       Style     Aggressive                 Core                   V.I. Capital
                                            Income (1)    Equity      Equity      Non-US       Bond       V.I. Value  Appreciation
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------
<S>                                     <C>               <C>           <C>       <C>          <C>           <C>            <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $       110,598    (2,142)        (365)      (884)       1,981          (29)          (179)
      Net realized gain (loss)                1,847,461       202          (45)       (78)           2          (47)         1,256
      Change in unrealized appreciation       1,268,706    37,385       (1,753)     1,844        3,543        1,376          5,386
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------
         Net increase (decrease) in
           net assets from operations         3,226,765    35,445       (2,163)       882        5,526        1,300          6,463
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------

Contract transactions:
    Cova payments                                     -       100          100        100          100          100            100
    Cova redemptions                                  -      (127)         (95)       (93)        (103)           -              -
    Payments received from contract
      owners                                  2,282,528   550,062       80,621    187,582      578,539       33,651         57,937
    Transfers between sub-accounts
      (including fixed account), net          8,659,268    31,554        8,298     15,688       70,898        2,043          1,227
    Transfers for contract benefits and
      terminations                           (1,472,455)     (561)        (236)        27       (1,162)         365              5
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------
         Net increase (decrease) in net
           assets from contract
           transactions                       9,469,341   581,028       88,688    203,304      648,272       36,159         59,269
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------

         Net increase (decrease) in net
           assets                            12,696,106   616,473       86,525    204,186      653,798       37,459         65,732

Net assets at beginning of period            24,401,662         -            -          -            -            -              -
                                           -------------  --------  -----------  ---------  -----------  -----------  -------------
Net assets at end of period             $    37,097,768   616,473       86,525    204,186      653,798       37,459         65,732
                                           =============  ========  ===========  =========  ===========  ===========  =============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998

<TABLE>
<CAPTION>

                                                AIM               Alliance          Liberty               Goldman Sachs
                                           --------------  -----------------------  ---------  ------------------------------------
                                                                                    Newport
                                                V.I.                     Real        Tiger     Growth
                                            International  Premier      Estate       Fund,       and      International    Global
                                               Equity      Growth     Investment    Variable   Income        Equity        Income
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------
<S>                                     <C>                 <C>           <C>         <C>       <C>            <C>          <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $            187     (4,379)         (540)       355        125         (1,051)      1,029
      Net realized gain (loss)                    (5,943)    (6,634)       (2,767)         4     (4,119)         1,202         330
      Change in unrealized appreciation           (6,224)   118,514       (17,191)     2,743    (11,213)         2,720        (187)
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------
         Net increase (decrease) in
           net assets from operations            (11,980)   107,501       (20,498)     3,102    (15,207)         2,871       1,172
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------

Contract transactions:
    Cova payments                                    100        100           100        100        100            100         100
    Cova redemptions                                (100)      (138)          (81)         -        (97)           (86)          -
    Payments received from contract
      owners                                     184,408    794,977       178,563     19,040    128,899        154,193      31,200
    Transfers between sub-accounts
      (including fixed account), net               3,073     20,139        19,454          -     16,047         23,975           -
    Transfers for contract benefits and
      terminations                                (1,288)    (3,403)         (913)         -        175              -           -
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------
         Net increase (decrease) in net
           assets from contract
           transactions                          186,193    811,675       197,123     19,140    145,124        178,182      31,300
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------

         Net increase (decrease) in net
           assets                                174,213    919,176       176,625     22,242    129,917        181,053      32,472

Net assets at beginning of period                      -          -             -          -          -              -           -
                                           --------------  ---------  ------------  ---------  ---------  -------------   ---------
Net assets at end of period             $        174,213    919,176       176,625     22,242    129,917        181,053      32,472
                                           ==============  =========  ============  =========  =========  =============   =========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                   Kemper                                   MFS
                                           -------------------------------------------------   ---------------------------------
                                            Dreman
                                             High        Small       Small                                             Growth
                                            Return        Cap         Cap       Government                              with
                                            Equity      Growth       Value      Securities      Bond     Research      Income
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------
<S>                                     <C>              <C>         <C>             <C>         <C>       <C>          <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $         -        (265)        (889)           (42)       -        (1,500)      (4,815)
      Net realized gain (loss)                    -         191       (6,422)             -        -           145       (4,972)
      Change in unrealized appreciation           5       3,989      (13,980)           206        5        24,572       54,989
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------
         Net increase (decrease) in
           net assets from operations             5       3,915      (21,291)           164        5        23,217       45,202
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------

Contract transactions:
    Cova payments                               100         100          100            100      100           100          100
    Cova redemptions                              -        (108)         (78)             -        -          (123)        (120)
    Payments received from contract
      owners                                      -      35,374      184,026         23,032        -       252,002      692,249
    Transfers between sub-accounts
      (including fixed account), net              -       5,487      (15,831)         3,490        -        42,134       48,220
    Transfers for contract benefits and
      terminations                                -         (11)        (983)             -        -          (746)      (3,293)
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------
         Net increase (decrease) in net
           assets from contract
           transactions                         100      40,842      167,234         26,622      100       293,367      737,156
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------

         Net increase (decrease) in net
           assets                               105      44,757      145,943         26,786      105       316,584      782,358

Net assets at beginning of period                 -           -            -              -        -             -            -
                                           ---------   ---------  -----------  -------------   ------   -----------  -----------
Net assets at end of period             $       105      44,757      145,943         26,786      105       316,584      782,358
                                           =========   =========  ===========  =============   ======   ===========  ===========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                  MFS                                       Oppenheimer
                                         ------------------------------------------------  ----------------------------------------
                                                       F&C                                                 Main Street
                                                    Emerging                                                 Growth
                                         Emerging    Markets       High        Global         Capital          and          High
                                          Growth     Equity       Income    Governments    Appreciation      Income        Income
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------
<S>                                     <C>            <C>        <C>              <C>            <C>          <C>         <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $  (3,541)        124        (541)            (8)           (286)         (748)       (559)
      Net realized gain (loss)             (2,706)    (10,435)     (1,086)             1           1,028          (157)       (139)
      Change in unrealized appreciation    87,574      (7,685)     (2,625)           189           9,357          (771)     (2,071)
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------
         Net increase (decrease) in
           net assets from operations      81,327     (17,996)     (4,252)           182          10,099        (1,676)     (2,769)
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------

Contract transactions:
    Cova payments                             100         100         100            100             100           100         100
    Cova redemptions                         (126)        (65)        (93)             -               -           (89)        (93)
    Payments received from contract
      owners                              527,982      71,508     125,820          3,193          42,486       144,121      93,367
    Transfers between sub-accounts
      (including fixed account), net       24,659     (25,211)      8,401            625           9,440        11,637      14,033
    Transfers for contract benefits and
      terminations                         (2,059)       (471)       (962)             -            (455)         (209)       (274)
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------
         Net increase (decrease) in net
           assets from contract
           transactions                   550,556      45,861     133,266          3,918          51,571       155,560     107,133
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------

         Net increase (decrease) in net
           assets                         631,883      27,865     129,014          4,100          61,670       153,884     104,364

Net assets at beginning of period               -           -           -              -               -             -           -
                                         ---------  ----------  ----------  -------------  --------------  ------------   ---------
Net assets at end of period             $ 631,883      27,865     129,014          4,100          61,670       153,884     104,364
                                         =========  ==========  ==========  =============  ==============  ============   =========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


<TABLE>
<CAPTION>
                                              Oppenheimer                                  Putnam
                                         --------------------  --------------------------------------------------------------------
                                                                                                                          VT
                                                               VT Growth                                  VT         International
                                                    Strategic     and       VT New                   International        New
                                           Bond       Bond       Income      Value      VT Vista        Growth       Opportunities
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------
<S>                                     <C>           <C>         <C>        <C>          <C>             <C>               <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $  (2,628)      (166)      (5,191)      101         (436)          (1,984)            (266)
      Net realized gain (loss)                238         (4)      (4,815)       79          (12)          (8,326)             (27)
      Change in unrealized appreciation    12,503       (129)      44,649       860        7,815           (2,297)             299
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------
         Net increase (decrease) in
           net assets from operations      10,113       (299)      34,643     1,040        7,367          (12,607)               6
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------

Contract transactions:
    Cova payments                             100        100          100       100          100              100              100
    Cova redemptions                         (105)         -         (113)        -         (109)            (127)            (109)
    Payments received from contract
      owners                              407,896     22,655      787,874     4,669       46,531          674,756           50,740
    Transfers between sub-accounts
      (including fixed account), net       73,891      4,823       94,763    17,311       26,352            5,031            3,797
    Transfers for contract benefits and
      terminations                         (2,545)         -       (3,713)       (1)          12           (3,667)              92
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------
         Net increase (decrease) in net
           assets from contract
           transactions                   479,237     27,578      878,911    22,079       72,886          676,093           54,620
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------

         Net increase (decrease) in net
           assets                         489,350     27,279      913,554    23,119       80,253          663,486           54,626

Net assets at beginning of period               -          -            -         -            -                -                -
                                         ---------  ---------  -----------  --------   ----------   --------------  ---------------
Net assets at end of period             $ 489,350     27,279      913,554    23,119       80,253          663,486           54,626
                                         =========  =========  ===========  ========   ==========   ==============  ===============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                        Templeton                                    Fidelity
                                         ----------------------------------------  -------------------------------------------------

                                                                       Mutual                                VIP III       VIP III
                                                        Developing     Shares         VIP       VIP II        Growth       Growth &
                                         International   Markets     Investments    Growth    Contrafund   Opportunities    Income
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------
<S>                                     <C>                 <C>            <C>        <C>            <C>          <C>        <C>
Increase (decrease) in net assets from
    operations:
      Net investment income (loss)      $        (139)         (93)           (3)       (17)          (1)             -         (58)
      Net realized gain (loss)                      9            8             -          -            -              -           -
      Change in unrealized appreciation         4,711        3,570           263      1,118           99             19       3,784
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------
         Net increase (decrease) in
           net assets from operations           4,581        3,485           260      1,101           98             19       3,726
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------

Contract transactions:
    Cova payments                                 100          100           100        100          100            100         100
    Cova redemptions                                -         (133)            -          -            -              -           -
    Payments received from contract
      owners                                   54,930       25,540         8,079        990          777              -       3,746
    Transfers between sub-accounts
      (including fixed account), net            1,153       24,157           666      4,427            -          1,226      17,428
    Transfers for contract benefits and
      terminations                               (133)           -             -          5            -              -         524
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------
         Net increase (decrease) in net
           assets from contract
           transactions                        56,050       49,664         8,845      5,522          877          1,326      21,798
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------

         Net increase (decrease) in net
           assets                              60,631       53,149         9,105      6,623          975          1,345      25,524

Net assets at beginning of period                   -            -             -          -            -              -           -
                                         -------------  -----------  ------------  ---------  -----------  -------------  ----------
Net assets at end of period             $      60,631       53,149         9,105      6,623          975          1,345      25,524
                                         =============  ===========  ============  =========  ===========  =============  ==========
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1998


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

                                                        VIP
                                                      Equity-
                                                       Income             Total
                                                  ----------------  ------------------
<S>                                            <C>                         <C>
Increase (decrease) in net assets from
    operations:
       Net investment income (loss)            $              (12)           (197,302)
       Net realized gain (loss)                                 -           4,192,008
       Change in unrealized appreciation                      635           8,280,979
                                                  ----------------  ------------------
          Net increase (decrease) in
             net assets from operations                       623          12,275,685
                                                  ----------------  ------------------

Contract transactions:
    Cova payments                                             100               4,200
    Cova redemptions                                            -              (2,511)
    Payments received from contract
       owners                                               2,968          18,342,571
    Transfers between sub-accounts
       (including fixed account), net                       4,427          32,538,428
    Transfers for contract benefits and
       terminations                                           121          (4,604,519)
                                                  ----------------  ------------------
          Net increase (decrease) in net
             assets from contract
             transactions                                   7,616          46,278,169
                                                  ----------------  ------------------

          Net increase (decrease) in net
             assets                                         8,239          58,553,854

Net assets at beginning of period                               -          69,315,373
                                                  ----------------  ------------------
Net assets at end of period                    $            8,239         127,869,227
                                                  ================  ==================

</TABLE>

See accompanying notes to financial statements.
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(1)    ORGANIZATION
       Cova Variable Annuity Account Five (the Separate Account), a unit
       investment trust registered under the Investment Company Act of 1940 as
       amended, was established by Cova Financial Life Insurance Company (Cova)
       and exists in accordance with the regulations of the California
       Department of Insurance. The Separate Account is a funding vehicle for
       variable annuity contracts issued by Cova.

       The Separate Account is divided into sub-accounts with the assets of each
       sub-account invested in corresponding portfolios of the following
       investment companies. Each investment company is a diversified, open-end,
       management investment company registered under the Investment Company Act
       of 1940 as amended. The sub-accounts available for investment may vary
       between variable annuity contracts offered for sale by Cova.

<S>                                                                                   <C>
            Cova Series Trust (Cova)                                                  10 portfolios
            General American Capital Company (GACC)                                    1 portfolio
            Russell Insurance Funds (Russell)                                          5 portfolios
            AIM Variable Insurance Funds, Inc. (AIM)                                   3 portfolios
            Alliance Variable Products Series Fund, Inc. (Alliance)                    2 portfolios
            Liberty Variable Investment Trust (Liberty)                                1 portfolio
            Goldman Sachs Variable Insurance Trust (Goldman Sachs)                     3 portfolios
            Investors Fund Series (Kemper)                                             4 portfolios
            MFS Variable Insurance Trust (MFS)                                         7 portfolios
            Oppenheimer Variable Account Funds (Oppenheimer)                           5 portfolios
            Putnam Variable Trust (Putnam)                                             5 portfolios
            Templeton Variable Products Series Fund (Templeton)                        7 portfolios
            Variable Insurance Products Fund, Fund II and Fund III (Fidelity)          5 portfolios
</TABLE>

       The following sub-accounts commenced operations during the period:
            Cova Lord Abbett Growth and Income           January 8, 1999
            Russell Real Estate Securities                  July 1, 1999
            Templeton Bond                                 March 1, 1999
            Franklin Small Cap Investments                 March 1, 1999
            Templeton Stock                                March 2, 1999
            Franklin Growth Investments                    March 1, 1999

       The following sub-accounts ceased operations during the period:
            Cova Quality Income                          January 8, 1999
            Cova Money Market                            January 8, 1999
            Cova High Yield                              January 8, 1999
            Cova Stock Index                             January 8, 1999
            Cova VKAC Growth and Income                  January 8, 1999
            Lord Abbett Growth and Income                January 8, 1999


(2)    SIGNIFICANT ACCOUNTING POLICIES
       (A)  INVESTMENT VALUATION
            Investments made in the portfolios of the investment companies are
            valued at the reported net asset value of such portfolios, which
            value their investment securities at fair value. The average cost
            method is used to compute the realized gains and losses on the sale
            of portfolio shares owned by the sub-accounts. Income from dividends
            and gains from realized capital gain distributions are recorded on
            the ex-distribution date.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


       (B)  REINVESTMENT OF DISTRIBUTIONS
            With the exception of the GACC Money Market Fund, dividends and
            gains from realized gain distributions are reinvested in additional
            shares of the portfolio.

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

       (C)  FEDERAL INCOME TAXES
            The operations of the Separate Account are included in the federal
            income tax return of Cova which is taxed as a Life Insurance Company
            under the provisions of the Internal Revenue Code (IRC). Under
            current IRC provisions, Cova believes it will be treated as the
            owner of the Separate Account assets for federal income tax purposes
            and does not expect to incur federal income taxes on the earnings of
            the Separate Account to the extent the earnings are credited to the
            variable annuity contracts. Based on this, no charge has been made
            to the Separate Account for federal income taxes. A charge may be
            made in future years for any federal income taxes that would be
            attributable to the variable annuity contracts.

       (D)  ANNUITY RESERVES
            Annuity reserves are computed for contracts in the payout stage
            according to the 1983a Mortality Table. The assumed investment
            return is 3%. The mortality risk is borne by Cova and may result in
            additional transfers to the Separate Account. Conversely, if
            reserves exceed amounts required, transfers may be made from the
            Separate Account to Cova.


(3)    SEPARATE ACCOUNT EXPENSES
       Cova deducts a daily charge from the net assets of each Separate Account
       sub-account equivalent to an annual rate of 1.25% for the assumption of
       mortality and expense risks and 0.15% for administrative expenses. The
       mortality risks assumed by Cova arise from its contractual obligation to
       make annuity payments after the annuity date for the life of the
       annuitant and to waive the withdrawal fee in the event of the death of
       the contract owner. The administrative fees cover the cost of
       establishing and maintaining the variable annuity contracts and the
       Separate Account.


(4)    CONTRACT FEES
       There are no deductions made from purchase payments for sales fees at the
       time a variable annuity contract is purchased. However, if all or a
       portion of the contract value is withdrawn, a withdrawal fee may be
       assessed and deducted from the contract value or payment to the contract
       owner. The withdrawal fee is imposed on withdrawals of contract values
       attributable to purchase payments within five years after receipt and is
       equal to 5% of the purchase payment withdrawn. After the first contract
       anniversary, provided the contract value exceeds $5,000, the contract
       owner may make one withdrawal each contract year of up to 10% of the
       aggregate purchase payments (on deposit for more than one year) without
       incurring a surrender fee. During the nine months ending September 30,
       1999, surrender fees of $196 thousand were deducted.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


       An annual contract maintenance fee of $30 is imposed on all variable
       annuity contracts with contract values less than $50,000 on their
       anniversary. This fee covers the cost of contract administration for the
       previous year and is prorated between the Separate Account sub-accounts
       and the fixed rate account to which the contract value is allocated.
       Subject to certain restrictions, the contract owner may transfer all or a
       part of the accumulated value of the contract among the available
       sub-accounts and the fixed rate account. If more than 12 transfers have
       been made in the contract year, a transfer fee of $25 per transfer or, if
       less, 2% of the amount transferred, may be deducted from the contract
       value. Transfers made in a dollar cost averaging program are not subject
       to the transfer fee.

       During the nine months ending September 30, 1999, contract maintenance
       and transfer fees of $26 thousand were deducted.

       Currently, Cova advances any premium taxes due at the time purchase
       payments are made and then deducts premium taxes at the time annuity
       payments begin. Cova reserves the right to deduct premium taxes when
       incurred.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(5)    COST BASIS OF INVESTMENTS
       The cost basis of each sub-account's investment follows:


<S>                                             <C>                                                                <C>
       Cova Lord Abbett Growth and Income       $ 43,548,705       MFS Bond                                                $ 102
       Cova Bond Debenture                        11,244,456       MFS Research                                          655,859
       Cova Developing Growth                      1,258,394       MFS Growth with Income                              1,236,624
       Cova Large Cap Research                     1,437,737       MFS Emerging Growth                                   728,409
       Cova Mid-Cap Value                          1,204,170       MFS/F&C Emerging Markets Equity                        29,927
       Cova Quality Bond                           7,736,695       MFS High Income                                       199,692
       Cova Small Cap Stock                        8,102,206       MFS Global Governments                                  8,380
       Cova Large Cap Stock                       26,021,420       Oppenheimer Capital Appreciation                       97,990
       Cova Select Equity                         19,404,781       Oppenheimer Main Street Growth & Income               283,912
       Cova International Equity                   9,882,237       Oppenheimer High Income                               168,330
       GACC Money Market                           1,730,793       Oppenheimer Bond                                      675,130
       Russell Multi-Style Equity                  2,357,880       Oppenheimer Strategic Bond                             76,070
       Russell Aggressive Equity                     363,194       Putnam VT Growth and Income                         1,446,341
       Russell Non-US                                986,100       Putnam VT New Value                                    29,144
       Russell Core Bond                           2,052,218       Putnam VT Vista                                       174,724
       Russell Real Estate Securities                 24,897       Putnam VT International Growth                        893,839
       AIM V.I. Value                              1,439,986       Putnam VT International New Opportunities              97,043
       AIM V.I. Capital Appreciation                 394,459       Templeton Bond                                          6,210
       AIM V.I. International Equity                 224,318       Franklin Small Cap Investments                        150,434
       Alliance Premier Growth                     1,715,602       Templeton Stock                                        84,215
       Alliance Real Estate Investment               235,370       Templeton International                               315,698
       Liberty Newport Tiger Fund, Variable           21,879       Templeton Developing Markets                          106,298
       Goldman Sachs Growth and Income               233,342       Templeton Mutual Shares Investments                    85,804
       Goldman Sachs International Equity            290,821       Franklin Growth Investments                            54,960
       Goldman Sachs Global Income                    33,626       Fidelity VIP Growth                                    40,925
       Kemper Dreman High Return Equity                  102       Fidelity VIP II Contrafund                              7,440
       Kemper Small Cap Growth                        93,573       Fidelity VIP III Growth Opportunities                   5,915
       Kemper Small Cap Value                        232,869       Fidelity VIP III Growth & Income                       78,968
       Kemper Government Securities                  313,544       Fidelity VIP Equity-Income                             39,406
                                                                                                               ------------------
                                                                                                                   $ 150,363,163
                                                                                                               ==================

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    UNIT FAIR VALUE
       A summary of accumulation unit values, net assets, total return and
       expense ratios for each sub-account follows:


                                                 Commenced                         Accumulation Unit Value
                                                                 ------------------------------------------------------------
                                                 Operations        9/30/99        12/31/98        12/31/97       12/31/96
                                                -------------    -------------  --------------  -------------  --------------
<S>                                                 <C>             <C>             <C>            <C>             <C>
       Cova Lord Abbett Growth and Income             1/8/99   $    35.846834               -              -               -
       Cova Bond Debenture                           5/20/96        13.297003       13.496510      12.881799       11.294929
       Cova Developing Growth                        11/7/97        11.961763       11.067868      10.527555               -
       Cova Large Cap Research                       2/17/98        12.785720       11.825638              -               -
       Cova Mid-Cap Value                            11/7/97        10.653220       10.437956      10.467957               -
       Cova Quality Bond                             5/20/96        11.609294       11.914509      11.155144       10.368767
       Cova Small Cap Stock                          5/15/96        13.321396       12.582885      13.491493       11.308427
       Cova Large Cap Stock                          5/16/96        20.192781       19.428505      14.889464       11.334982
       Cova Select Equity                            5/15/96        16.298247       16.987203      14.053503       10.838053
       Cova International Equity                     5/14/96        13.850867       12.889314      11.462436       10.967004
       GACC Money Market                             12/4/97        11.405631       11.109949      10.667017               -
       Russell Multi-Style Equity                   12/31/97        13.041389       12.740123      10.000000               -
       Russell Aggressive Equity                    12/31/97         9.230506       10.001283      10.000000               -
       Russell Non-US                               12/31/97        12.309179       11.182808      10.000000               -
       Russell Core Bond                            12/31/97        10.459537       10.631124      10.000000               -
       Russell Real Estate Securities                 7/1/99         9.190015               -              -               -
       AIM V.I. Value                               12/31/97        14.275217       13.075597      10.000000               -
       AIM V.I. Capital Appreciation                12/31/97        12.436827       11.800084      10.000000               -
       AIM V.I. International Equity                12/31/97        12.347899       11.418467      10.000000               -
       Alliance Premier Growth                      12/31/97        15.745289       14.620511      10.000000               -
       Alliance Real Estate Investment              12/31/97         7.580283        8.000583      10.000000               -
       Liberty Newport Tiger Fund, Variable         12/31/97        11.474808        9.278784      10.000000               -
       Goldman Sachs Growth and Income               3/31/98         9.507941        9.911702              -               -
       Goldman Sachs International Equity            3/31/98        12.237176       11.416783              -               -
       Goldman Sachs Global Income                   3/31/98        10.557479       10.815310              -               -
       Kemper Dreman High Return Equity              5/15/98         9.670000       10.489000              -               -
       Kemper Small Cap Growth                      12/31/97        11.881303       11.687795      10.000000               -
       Kemper Small Cap Value                       12/31/97         8.523422        8.770360      10.000000               -
       Kemper Government Securities                 12/31/97        10.609487       10.634608      10.000000               -
       MFS Bond                                      5/15/98        10.341000       10.509000              -               -
       MFS Research                                 12/31/97        12.266571       12.179142      10.000000               -
       MFS Growth with Income                       12/31/97        11.534481       12.075079      10.000000               -
       MFS Emerging Growth                          12/31/97        14.937310       13.244101      10.000000               -
       MFS/F&C Emerging Markets Equity              12/31/97         6.976271        6.581757      10.000000               -
       MFS High Income                              12/31/97        10.127249        9.863111      10.000000               -
       MFS Global Governments                       12/31/97        10.391322       10.663503      10.000000               -
       Oppenheimer Capital Appreciation             12/31/97        13.358170       12.244057      10.000000               -
       Oppenheimer Main Street Growth & Income      12/31/97        11.144103       10.340279      10.000000               -
       Oppenheimer High Income                      12/31/97        10.062994        9.907918      10.000000               -
       Oppenheimer Bond                             12/31/97        10.238538       10.551643      10.000000               -
       Oppenheimer Strategic Bond                   12/31/97        10.093478       10.164797      10.000000               -
       Putnam VT Growth and Income                  12/31/97        11.215192       11.403244      10.000000               -
       Putnam VT New Value                          12/31/97        10.249387       10.498075      10.000000               -
       Putnam VT Vista                              12/31/97        12.641068       11.804097      10.000000               -
       Putnam VT International Growth               12/31/97        13.728132       11.729428      10.000000               -
       Putnam VT International New Opportunities    12/31/97        14.593575       11.420772      10.000000               -
       Templeton Bond                                 3/1/99         9.795096               -              -               -
       Franklin Small Cap Investments                 3/1/99        12.713311               -              -               -
       Templeton Stock                                3/2/99        11.390124               -              -               -
       Templeton International                       9/21/98         9.858587        9.149729              -               -
       Templeton Developing Markets                  9/21/98         9.132548        7.557531              -               -
       Templeton Mutual Shares Investments           9/21/98         9.888972        9.646506              -               -
       Franklin Growth Investments                    3/1/99        11.623799               -              -               -
       Fidelity VIP Growth                           2/17/98        14.445422       13.115493              -               -
       Fidelity VIP II Contrafund                    2/17/98        13.028946       12.429344              -               -
       Fidelity VIP III Growth Opportunities         2/17/98        11.449022       11.814000              -               -
       Fidelity VIP III Growth & Income              2/17/98        12.234362       12.259160              -               -
       Fidelity VIP Equity-Income                    2/17/98        10.872928       10.674283              -               -

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    UNIT FAIR VALUE
       A summary of accumulation unit values, net assets, total return and
       expense ratios for each sub-account follows:


                                                 Commenced                        Net Assets (in thousands)
                                                                 ------------------------------------------------------------
                                                 Operations        9/30/99        12/31/98        12/31/97       12/31/96
                                                -------------    -------------  --------------  -------------  --------------
<S>                                                 <C>                <C>             <C>            <C>              <C>
       Cova Lord Abbett Growth and Income             1/8/99   $       43,781               -              -               -
       Cova Bond Debenture                           5/20/96           11,145           9,200          4,475             447
       Cova Developing Growth                        11/7/97            1,394             785             64               -
       Cova Large Cap Research                       2/17/98            1,551             590              -               -
       Cova Mid-Cap Value                            11/7/97            1,244             892             89               -
       Cova Quality Bond                             5/20/96            7,747           5,970          2,617             669
       Cova Small Cap Stock                          5/15/96            8,640           8,354          6,578           1,279
       Cova Large Cap Stock                          5/16/96           30,638          22,001         10,224           1,431
       Cova Select Equity                            5/15/96           19,846          17,884          9,845           2,011
       Cova International Equity                     5/14/96           11,414          10,046          6,351           1,360
       GACC Money Market                             12/4/97            1,773           1,440            150               -
       Russell Multi-Style Equity                   12/31/97            2,302             616              -               -
       Russell Aggressive Equity                    12/31/97              351              87              -               -
       Russell Non-US                               12/31/97            1,058             204              -               -
       Russell Core Bond                            12/31/97            2,001             654              -               -
       Russell Real Estate Securities                 7/1/99               24               -              -               -
       AIM V.I. Value                               12/31/97            1,449              37              -               -
       AIM V.I. Capital Appreciation                12/31/97              405              66              -               -
       AIM V.I. International Equity                12/31/97              238             174              -               -
       Alliance Premier Growth                      12/31/97            1,874             919              -               -
       Alliance Real Estate Investment              12/31/97              206             177              -               -
       Liberty Newport Tiger Fund, Variable         12/31/97               30              22              -               -
       Goldman Sachs Growth and Income               3/31/98              211             130              -               -
       Goldman Sachs International Equity            3/31/98              312             181              -               -
       Goldman Sachs Global Income                   3/31/98               33              32              -               -
       Kemper Dreman High Return Equity              5/15/98                -               -              -               -
       Kemper Small Cap Growth                      12/31/97              101              45              -               -
       Kemper Small Cap Value                       12/31/97              218             146              -               -
       Kemper Government Securities                 12/31/97              314              27              -               -
       MFS Bond                                      5/15/98                -               -              -               -
       MFS Research                                 12/31/97              673             317              -               -
       MFS Growth with Income                       12/31/97            1,230             782              -               -
       MFS Emerging Growth                          12/31/97              906             632              -               -
       MFS/F&C Emerging Markets Equity              12/31/97               28              28              -               -
       MFS High Income                              12/31/97              192             129              -               -
       MFS Global Governments                       12/31/97                8               4              -               -
       Oppenheimer Capital Appreciation             12/31/97              109              62              -               -
       Oppenheimer Main Street Growth & Income      12/31/97              293             154              -               -
       Oppenheimer High Income                      12/31/97              161             104              -               -
       Oppenheimer Bond                             12/31/97              657             489              -               -
       Oppenheimer Strategic Bond                   12/31/97               74              27              -               -
       Putnam VT Growth and Income                  12/31/97            1,367             914              -               -
       Putnam VT New Value                          12/31/97               28              23              -               -
       Putnam VT Vista                              12/31/97              191              80              -               -
       Putnam VT International Growth               12/31/97            1,025             663              -               -
       Putnam VT International New Opportunities    12/31/97              121              55              -               -
       Templeton Bond                                 3/1/99                6               -              -               -
       Franklin Small Cap Investments                 3/1/99              161               -              -               -
       Templeton Stock                                3/2/99               83               -              -               -
       Templeton International                       9/21/98              320              61              -               -
       Templeton Developing Markets                  9/21/98              113              53              -               -
       Templeton Mutual Shares Investments           9/21/98               82               9              -               -
       Franklin Growth Investments                    3/1/99               56               -              -               -
       Fidelity VIP Growth                           2/17/98               42               7              -               -
       Fidelity VIP II Contrafund                    2/17/98                7               1              -               -
       Fidelity VIP III Growth Opportunities         2/17/98                6               1              -               -
       Fidelity VIP III Growth & Income              2/17/98               80              26              -               -
       Fidelity VIP Equity-Income                    2/17/98               37               8              -               -

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    UNIT FAIR VALUE, CONTINUED:



                                                 Commenced                                Total Return*
                                                                 ------------------------------------------------------------
                                                 Operations          1999           1998            1997           1996
                                                -------------    -------------  --------------  -------------  --------------
<S>                                                 <C>                <C>             <C>            <C>             <C>
       Cova Lord Abbett Growth and Income             1/8/99           -0.16%               -              -               -
       Cova Bond Debenture                           5/20/96           -1.48%           4.77%         14.05%          11.32%
       Cova Developing Growth                        11/7/97            8.08%           5.13%         -2.80%               -
       Cova Large Cap Research                       2/17/98            8.12%           9.94%              -               -
       Cova Mid-Cap Value                            11/7/97            2.06%          -0.29%          4.17%               -
       Cova Quality Bond                             5/20/96           -2.56%           6.81%          7.58%           4.20%
       Cova Small Cap Stock                          5/15/96            5.87%          -6.74%         19.31%           3.69%
       Cova Large Cap Stock                          5/16/96            3.93%          30.49%         31.36%          11.62%
       Cova Select Equity                            5/15/96           -4.06%          20.88%         29.67%           6.76%
       Cova International Equity                     5/14/96            7.46%          12.45%          4.52%           8.60%
       GACC Money Market                             12/4/97            2.66%           4.15%          0.34%               -
       Russell Multi-Style Equity                   12/31/97            2.36%          27.40%              -               -
       Russell Aggressive Equity                    12/31/97           -7.71%           0.01%              -               -
       Russell Non-US                               12/31/97           10.07%          11.83%              -               -
       Russell Core Bond                            12/31/97           -1.61%           6.31%              -               -
       Russell Real Estate Securities                 7/1/99           -8.10%               -              -               -
       AIM V.I. Value                               12/31/97            9.17%          30.76%              -               -
       AIM V.I. Capital Appreciation                12/31/97            5.40%          18.00%              -               -
       AIM V.I. International Equity                12/31/97            8.14%          14.19%              -               -
       Alliance Premier Growth                      12/31/97            7.69%          46.21%              -               -
       Alliance Real Estate Investment              12/31/97           -5.25%         -19.99%              -               -
       Liberty Newport Tiger Fund, Variable         12/31/97           23.67%          -7.21%              -               -
       Goldman Sachs Growth and Income               3/31/98           -4.07%         -11.60%              -               -
       Goldman Sachs International Equity            3/31/98            7.19%           1.94%              -               -
       Goldman Sachs Global Income                   3/31/98           -2.38%           6.53%              -               -
       Kemper Dreman High Return Equity              5/15/98           -7.81%           4.89%              -               -
       Kemper Small Cap Growth                      12/31/97            1.66%          16.88%              -               -
       Kemper Small Cap Value                       12/31/97           -2.82%         -12.30%              -               -
       Kemper Government Securities                 12/31/97           -0.24%           6.35%              -               -
       MFS Bond                                      5/15/98           -1.60%           5.09%              -               -
       MFS Research                                 12/31/97            0.72%          21.79%              -               -
       MFS Growth with Income                       12/31/97           -4.48%          20.75%              -               -
       MFS Emerging Growth                          12/31/97           12.79%          32.44%              -               -
       MFS/F&C Emerging Markets Equity              12/31/97            5.99%         -34.18%              -               -
       MFS High Income                              12/31/97            2.68%          -1.37%              -               -
       MFS Global Governments                       12/31/97           -2.55%           6.63%              -               -
       Oppenheimer Capital Appreciation             12/31/97            9.10%          22.44%              -               -
       Oppenheimer Main Street Growth & Income      12/31/97            7.77%           3.40%              -               -
       Oppenheimer High Income                      12/31/97            1.56%          -0.92%              -               -
       Oppenheimer Bond                             12/31/97           -2.97%           5.52%              -               -
       Oppenheimer Strategic Bond                   12/31/97           -0.70%           1.65%              -               -
       Putnam VT Growth and Income                  12/31/97           -1.65%          14.03%              -               -
       Putnam VT New Value                          12/31/97           -2.37%           4.98%              -               -
       Putnam VT Vista                              12/31/97            7.09%          18.04%              -               -
       Putnam VT International Growth               12/31/97           17.04%          17.29%              -               -
       Putnam VT International New Opportunities    12/31/97           27.78%          14.21%              -               -
       Templeton Bond                                 3/1/99           -2.05%               -              -               -
       Franklin Small Cap Investments                 3/1/99           27.13%               -              -               -
       Templeton Stock                                3/2/99           13.90%               -              -               -
       Templeton International                       9/21/98            7.75%          15.92%              -               -
       Templeton Developing Markets                  9/21/98           20.84%          33.87%              -               -
       Templeton Mutual Shares Investments           9/21/98            2.51%          11.61%              -               -
       Franklin Growth Investments                    3/1/99           16.24%               -              -               -
       Fidelity VIP Growth                           2/17/98           10.14%          31.16%              -               -
       Fidelity VIP II Contrafund                    2/17/98            4.82%          24.29%              -               -
       Fidelity VIP III Growth Opportunities         2/17/98           -3.09%          18.14%              -               -
       Fidelity VIP III Growth & Income              2/17/98           -0.20%          22.59%              -               -
       Fidelity VIP Equity-Income                    2/17/98            1.86%           6.74%              -               -


*      The total return for sub-accounts that commenced operations during the period is not annualized.
**     The expense ratio for sub-accounts that commenced operations during the period is annualized.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    UNIT FAIR VALUE, CONTINUED:


                                                                                   Separate Account Expenses
                                                 Commenced                       As a % of Average Net Assets**
                                                                 ------------------------------------------------------------
                                                 Operations          1999           1998            1997           1996
                                                -------------    -------------  --------------  -------------  --------------
<S>                                                  <C>                <C>             <C>            <C>             <C>
       Cova Lord Abbett Growth and Income             1/8/99            1.40%               -              -               -
       Cova Bond Debenture                           5/20/96            1.40%           1.40%          1.40%           1.40%
       Cova Developing Growth                        11/7/97            1.40%           1.40%          1.40%               -
       Cova Large Cap Research                       2/17/98            1.40%           1.40%              -               -
       Cova Mid-Cap Value                            11/7/97            1.40%           1.40%          1.40%               -
       Cova Quality Bond                             5/20/96            1.40%           1.40%          1.40%           1.40%
       Cova Small Cap Stock                          5/15/96            1.40%           1.40%          1.40%           1.40%
       Cova Large Cap Stock                          5/16/96            1.40%           1.40%          1.40%           1.40%
       Cova Select Equity                            5/15/96            1.40%           1.40%          1.40%           1.40%
       Cova International Equity                     5/14/96            1.40%           1.40%          1.40%           1.40%
       GACC Money Market                             12/4/97            1.40%           1.40%          1.40%               -
       Russell Multi-Style Equity                   12/31/97            1.40%           1.40%              -               -
       Russell Aggressive Equity                    12/31/97            1.40%           1.40%              -               -
       Russell Non-US                               12/31/97            1.40%           1.40%              -               -
       Russell Core Bond                            12/31/97            1.40%           1.40%              -               -
       Russell Real Estate Securities                 7/1/99            1.40%               -              -               -
       AIM V.I. Value                               12/31/97            1.40%           1.40%              -               -
       AIM V.I. Capital Appreciation                12/31/97            1.40%           1.40%              -               -
       AIM V.I. International Equity                12/31/97            1.40%           1.40%              -               -
       Alliance Premier Growth                      12/31/97            1.40%           1.40%              -               -
       Alliance Real Estate Investment              12/31/97            1.40%           1.40%              -               -
       Liberty Newport Tiger Fund, Variable         12/31/97            1.40%           1.39%              -               -
       Goldman Sachs Growth and Income               3/31/98            1.40%           1.40%              -               -
       Goldman Sachs International Equity            3/31/98            1.40%           1.40%              -               -
       Goldman Sachs Global Income                   3/31/98            1.40%           1.40%              -               -
       Kemper Dreman High Return Equity              5/15/98            1.40%           0.55%              -               -
       Kemper Small Cap Growth                      12/31/97            1.40%           1.40%              -               -
       Kemper Small Cap Value                       12/31/97            1.40%           1.40%              -               -
       Kemper Government Securities                 12/31/97            1.40%           1.38%              -               -
       MFS Bond                                      5/15/98            1.40%           0.52%              -               -
       MFS Research                                 12/31/97            1.40%           1.40%              -               -
       MFS Growth with Income                       12/31/97            1.40%           1.40%              -               -
       MFS Emerging Growth                          12/31/97            1.40%           1.40%              -               -
       MFS/F&C Emerging Markets Equity              12/31/97            1.40%           1.40%              -               -
       MFS High Income                              12/31/97            1.40%           1.40%              -               -
       MFS Global Governments                       12/31/97            1.40%           1.37%              -               -
       Oppenheimer Capital Appreciation             12/31/97            1.40%           1.40%              -               -
       Oppenheimer Main Street Growth & Income      12/31/97            1.40%           1.40%              -               -
       Oppenheimer High Income                      12/31/97            1.40%           1.40%              -               -
       Oppenheimer Bond                             12/31/97            1.40%           1.40%              -               -
       Oppenheimer Strategic Bond                   12/31/97            1.40%           1.40%              -               -
       Putnam VT Growth and Income                  12/31/97            1.40%           1.40%              -               -
       Putnam VT New Value                          12/31/97            1.40%           1.40%              -               -
       Putnam VT Vista                              12/31/97            1.40%           1.40%              -               -
       Putnam VT International Growth               12/31/97            1.40%           1.40%              -               -
       Putnam VT International New Opportunities    12/31/97            1.40%           1.40%              -               -
       Templeton Bond                                 3/1/99            1.40%               -              -               -
       Franklin Small Cap Investments                 3/1/99            1.40%               -              -               -
       Templeton Stock                                3/2/99            1.40%                              -               -
       Templeton International                       9/21/98            1.40%           1.40%              -               -
       Templeton Developing Markets                  9/21/98            1.40%           1.40%              -               -
       Templeton Mutual Shares Investments           9/21/98            1.40%           1.32%              -               -
       Franklin Growth Investments                    3/1/99            1.40%               -              -               -
       Fidelity VIP Growth                           2/17/98            1.40%           1.35%              -               -
       Fidelity VIP II Contrafund                    2/17/98            1.40%           0.75%              -               -
       Fidelity VIP III Growth Opportunities         2/17/98            1.40%           0.52%              -               -
       Fidelity VIP III Growth & Income              2/17/98            1.40%           1.39%              -               -
       Fidelity VIP Equity-Income                    2/17/98            1.40%           1.34%              -               -


*      The total return for sub-accounts that commenced operations during the period is not annualized.
**     The expense ratio for sub-accounts that commenced operations during the period is annualized.
</TABLE>


<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION
       The realized gain (loss) on the sale of fund shares and the change in
       unrealized appreciation for each sub-account during the nine months
       ending September 30, 1999 and the year ending December 31, 1998 follows:

                                                                                       Realized Gain (Loss)
                                                               ----------------------------------------------------------------
                                                                    Aggregate           Aggregate Cost
                                                  Year or        Proceeds from Sales    of Fund Shares           Realized
                                                   Period        of Fund Shares            Redeemed             Gain (Loss)
                                                 -----------   -------------------    ------------------    -------------------
<S>                                                 <C>              <C>                   <C>                    <C>
       Cova Quality Income                          1999             $ 763,185             $ 780,067              $ (16,882)
                                                    1998                68,255                66,652                  1,603

       Cova Money Market                            1999               267,703               267,703                      -
                                                    1998               127,698               127,698                      -

       Cova Stock Index                             1999             2,369,204             2,061,077                308,127
                                                    1998               135,751               117,530                 18,221

       Cova VKAC Growth and Income                  1999             2,136,203             2,024,017                112,186
                                                    1998               104,628                89,010                 15,618

       Cova Lord Abbett Growth and Income           1999             2,559,061             2,516,416                 42,645
                                                    1998                     -                     -                      -

       Cova Bond Debenture                          1999               691,020               673,122                 17,898
                                                    1998               670,935               657,487                 13,448

       Cova Developing Growth                       1999                17,355                15,911                  1,444
                                                    1998                59,769                61,323                 (1,554)

       Cova Large Cap Research                      1999                39,854                35,720                  4,134
                                                    1998                 1,318                 1,293                     25

       Cova Mid-Cap Value                           1999               128,217               120,987                  7,230
                                                    1998               121,779               126,280                 (4,501)

       Cova Quality Bond                            1999             1,181,032             1,165,131                 15,901
                                                    1998               319,864               309,113                 10,751

       Cova Small Cap Stock                         1999             1,004,121             1,011,598                 (7,477)
                                                    1998               986,220               974,390                 11,830

       Cova Large Cap Stock                         1999             1,145,669               908,622                237,047
                                                    1998             1,700,678             1,489,784                210,894

       Cova Select Equity                           1999               929,358               763,139                166,219
                                                    1998             1,190,393             1,040,041                150,352
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                         Realized Gain (Loss)
                                                                 ----------------------------------------------------------------
                                                                      Aggregate           Aggregate Cost
                                                    Year or        Proceeds from Sales    of Fund Shares           Realized
                                                     Period        of Fund Shares            Redeemed             Gain (Loss)
                                                  ------------   -------------------    ------------------    -------------------
<S>                                                   <C>             <C>                   <C>                     <C>
       Cova International Equity                      1999             $ 651,743             $ 574,546               $ 77,197
                                                      1998               652,667               629,290                 23,377

       GACC Money Market                              1999             1,866,700             1,839,362                 27,338
                                                      1998             2,053,922             2,035,460                 18,462

       Lord Abbett Growth and Income                  1999            38,963,704            34,458,170              4,505,534
                                                      1998             1,839,293             1,749,075                 90,218

       Russell Multi-Style Equity                     1999               184,401               181,795                  2,606
                                                      1998                 7,462                 7,262                    200

       Russell Aggressive Equity                      1999                40,617                40,969                   (352)
                                                      1998                   416                   468                    (52)

       Russell Non-US                                 1999                80,172                74,724                  5,448
                                                      1998                   821                   900                    (79)

       Russell Core Bond                              1999               323,045               334,129                (11,084)
                                                      1998                 1,162                 1,160                      2

       Russell Real Estate Securities                 1999                 1,532                 1,523                      9
                                                      1998                     -                     -                      -

       AIM V.I. Value                                 1999               240,333               235,873                  4,460
                                                      1998                26,188                27,774                 (1,586)

       AIM V.I. Capital Appreciation                  1999                35,089                33,543                  1,546
                                                      1998                   236                   258                    (22)

       AIM V.I. International Equity                  1999                54,165                55,506                 (1,341)
                                                      1998                40,160                46,103                 (5,943)

       Alliance Premier Growth                        1999               226,986               200,203                 26,783
                                                      1998                67,438                74,072                 (6,634)

       Alliance Real Estate Investment                1999                61,460                65,902                 (4,442)
                                                      1998                14,746                17,733                 (2,987)

       Liberty Newport Tiger Fund, Variable           1999                     -                     -                      -
                                                      1998                    37                    33                      4
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                              Realized Gain (Loss)
                                                                      --------------------------------------------------------------
                                                                           Aggregate           Aggregate Cost
                                                         Year or        Proceeds from Sales    of Fund Shares           Realized
                                                          Period        of Fund Shares            Redeemed             Gain (Loss)
                                                         ----------   -------------------    ------------------    -----------------
<S>                                                        <C>               <C>                   <C>                       <C>
       Goldman Sachs Growth and Income                     1999              $ 24,027              $ 23,634                  $ 393
                                                           1998                23,582                27,701                 (4,119)

       Goldman Sachs International Equity                  1999                24,280                23,269                  1,011
                                                           1998                   999                 1,123                   (124)

       Goldman Sachs Global Income                         1999                   371                   375                     (4)
                                                           1998                   181                   176                      5

       Kemper Dreman High Return Equity                    1999                     -                     -                      -
                                                           1998                     -                     -                      -

       Kemper Small Cap Growth                             1999                 3,424                 3,191                    233
                                                           1998                 7,419                 7,675                   (256)

       Kemper Small Cap Value                              1999                36,973                39,648                 (2,675)
                                                           1998                21,781                28,205                 (6,424)

       Kemper Government Securities                        1999                44,898                44,901                     (3)
                                                           1998                     9                     9                      -

       MFS Bond                                            1999                     -                     -                      -
                                                           1998                     -                     -                      -

       MFS Research                                        1999                31,969                30,048                  1,921
                                                           1998                 1,823                 1,914                    (91)

       MFS Growth with Income                              1999                68,668                64,047                  4,621
                                                           1998                40,854                45,826                 (4,972)

       MFS Emerging Growth                                 1999                66,536                54,094                 12,442
                                                           1998                31,963                34,744                 (2,781)

       MFS/Foreign & Colonial  Emerging Markets Equity     1999                35,664                37,441                 (1,777)
                                                           1998                32,580                43,015                (10,435)

       MFS High Income                                     1999                37,569                36,153                  1,416
                                                           1998                18,006                19,172                 (1,166)

       MFS Global Governments                              1999                 1,979                 2,032                    (53)
                                                           1998                    34                    33                      1
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                           Realized Gain (Loss)
                                                                   ----------------------------------------------------------------
                                                                        Aggregate           Aggregate Cost
                                                      Year or        Proceeds from Sales    of Fund Shares           Realized
                                                       Period        of Fund Shares            Redeemed             Gain (Loss)
                                                     -----------   -------------------    ------------------    -------------------
<S>                                                     <C>               <C>                   <C>                     <C>
       Oppenheimer Capital Appreciation                 1999              $ 18,510              $ 16,673                $ 1,837
                                                        1998                   731                   756                    (25)

       Oppenheimer Main Street Growth & Income          1999                64,556                58,551                  6,005
                                                        1998                 1,004                 1,167                   (163)

       Oppenheimer High Income                          1999                17,278                17,773                   (495)
                                                        1998                 2,657                 2,855                   (198)

       Oppenheimer Bond                                 1999               132,308               134,118                 (1,810)
                                                        1998                17,891                17,655                    236

       Oppenheimer Strategic Bond                       1999                15,170                15,293                   (123)
                                                        1998                   160                   165                     (5)

       Putnam VT Growth and Income                      1999               116,095               112,256                  3,839
                                                        1998                45,339                51,871                 (6,532)

       Putnam VT New Value                              1999                12,757                11,473                  1,284
                                                        1998                 6,880                 6,868                     12

       Putnam VT Vista                                  1999                31,449                27,949                  3,500
                                                        1998                   376                   388                    (12)

       Putnam VT International Growth                   1999                96,463                90,256                  6,207
                                                        1998                64,381                72,707                 (8,326)

       Putnam VT International New Opportunities        1999                 7,903                 7,425                    478
                                                        1998                   378                   405                    (27)

       Templeton Bond                                   1999                    17                    17                      -
                                                        1998                     -                     -                      -

       Franklin Small Cap Investments                   1999                   464                   450                     14
                                                        1998                     -                     -                      -

       Templeton Stock                                  1999                25,708                25,916                   (208)
                                                        1998                     -                     -                      -

       Templeton International                          1999                 1,506                 1,454                     52
                                                        1998                   133                   124                      9

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    REALIZED GAIN (LOSS), CONTINUED:
                                                                                        Realized Gain (Loss)
                                                                ----------------------------------------------------------------
                                                                     Aggregate           Aggregate Cost
                                                   Year or      Proceeds from Sales      of Fund Shares           Realized
                                                    Period        of Fund Shares            Redeemed             Gain (Loss)
                                                 ------------   -------------------    ------------------    -------------------
<S>                                                 <C>               <C>                   <C>                     <C>
       Templeton Developing Markets                 1999              $ 33,375              $ 27,585                $ 5,790
                                                    1998                   133                   125                      8

       Templeton Mutual Shares Investments          1999                   449                   433                     16
                                                    1998                     -                     -                      -

       Franklin Growth Investments                  1999                   146                   138                      8
                                                    1998                     -                     -                      -

       Fidelity VIP Growth                          1999                 1,129                   989                    140
                                                    1998                     3                     3                      -

       Fidelity VIP II Contrafund                   1999                    59                    58                      1
                                                    1998                     -                     -                      -

       Fidelity VIP III Growth Opportunities        1999                    54                    52                      2
                                                    1998                     -                     -                      -

       Fidelity VIP III Growth & Income             1999                 1,502                 1,340                    162
                                                    1998                     -                     -                      -

       Fidelity VIP Equity-Income                   1999                   409                   411                     (2)
                                                    1998                     -                     -                      -
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    UNREALIZED APPRECIATION:
                                                                                Unrealized Appreciation (Depreciation)
                                                                  ----------------------------------------------------------------
                                                                     Appreciation           Appreciation
                                                     Year or        (Depreciation)         (Depreciation)
                                                      Period         End of Period        Beginning of Period        Change
                                                   ------------   -------------------    ---------------------   -----------------
<S>                                                    <C>              <C>                   <C>                    <C>
       Cova Quality Income                             1999                   $ -              $ 19,209              $ (19,209)
                                                       1998                19,209                14,678                  4,531

       Cova Money Market                               1999                     -                     -                      -
                                                       1998                     -                     -                      -

       Cova Stock Index                                1999                     -               491,713               (491,713)
                                                       1998               491,713               393,343                 98,370

       Cova VKAC Growth and Income                     1999                     -               316,285               (316,285)
                                                       1998               316,285               251,383                 64,902

       Cova Lord Abbett Growth and Income              1999               232,226                     -                232,226
                                                       1998                     -                     -                      -

       Cova Bond Debenture                             1999               (99,802)              273,399               (373,201)
                                                       1998               273,399               163,335                110,064

       Cova Developing Growth                          1999               135,170                57,633                 77,537
                                                       1998                57,633                   404                 57,229

       Cova Large Cap Research                         1999               113,729                52,098                 61,631
                                                       1998                52,098                     -                 52,098

       Cova Mid-Cap Value                              1999                40,102                14,516                 25,586
                                                       1998                14,516                 2,536                 11,980

       Cova Quality Bond                               1999                10,730               254,121               (243,391)
                                                       1998               254,121                42,116                212,005

       Cova Small Cap Stock                            1999               537,531                (2,832)               540,363
                                                       1998                (2,832)              765,772               (768,604)

       Cova Large Cap Stock                            1999             4,616,261             4,717,561               (101,300)
                                                       1998             4,717,561               630,868              4,086,693

       Cova Select Equity                              1999               441,615             3,163,743             (2,722,128)
                                                       1998             3,163,743             1,284,973              1,878,770

       Cova International Equity                       1999             1,531,675               918,988                612,687
                                                       1998               918,988                91,655                827,333

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    UNREALIZED APPRECIATION, CONTINUED:
                                                                               Unrealized Appreciation (Depreciation)
                                                                 ----------------------------------------------------------------
                                                                    Appreciation           Appreciation
                                                    Year or        (Depreciation)         (Depreciation)
                                                     Period         End of Period        Beginning of Period        Change
                                                   -----------   -------------------    ---------------------   -----------------
<S>                                                   <C>              <C>                   <C>                    <C>
       GACC Money Market                              1999              $ 42,459               $ 8,746               $ 33,713
                                                      1998                 8,746                   440                  8,306

       Lord Abbett Growth and Income                  1999                     -             2,782,796             (2,782,796)
                                                      1998             2,782,796             1,514,090              1,268,706

       Russell Multi-Style Equity                     1999               (56,195)               37,385                (93,580)
                                                      1998                37,385                     -                 37,385

       Russell Aggressive Equity                      1999               (11,732)               (1,753)                (9,979)
                                                      1998                (1,753)                    -                 (1,753)

       Russell Non-US                                 1999                72,021                 1,844                 70,177
                                                      1998                 1,844                     -                  1,844

       Russell Core Bond                              1999               (50,755)                3,543                (54,298)
                                                      1998                 3,543                     -                  3,543

       Russell Real Estate Securities                 1999                  (721)                    -                   (721)
                                                      1998                     -                     -                      -

       AIM V.I. Value                                 1999                 8,866                 1,376                  7,490
                                                      1998                 1,376                     -                  1,376

       AIM V.I. Capital Appreciation                  1999                10,989                 5,386                  5,603
                                                      1998                 5,386                     -                  5,386

       AIM V.I. International Equity                  1999                14,018                (6,224)                20,242
                                                      1998                (6,224)                    -                 (6,224)

       Alliance Premier Growth                        1999               158,572               118,514                 40,058
                                                      1998               118,514                     -                118,514

       Alliance Real Estate Investment                1999               (29,280)              (17,191)               (12,089)
                                                      1998               (17,191)                    -                (17,191)

       Liberty Newport Tiger Fund, Variable           1999                 8,583                 2,743                  5,840
                                                      1998                 2,743                     -                  2,743

       Goldman Sachs Growth and Income                1999               (22,011)              (11,213)               (10,798)
                                                      1998               (11,213)                    -                (11,213)

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    UNREALIZED APPRECIATION, CONTINUED:
                                                                                 Unrealized Appreciation (Depreciation)
                                                                    ----------------------------------------------------------------
                                                                       Appreciation           Appreciation
                                                       Year or        (Depreciation)         (Depreciation)
                                                        Period         End of Period        Beginning of Period        Change
                                                      -----------   -------------------    ---------------------   -----------------
<S>                                                       <C>               <C>                    <C>                   <C>
       Goldman Sachs International Equity                 1999              $ 21,660               $ 2,720               $ 18,940
                                                          1998                 2,720                     -                  2,720

       Goldman Sachs Global Income                        1999                  (631)                 (187)                  (444)
                                                          1998                  (187)                    -                   (187)

       Kemper Dreman High Return Equity                   1999                    (5)                    5                    (10)
                                                          1998                     5                     -                      5

       Kemper Small Cap Growth                            1999                 7,563                 3,989                  3,574
                                                          1998                 3,989                     -                  3,989

       Kemper Small Cap Value                             1999               (14,743)              (13,980)                  (763)
                                                          1998               (13,980)                    -                (13,980)

       Kemper Government Securities                       1999                   713                   206                    507
                                                          1998                   206                     -                    206

       MFS Bond                                           1999                     1                     5                     (4)
                                                          1998                     5                     -                      5

       MFS Research                                       1999                16,916                24,572                 (7,656)
                                                          1998                24,572                     -                 24,572

       MFS Growth with Income                             1999                (6,817)               54,989                (61,806)
                                                          1998                54,989                     -                 54,989

       MFS Emerging Growth                                1999               177,950                87,574                 90,376
                                                          1998                87,574                     -                 87,574

       MFS/Foreign & Colonial Emerging Markets Equity     1999                (2,414)               (7,685)                 5,271
                                                          1998                (7,685)                    -                 (7,685)

       MFS High Income                                    1999                (7,521)               (2,625)                (4,896)
                                                          1998                (2,625)                    -                 (2,625)

       MFS Global Governments                             1999                  (135)                  189                   (324)
                                                          1998                   189                     -                    189

       Oppenheimer Capital Appreciation                   1999                10,548                 9,357                  1,191
                                                          1998                 9,357                     -                  9,357

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    UNREALIZED APPRECIATION, CONTINUED:
                                                                                            Unrealized Appreciation (Depreciation)
                                                                    ----------------------------------------------------------------
                                                                       Appreciation           Appreciation
                                                       Year or        (Depreciation)         (Depreciation)
                                                        Period         End of Period        Beginning of Period        Change
                                                      -----------   -------------------    ---------------------   -----------------
<S>                                                     <C>                <C>                    <C>                  <C>
       Oppenheimer Main Street Growth & Income          1999               $ 9,538                $ (771)              $ 10,309
                                                        1998                  (771)                    -                   (771)

       Oppenheimer High Income                          1999                (7,601)               (2,071)                (5,530)
                                                        1998                (2,071)                    -                 (2,071)

       Oppenheimer Bond                                 1999               (18,232)               12,503                (30,735)
                                                        1998                12,503                     -                 12,503

       Oppenheimer Strategic Bond                       1999                (1,724)                 (129)                (1,595)
                                                        1998                  (129)                    -                   (129)

       Putnam VT Growth and Income                      1999               (79,758)               44,649               (124,407)
                                                        1998                44,649                     -                 44,649

       Putnam VT New Value                              1999                  (737)                  860                 (1,597)
                                                        1998                   860                     -                    860

       Putnam VT Vista                                  1999                15,966                 7,815                  8,151
                                                        1998                 7,815                     -                  7,815

       Putnam VT International Growth                   1999               131,342                (2,297)               133,639
                                                        1998                (2,297)                    -                 (2,297)

       Putnam VT International New Opportunities        1999                24,068                   299                 23,769
                                                        1998                   299                     -                    299

       Templeton Bond                                   1999                    28                     -                     28
                                                        1998                     -                     -                      -

       Franklin Small Cap Investments                   1999                10,635                     -                 10,635
                                                        1998                     -                     -                      -

       Templeton Stock                                  1999                (1,564)                    -                 (1,564)
                                                        1998                     -                     -                      -

       Templeton International                          1999                 4,090                 4,711                   (621)
                                                        1998                 4,711                     -                  4,711

       Templeton Developing Markets                     1999                 6,501                 3,570                  2,931
                                                        1998                 3,570                     -                  3,570

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    UNREALIZED APPRECIATION, CONTINUED:
                                                                                   Unrealized Appreciation (Depreciation)
                                                                   ----------------------------------------------------------------
                                                                      Appreciation           Appreciation
                                                      Year or        (Depreciation)         (Depreciation)
                                                       Period         End of Period        Beginning of Period        Change
                                                    ------------   -------------------    --------------------   ------------------
<S>                                                     <C>               <C>                      <C>                 <C>
       Templeton Mutual Shares Investments              1999              $ (3,636)                $ 263               $ (3,899)
                                                        1998                   263                     -                    263

       Franklin Growth Investments                      1999                 1,026                     -                  1,026
                                                        1998                     -                     -                      -

       Fidelity VIP Growth                              1999                 1,127                 1,118                      9
                                                        1998                 1,118                     -                  1,118

       Fidelity VIP II Contrafund                       1999                   (75)                   99                   (174)
                                                        1998                    99                     -                     99

       Fidelity VIP III Growth Opportunities            1999                    55                    19                     36
                                                        1998                    19                     -                     19

       Fidelity VIP III Growth & Income                 1999                 1,004                 3,784                 (2,780)
                                                        1998                 3,784                     -                  3,784

       Fidelity VIP Equity-Income                       1999                (2,232)                  635                 (2,867)
                                                        1998                   635                     -                    635
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS
       The change in the number of units for each sub-account follows:


                                                                                  Cova
                                      ----------------------------------------------------------------------------------------------
                                                                                  VKAC       Lord Abbett
                                                                                 Growth        Growth
                                        Quality        Money         Stock         and           and         Bond       Developing
                                      Income (1)    Market (1)     Index (1)   Income (1)      Income      Debenture      Growth
                                      ------------  ------------  -----------  ------------  ------------  -----------  ------------
<S>                                       <C>           <C>          <C>           <C>         <C>            <C>           <C>
Accumulation units:
   Unit balance at 12/31/97                43,729        29,951       69,602        80,080             -      347,400         6,039

     Cova units purchased                       -             -            -             -             -            -             -
     Cova units redeemed                        -             -            -             -             -            -             -
     Contract units purchased                   -             -            -            48             -       83,877        31,649
     Contract units transferred, net          763        (8,882)       5,039         9,020             -      280,852        33,339
     Contract units redeemed                 (507)         (306)      (1,474)       (2,306)            -      (30,453)         (101)
                                      ------------  ------------  -----------  ------------  ------------  -----------  ------------
   Unit balance at 12/31/98                43,985        20,763       73,167        86,842             -      681,676        70,926

     Cova units purchased                       -             -            -             -             -            -             -
     Cova units redeemed                        -             -            -             -             -            -             -
     Contract units purchased                   -             -            -             -        18,549       26,239        12,290
     Contract units transferred, net      (43,985)      (20,763)     (73,167)      (86,842)    1,267,182      192,437        33,592
     Contract units redeemed                    -             -            -             -       (67,897)     (62,762)         (306)
                                      ------------  ------------  -----------  ------------  ------------  -----------  ------------
   Unit balance at 9/30/99                      -             -            -             -     1,217,834      837,590       116,502
                                      ============  ============  ===========  ============  ============  ===========  ============




Annuity units:
   Unit balance at 12/31/97                                                                            -            -

     Contract units purchased                                                                          -            -
     Contract units redeemed                                                                           -            -
                                                                                             ------------  -----------
   Unit balance at 12/31/98                                                                            -            -

     Contract units purchased                                                                      4,597          574
     Contract units redeemed                                                                         (56)          (3)
                                                                                             ------------  -----------
   Unit balance at 9/30/99                                                                         4,541          571
                                                                                             ============  ===========


(1)    Sub-account ceased operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                                                Cova
                                       ---------------------------------------------------------------------------------------------

                                          Large                                Small         Large
                                           Cap        Mid-Cap     Quality       Cap           Cap          Select      International
                                        Research       Value        Bond       Stock         Stock         Equity         Equity
                                       -----------  -----------  ----------  ----------  -------------  ------------  --------------
<S>                                       <C>          <C>         <C>         <C>          <C>           <C>               <C>
Accumulation units:
   Unit balance at 12/31/97                     -        8,510     234,643     487,580        686,677       700,550         554,105

     Cova units purchased                       -            -           -           -              -             -               -
     Cova units redeemed                        -            -           -           -              -             -               -
     Contract units purchased              21,971       56,591      71,796      55,831         86,312        93,645          39,068
     Contract units transferred, net       27,982       20,523     212,881     162,174        401,442       309,696         218,017
     Contract units redeemed                  (59)        (167)    (18,275)    (41,660)       (42,041)      (51,094)        (31,815)
                                       -----------  -----------  ----------  ----------  -------------  ------------  --------------
   Unit balance at 12/31/98                49,894       85,457     501,045     663,925      1,132,390     1,052,797         779,375

     Cova units purchased                       -            -           -           -              -             -               -
     Cova units redeemed                        -            -           -           -              -             -               -
     Contract units purchased              19,713        6,097      43,572       5,967         55,225        34,885          12,777
     Contract units transferred, net       53,624       26,508     166,110      11,358        381,193       188,112          61,052
     Contract units redeemed               (1,887)      (1,264)    (43,380)    (32,689)       (52,018)      (58,600)        (29,146)
                                       -----------  -----------  ----------  ----------  -------------  ------------  --------------
   Unit balance at 9/30/99                121,344      116,798     667,347     648,561      1,516,790     1,217,194         824,058
                                       ===========  ===========  ==========  ==========  =============  ============  ==============




Annuity units:
   Unit balance at 12/31/97                                                                         -             -

     Contract units purchased                                                                       -             -
     Contract units redeemed                                                                        -             -
                                                                                         -------------  ------------
   Unit balance at 12/31/98                                                                         -             -

     Contract units purchased                                                                     496           536
     Contract units redeemed                                                                       (2)           (2)
                                                                                         -------------  ------------
   Unit balance at 9/30/99                                                                        494           534
                                                                                         =============  ============
</TABLE>

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                           GACC       Lord Abbett                                Russell
                                        -----------  -------------   ---------------------------------------------------------------

                                                        Growth         Multi-                                               Real
                                           Money          and          Style      Aggressive                   Core        Estate
                                          Market        Income         Equity       Equity       Non-US        Bond       Securities
                                        -----------  -------------   ----------  ------------  -----------  -----------  -----------
<S>                                        <C>         <C>              <C>           <C>          <C>          <C>           <C>
Accumulation units:
    Unit balance at 12/31/97                14,091        791,310            -             -            -            -            -

      Cova units purchased                       -              -           10            10           10           10            -
      Cova units redeemed                        -              -          (10)          (10)         (10)         (10)           -
      Contract units purchased             175,697         70,041       45,702         7,795       16,824       54,877            -
      Contract units transferred, net      (33,948)       266,026        2,780           887        1,475        6,720            -
      Contract units redeemed              (26,271)       (46,611)         (94)          (31)         (40)         (99)           -
                                        -----------  -------------   ----------  ------------  -----------  -----------  -----------

    Unit balance at 12/31/98               129,569      1,080,766       48,388         8,651       18,259       61,498            -

      Cova units purchased                       -              -            -             -            -            -           10
      Cova units redeemed                        -              -            -             -            -            -            -
      Contract units purchased              28,082          1,724       72,472        16,870       34,726       44,528          421
      Contract units transferred, net       61,023     (1,081,503)      67,103        16,184       38,168       96,956        2,358
      Contract units redeemed              (63,208)          (987)     (11,479)       (3,630)      (5,194)     (11,636)        (158)
                                        -----------  -------------   ----------  ------------  -----------  -----------  -----------
    Unit balance at 9/30/99                155,466              -      176,484        38,075       85,959      191,346        2,631
                                        ===========  =============   ==========  ============  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                        AIM                           Alliance          Liberty     Goldman Sachs
                                      ---------------------------------------- ----------------------  ----------  ----------------
                                                                                                        Newport
                                                                    V.I.                     Real        Tiger          Growth
                                                  V.I. Capital  International  Premier      Estate       Fund,           and
                                      V.I. Value  Appreciation     Equity       Growth    Investment   Variable         Income
                                      ----------  ------------- -------------- ---------  -----------  ----------  ----------------
<S>                                     <C>             <C>            <C>      <C>           <C>          <C>             <C>
Accumulation units:
   Unit balance at 12/31/97                   -              -              -         -            -           -                 -

     Cova units purchased                    10             10             10        10           10          10                 9
     Cova units redeemed                      -              -            (10)      (10)         (10)          -                (9)
     Contract units purchased             2,811          5,456         15,482    61,989       20,016       2,387            11,978
     Contract units transferred, net         44            104            (97)    1,056        2,144           -             1,129
     Contract units redeemed                  -              -           (128)     (176)         (83)          -                 -
                                      ----------  ------------- -------------- ---------  -----------  ----------  ----------------
   Unit balance at 12/31/98               2,865          5,570         15,257    62,869       22,077       2,397            13,107

     Cova units purchased                     -              -              -         -            -           -                 -
     Cova units redeemed                    (10)           (10)             -         -            -           -                 -
     Contract units purchased            34,362         12,532          4,361    23,815        1,477         243             1,236
     Contract units transferred, net     65,875         14,572           (149)   39,942        4,868           -             8,096
     Contract units redeemed             (1,602)           (65)          (168)   (7,600)      (1,235)          -              (213)
                                      ----------  ------------- -------------- ---------  -----------  ----------  ----------------
   Unit balance at 9/30/99              101,490         32,599         19,301   119,026       27,187       2,640            22,226
                                      ==========  ============= ============== =========  ===========  ==========  ================

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                 Goldman Sachs                               Kemper                         MFS
                                           --------------------------  -------------------------------------------------  -------
                                                                         Dreman
                                                                          High       Small       Small
                                            International    Global      Return       Cap         Cap       Government
                                               Equity        Income      Equity      Growth      Value      Securities     Bond
                                           ---------------  ---------  ----------  ----------  ---------  --------------  -------
<S>                                                <C>         <C>            <C>      <C>       <C>             <C>          <C>
Accumulation units:
       Unit balance at 12/31/97                         -          -           -           -          -               -        -

         Cova units purchased                           9         10          10          10         10              10       10
         Cova units redeemed                           (9)         -           -         (10)       (10)              -        -
         Contract units purchased                  13,558      2,992           -       3,287     18,879           2,180        -
         Contract units transferred, net            2,301          -           -         542     (2,152)            329        -
         Contract units redeemed                        -          -           -           -        (86)              -        -
                                           ---------------  ---------  ----------  ----------  ---------  --------------  -------
       Unit balance at 12/31/98                    15,859      3,002          10       3,829     16,641           2,519       10

         Cova units purchased                           -          -           -           -          -               -        -
         Cova units redeemed                            -          -           -           -          -             (10)       -
         Contract units purchased                   2,090          -           -       1,511      5,762           4,211        -
         Contract units transferred, net            7,708        126           -       3,419      4,500          24,237        -
         Contract units redeemed                     (122)        (3)          -        (247)    (1,313)         (1,338)       -
                                           ---------------  ---------  ----------  ----------  ---------  --------------  -------
       Unit balance at 9/30/99                     25,535      3,125          10       8,512     25,590          29,619       10
                                           ===============  =========  ==========  ==========  =========  ==============  =======

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                                             MFS                                     Oppenheimer
                                       -------------------------------------------------------------------------   ---------------
                                                                            F&C
                                                   Growth                 Emerging
                                                    with     Emerging     Markets       High          Global           Capital
                                        Research   Income     Growth       Equity      Income      Governments      Appreciation
                                       ----------  --------  ---------   ----------   ---------   --------------   ---------------
<S>                                       <C>      <C>         <C>           <C>        <C>                 <C>             <C>
Accumulation units:
   Unit balance at 12/31/97                    -         -          -            -           -                -                 -

     Cova units purchased                     10        10         10           10          10               10                10
     Cova units redeemed                     (10)      (10)       (10)         (10)        (10)               -                 -
     Contract units purchased             22,166    60,871     45,740        8,277      12,308              316             4,131
     Contract units transferred, net       3,870     4,170      2,112       (3,990)        826               59               938
     Contract units redeemed                 (42)     (250)      (142)         (53)        (54)               -               (42)
                                       ----------  --------  ---------   ----------   ---------   --------------   ---------------
   Unit balance at 12/31/98               25,994    64,791     47,710        4,234      13,080              385             5,037

     Cova units purchased                      -         -          -            -           -                -                 -
     Cova units redeemed                       -         -          -            -           -                -               (10)
     Contract units purchased             11,000     6,463      5,899          280       1,924                -               971
     Contract units transferred, net      20,369    38,374     10,834         (469)      4,011              595             2,174
     Contract units redeemed              (2,519)   (3,012)    (3,768)        (101)        (40)            (187)              (47)
                                       ----------  --------  ---------   ----------   ---------   --------------   ---------------
   Unit balance at 9/30/99                54,844   106,616     60,675        3,944      18,975              793             8,125
                                       ==========  ========  =========   ==========   =========   ==============   ===============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                                    Oppenheimer                               Putnam
                                           -------------------------------------------------  --------------------------------------
                                            Main Street
                                              Growth                                           VT Growth
                                                and         High                  Strategic       and         VT New
                                              Income       Income       Bond        Bond         Income        Value      VT Vista
                                           -------------  ---------  ----------  -----------  ------------   ---------   -----------
<S>                                              <C>        <C>         <C>           <C>         <C>           <C>          <C>
Accumulation units:
       Unit balance at 12/31/97                       -          -           -            -             -           -             -

         Cova units purchased                        10         10          10           10            10          10            10
         Cova units redeemed                        (10)       (10)        (10)           -           (10)          -           (10)
         Contract units purchased                13,701      9,108      39,444        2,196        72,178         487         4,298
         Contract units transferred, net          1,202      1,436       7,160          478         8,219       1,705         2,501
         Contract units redeemed                    (21)       (11)       (227)           -          (283)          -             -
                                           -------------  ---------  ----------  -----------  ------------   ---------   -----------
       Unit balance at 12/31/98                  14,882     10,533      46,377        2,684        80,114       2,202         6,799

         Cova units purchased                         -          -           -            -             -           -             -
         Cova units redeemed                          -          -           -            -             -           -             -
         Contract units purchased                 4,070      2,063       2,822        1,431        10,166         960         1,392
         Contract units transferred, net          8,901      3,456      16,694        3,284        39,932        (359)        8,110
         Contract units redeemed                 (1,522)       (80)     (1,736)         (33)       (8,365)        (32)       (1,217)
                                           -------------  ---------  ----------  -----------  ------------   ---------   -----------
       Unit balance at 9/30/99                   26,331     15,972      64,157        7,366       121,847       2,771        15,084
                                           =============  =========  ==========  ===========  ============   =========   ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                               Putnam                                        Templeton
                                     ------------------------------  --------------------------------------------------------------
                                                          VT
                                          VT         International              Franklin
                                     International        New                  Small Cap                               Developing
                                        Growth       Opportunities    Bond    Investments     Stock    International     Markets
                                     --------------  --------------  -------  -------------  --------  -------------  -------------
<S>                                         <C>              <C>        <C>         <C>        <C>           <C>            <C>
Accumulation units:
   Unit balance at 12/31/97                      -               -        -              -         -              -              -

     Cova units purchased                       10              10        -              -         -             13             18
     Cova units redeemed                       (10)            (10)       -              -         -              -            (18)
     Contract units purchased               56,707           4,416        -              -         -          6,502          3,871
     Contract units transferred, net           107             367        -              -         -            126          3,162
     Contract units redeemed                  (248)              -        -              -         -            (15)             -
                                     --------------  --------------  -------  -------------  --------  -------------  -------------
   Unit balance at 12/31/98                 56,566           4,783        -              -         -          6,626          7,033

     Cova units purchased                        -               -       10             10        10              -              -
     Cova units redeemed                         -               -        -            (10)      (10)           (13)             -
     Contract units purchased                4,697             227      525            806     4,297          8,021          1,209
     Contract units transferred, net        15,589           3,290      102         11,863     2,960         17,875          4,437
     Contract units redeemed                (2,177)             (1)       -              -        (1)           (73)          (328)
                                     --------------  --------------  -------  -------------  --------  -------------  -------------
   Unit balance at 9/30/99                  74,675           8,299      637         12,669     7,256         32,436         12,351
                                     ==============  ==============  =======  =============  ========  =============  =============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
September 30, 1999
Unaudited


<TABLE>
<CAPTION>
(8)    UNIT TRANSACTIONS, CONTINUED:



                                                 Templeton                                     Fidelity
                                       ----------------------------  ---------------------------------------------------------------

                                          Mutual        Franklin                                  VIP III        VIP III     VIP
                                          Shares         Growth        VIP         VIP II         Growth        Growth &    Equity-
                                        Investments    Investments   Growth      Contrafund     Opportunities    Income     Income
                                       -------------  -------------  ----------  ------------  --------------  ----------- ---------
<S>                                           <C>            <C>         <C>             <C>            <C>        <C>        <C>
Accumulation units:
   Unit balance at 12/31/97                       -              -           -             -              -            -          -

     Cova units purchased                        12              -          10            10             10           10         10
     Cova units redeemed                          -              -           -             -              -            -          -
     Contract units purchased                   863              -          89            68              -          325        296
     Contract units transferred, net             69              -         406             -            104        1,747        466
     Contract units redeemed                      -              -           -             -              -            -          -
                                       -------------  -------------  ----------  ------------  -------------  -----------  ---------
   Unit balance at 12/31/98                     944              -         505            78            114        2,082        772

     Cova units purchased                         -             10           -             -              -            -          -
     Cova units redeemed                        (12)           (10)          -             -              -            -          -
     Contract units purchased                     -              -       1,085           463            405        3,059        256
     Contract units transferred, net          7,377          4,817       1,322            24              2        1,395      2,391
     Contract units redeemed                      -             (1)         (1)            -              -            -          -
                                       -------------  -------------  ----------  ------------  -------------  -----------  ---------
   Unit balance at 9/30/99                    8,309          4,816       2,911           565            521        6,536      3,419
                                       =============  =============  ==========  ============  =============  ===========  =========

</TABLE>




                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                              Financial Statements

                           December 31, 1998 and 1997

                   (With Independent Auditors' Report Thereon)


                          INDEPENDENT AUDITORS' REPORT



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


     We have audited the accompanying statement of assets and liabilities of the
     Quality Income, Money Market, Stock Index, Growth and Income, Bond
     Debenture, Developing Growth, Large Cap Research, Mid-Cap Value, Quality
     Bond, Small Cap Stock, Large Cap Stock, Select Equity, and International
     Equity sub-accounts (investment options within the Cova Series Trust); the
     Growth and Income sub-account (investment option within the Lord Abbett
     Series Fund, Inc.); the Money Market sub-account (investment option within
     the General American Capital Company); the Multi-Style Equity, Aggressive
     Equity, Non-US, and Core Bond sub-accounts (investment options within the
     Russell Insurance Funds); the AIM V.I. Value, AIM V.I. Capital
     Appreciation, and AIM V.I. International Equity sub-accounts (investment
     options within the AIM Variable Insurance Funds, Inc.); the Premier Growth
     and Real Estate Investment sub-accounts (investment options within the
     Alliance Variable Products Series Fund, Inc.); the Newport Tiger
     sub-account (investment option within the Liberty Variable Investment
     Trust); the Growth and Income, International Equity, and Global Income
     sub-accounts (investment options within the Goldman Sachs Variable
     Insurance Trust); the Kemper-Dreman High Return Equity, Kemper Small Cap
     Growth, Kemper Small Cap Value, and Kemper Government Securities
     sub-accounts (investment options within the Investors Fund Series); the MFS
     Bond, MFS Research, MFS Growth with Income, MFS Emerging Growth,
     MFS/Foreign & Colonial Emerging Markets Equity, MFS High Income, and MFS
     World Governments sub-accounts (investment options within the MFS Variable
     Insurance Trust); the Oppenheimer Growth, Oppenheimer Growth & Income,
     Oppenheimer High Income, Oppenheimer Bond, and Oppenheimer Strategic Bond
     sub-accounts (investment options within the Oppenheimer Variable Account
     Funds); the Putnam Growth and Income, Putnam New Value, Putnam Vista,
     Putnam International Growth, and Putnam International New Opportunities
     (investment options within the Putnam Variable Trust); the Templeton
     International, Templeton Developing Markets, and Mutual Shares Investments
     (investment options within the Templeton Variable Products Series Fund) and
     Growth, Contrafund, Growth Opportunities, Growth & Income, and
     Equity-Income sub-accounts (investment options within the Variable
     Insurance Products Fund, Fund II, and Fund III) of Cova Variable Annuity
     Account Five of Cova Financial Life Insurance Company (the Separate
     Account) as of December 31, 1998, and the related statement of operations
     for the year then ended and the statements of changes in net assets for the
     two years then ended. These financial statements are the responsibility of
     the Separate Account's management. Our responsibility is to express an
     opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audits to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. Our procedures included confirmation of securities owned as of
     December 31, 1998, by correspondence with transfer agents. An audit also
     includes assessing the accounting principles used and significant estimates
     made by management, as well as evaluating the overall financial statement
     presentation. We believe that our audits provide a reasonable basis for our
     opinion.

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of the sub-accounts of
     Cova Variable Annuity Account Five of Cova Financial Life Insurance Company
     as of December 31, 1998, and the results of their operations and the
     changes in their net assets for each of the years presented, in conformity
     with generally accepted accounting principles.






     Chicago, Illinois
     March 1, 1999


<TABLE>
<CAPTION>
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                       Statement of Assets and Liabilities

                                December 31, 1998


<S>                                                                                                 <C>
Assets:
   Investments:
     Cova Series Trust (Trust):
      Quality Income Portfolio - 70,231 shares at a net asset value of $10.99 per share (cost:      $   771,521
      $752,312)
      Money Market Portfolio - 267,480 shares at a net asset value of $1.00 per share (cost:            267,480
      $267,480)
      Stock Index Portfolio - 103,701 shares at a net asset value of $22.24 per share (cost:          2,306,502
      $1,814,789)
      VKAC Growth and Income Portfolio - 118,981 shares at a net asset value of $17.81 per share      2,118,735
      (cost:  $1,802,450)
      Bond Debenture Portfolio - 743,132 shares at a net asset value of $12.38 per share (cost:       9,200,594
      $8,927,195)
      Developing Growth Portfolio - 69,838 shares at a net asset value of $11.24 per share (cost:       785,026
      $727,393)
      Large Cap Research Portfolio - 49,317 shares at a net asset value of $11.96 per share             590,045
      (cost:  $537,947)
      Mid-Cap Value Portfolio - 84,292 shares at a net asset value of $10.58 per share (cost:           892,031
      $877,515)
      Quality Bond Portfolio - 541,754 shares at a net asset value of $11.02 per share (cost:         5,969,934
      $5,715,813)
      Small Cap Stock Portfolio - 697,228 shares at a net asset value of $11.98 per share (cost:      8,354,398
      $8,357,230)
      Large Cap Stock Portfolio - 1,214,540 shares at a net asset value of $18.12 per share           22,001,488
      (cost:  $17,283,927)
      Select Equity Portfolio - 1,112,492 shares at a net asset value of $16.08 per share (cost:      17,884,756
      $14,721,013)
      International Equity Portfolio - 781,347 shares at a net asset value of $12.86 per share        10,045,997
      (cost:  $9,127,009)
     Lord Abbett Series Fund, Inc. (Lord
     Abbett):
      Growth and Income Portfolio - 1,796,658 shares at a net asset value of $20.65 per share         37,099,191
      (cost:  $34,316,395)
     General American Capital Company
     (GACC):
      Money Market Portfolio - 74,779 shares at a net asset value of $19.25 per share (cost:          1,439,559
      $1,430,813)
     Russell Insurance Funds
     (Russell):
      Multi-Style Equity Fund - 38,483 shares at a net asset value of $16.02 per share (cost:           616,495
      $579,110)
      Aggressive Equity Fund - 6,813 shares at a net asset value of $12.70 per share (cost:              86,528
      $88,281)
      Non-US Fund - 18,412 shares at a net asset value of $11.09 per share                              204,193
      (cost:  $202,349)
      Core Bond Fund - 61,219 shares at a net asset value of $10.68 per share                           653,821
      (cost:  $650,278)
     AIM Variable Insurance Funds, Inc.
     (AIM):
      AIM V.I. Value Fund - 1,427 shares at a net asset value of $26.25 per share (cost:  $36,084)       37,460
      AIM V.I. Capital Appreciation Fund - 2,608 shares at a net asset value of $25.20 per share         65,734
      (cost:  $60,348)
      AIM V.I. International Equity Fund - 8,880 shares at a net asset value of $19.62 per share        174,220
      (cost:  $180,444)
     Alliance Variable Products Series Fund, Inc.
     (Alliance):
      Premier Growth Portfolio - 29,623 shares at a net asset value of $31.03 per share (cost:          919,211
      $800,697)
      Real Estate Investment Portfolio - 18,061 shares at a net asset value of $9.78 per share          176,632
      (cost:  $193,823)
     Liberty Variable Investment Trust
     (Liberty):
      Newport Tiger Fund, Variable Series - 14,183 shares at a net asset value of $1.57 per share        22,267
      (cost:  $19,524)
     Goldman Sachs Variable Insurance Trust
     (Goldman Sachs):
      Growth and Income Fund - 12,433 shares at a net asset value of $10.45 per share (cost:            129,922
      $141,135)
      International Equity Fund - 15,202 shares at a net asset value of $11.91 per share (cost:         181,060
      $178,340)
      Global Income Fund - 3,147 shares at a net asset value of $10.32 per                               32,473
      share (cost:  $32,660)
     Investors Fund Series
     (Kemper):
      Kemper Dreman High Return Equity Portfolio - 102 shares at a net asset value of $1.03 per             105
      share (cost:  $100)
      Kemper Small Cap Growth Portfolio - 22,750 shares at a net asset value of $1.97 per share          44,868
      (cost:  $40,879)
      Kemper Small Cap Value Portfolio - 137,341 shares at a net asset value of $1.07 per share         146,329
      (cost:  $160,309)
      Kemper Government Securities Portfolio - 22,204 shares at a net asset value of $1.21 per           26,826
      share (cost:  $26,620)
     MFS Variable Insurance Trust (MFS):
      MFS Bond Series - 9 shares at a net asset value of $11.38 per share                                   105
      (cost:  $100)
      MFS Research Series - 16,619 shares at a net asset value of $19.05 per share (cost:               316,596
      $292,024)
      MFS Growth with Income Series - 38,905 shares at a net asset value of $20.11 per share            782,388
      (cost:  $727,399)
      MFS Emerging Growth Series - 29,432 shares at a net asset value of $21.47 per share (cost:        631,907
      $544,333)
      MFS / Foreign & Colonial Emerging
        Markets Equity Series - 4,723 shares at a net asset value of $5.90 per share (cost:              27,866
        $35,551)
      MFS High Income Series - 11,190 shares at a net asset value of $11.53 per share (cost:            129,019
      $131,644)
      MFS World Governments Series - 377 shares at a net asset value of $10.88 per share (cost:           4,100
      $3,911)
     Oppenheimer Variable Account Funds
     (Oppenheimer):
      Oppenheimer Growth Fund - 1,682 shares at a net asset value of $36.67 per share (cost:             61,672
      $52,315)
      Oppenheimer Growth & Income Fund - 7,514 shares at a net asset value of $20.48 per share          153,890
      (cost:  $154,661)
      Oppenheimer High Income Fund - 9,471 shares at a net asset value of $11.02 per share (cost:       104,368
      $106,439)
      Oppenheimer Bond Fund - 39,722 shares at a net asset value of $12.32 per share (cost:             489,369
      $476,866)
      Oppenheimer Strategic Bond Fund - 5,328 shares at a net asset value of $5.12 per share             27,280
      (cost:  $27,409)
</TABLE>
<TABLE>
<CAPTION>
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                       Statement of Assets and Liabilities

                                December 31, 1998


<S>                                                                                                 <C>
Assets, continued:
   Investments,
   continued:
     Putnam Variable Trust
     (Putnam):
      Putnam Growth and Income Fund - 31,755 shares at a net asset value of $28.77 per share        $   913,589
      (cost:  $868,940)
      Putnam New Value Fund - 1,922 shares at a net asset value of $12.03 per share (cost:               23,120
      $22,260)
      Putnam Vista Fund - 5,452 shares at a net asset value of $14.72 per                                80,256
      share (cost:  $72,441)
      Putnam International Growth Fund - 49,076 shares at a net asset value of $13.52 per share         663,511
      (cost:  $665,808)
      Putnam International New
      Opportunities
        Fund - 4,754 shares at a net asset value of $11.49 per share                                     54,628
        (cost:  $54,329)
     Templeton Variable Products Series Fund
     (Templeton):
      Templeton International Fund - 2,937 shares at a net asset value of $20.69 per share (cost:        60,769
      $56,058)
      Templeton Developing Markets Fund - 10,379 shares at a net asset value of $5.13 per share          53,242
      (cost:  $49,672)
      Mutual Shares Investments Fund - 937 shares at a net asset value of $9.72 per share (cost:          9,108
      $8,845)
     Variable Insurance Products Fund, Fund II, and Fund
     III (Fidelity):
      Growth Portfolio - 148 shares at a net asset value of $44.87 per share                              6,637
      (cost:  $5,519)
      Contrafund Portfolio - 40 shares at a net asset value of $24.44 per                                   976
      share (cost:  $877)
      Growth Opportunities Portfolio - 59 shares at a net asset value of $22.88 per share (cost:          1,345
      $1,326)
      Growth & Income Portfolio - 1,584 shares at a net asset value of $16.15 per share (cost:           25,582
      $21,798)
      Equity-Income Portfolio - 325 shares at a net asset value of $25.42 per                             8,251
      share (cost:  $7,616)
                                                                                                      ----------

          Total                                                                                     $ 127,874,975
          assets
                                                                                                      ==========

Liabilities:
   Trust Quality Income                                                                             $        30
   Trust Money Market                                                                                        10
   Trust Stock                                                                                               89
   Index
   Trust VKAC Growth and Income                                                                              81
   Trust Bond Debenture                                                                                     352
   Trust Developing                                                                                          29
   Growth
   Trust Large Cap                                                                                           23
   Research
   Trust Mid-Cap Value                                                                                       34
   Trust Quality                                                                                            229
   Bond
   Trust Small Cap Stock                                                                                    312
   Trust Large Cap Stock                                                                                    843
   Trust Select                                                                                             683
   Equity
   Trust International                                                                                      385
   Equity
   Lord Abbett Growth and Income                                                                          1,423
   GACC Money Market                                                                                         54
   Russell Multi-Style                                                                                       22
   Equity
   Russell Aggressive                                                                                         3
   Equity
   Russell Non-US                                                                                             7
   Russell Core                                                                                              23
   Bond
   AIM Value                                                                                                  1
   AIM Capital                                                                                                2
   Appreciation
   AIM International                                                                                          7
   Equity
   Alliance Premier                                                                                          35
   Growth
   Alliance Real Estate                                                                                       7
   Investment
   Liberty Newport Tiger                                                                                     25
   Goldman Sachs Growth and                                                                                   5
   Income
   Goldman Sachs International                                                                                7
   Equity
   Goldman Sachs Global Income                                                                                1
   Kemper Small Cap                                                                                         111
   Growth
   Kemper Small Cap                                                                                         386
   Value
   Kemper Government Securities                                                                              40
   MFS Research                                                                                              12
   MFS Growth with                                                                                           30
   Income
   MFS Emerging Growth                                                                                       24
   MFS / F&C Emerging Markets Equity                                                                          1
</TABLE>
<TABLE>
<CAPTION>
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                       Statement of Assets and Liabilities

                                December 31, 1998




<S>                                                                                                 <C>
Liabilities,
continued:
   MFS High Income                                                                                  $         5
   Oppenheimer Growth                                                                                         2
   Oppenheimer Growth & Income                                                                                6
   Oppenheimer High                                                                                           4
   Income
   Oppenheimer                                                                                               19
   Bond
   Oppenheimer Strategic Bond                                                                                 1
   Putnam Growth and Income                                                                                  35
   Putnam New                                                                                                 1
   Value
   Putnam Vista                                                                                               3
   Putnam International Growth                                                                               25
   Putnam International New Opportunities                                                                     2
   Templeton                                                                                                138
   International
   Templeton Developing Markets                                                                              93
   Templeton Mutual Shares Investments                                                                        3
   Fidelity VIP                                                                                              14
   Growth
   Fidelity VIP II                                                                                            1
   Contrafund
   Fidelity VIP III Growth &                                                                                 58
   Income
   Fidelity VIP                                                                                              12
   Equity-Income
                                                                                                      ----------

          Total                                                                                     $     5,748
          liabilities
                                                                                                      ==========

Net
assets:
   Trust Quality Income - 43,985 accumulation units at $17.539867                                   $   771,491
   per unit
   Trust Money Market - 20,763 accumulation units at $12.882157 per                                     267,470
   unit
   Trust Stock Index - 73,167 accumulation units at                                                   2,306,413
   $31.522519 per unit
   Trust VKAC Growth and Income - 86,842 accumulation units at                                        2,118,654
   $24.396679 per unit
   Trust Bond Debenture - 681,676 accumulation units at $13.496510                                    9,200,242
   per unit
   Trust Developing Growth - 70,926 accumulation units at $11.067868                                    784,997
   per unit
   Trust Large Cap Research - 49,894 accumulation units at                                              590,022
   $11.825638 per unit
   Trust Mid-Cap Value - 85,457 accumulation units at $10.437956 per                                    891,997
   unit
   Trust Quality Bond - 501,045 accumulation units at                                                 5,969,705
   $11.914509 per unit
   Trust Small Cap Stock - 663,925 accumulation units at $12.582885                                   8,354,086
   per unit
   Trust Large Cap Stock - 1,132,390 accumulation units at                                            22,000,645
   $19.428505 per unit
   Trust Select Equity - 1,052,797 accumulation units at $16.987203                                   17,884,073
   per unit
   Trust International Equity - 779,375 accumulation units at                                         10,045,612
   $12.889314 per unit
   Lord Abbett Growth and Income - 1,080,766 accumulation units at $34.325431                         37,097,768
   per unit
   GACC Money Market - 129,569 accumulation units at $11.109949 per                                   1,439,505
   unit
   Russell Multi-Style Equity - 48,388 accumulation units at                                            616,473
   $12.740123 per unit
   Russell Aggressive Equity - 8,651 accumulation units at                                               86,525
   $10.001283 per unit
   Russell Non-US - 18,259 accumulation units at                                                        204,186
   $11.182808 per unit
   Russell Core Bond - 61,498 accumulation units at                                                     653,798
   $10.631124 per unit
   AIM Value - 2,865 accumulation units at                                                               37,459
   $13.075597 per unit
   AIM Capital Appreciation - 5,570 accumulation units at $11.800084                                     65,732
   per unit
   AIM International Equity - 15,257 accumulation units at                                              174,213
   $11.418467 per unit
   Alliance Premier Growth - 62,869 accumulation units at $14.620511                                    919,176
   per unit
   Alliance Real Estate Investment - 22,077 accumulation units at                                       176,625
   $8.000583 per unit
   Liberty Newport Tiger - 2,397 accumulation units at                                                   22,242
   $9.278784 per unit
   Goldman Sachs Growth and Income - 13,107 accumulation units at $9.911702                             129,917
   per unit
   Goldman Sachs International Equity - 15,859 accumulation units at                                    181,053
   $11.416783 per unit
   Goldman Sachs Global Income - 3,002 accumulation units at                                             32,472
   $10.815310 per unit
   Kemper Dreman High Return Equity - 10 accumulation units at                                              105
   $10.489000 per unit
   Kemper Small Cap Growth - 3,829 accumulation units at $11.687795                                      44,757
   per unit
   Kemper Small Cap Value - 16,641 accumulation units at $8.770360                                      145,943
   per unit
   Kemper Government Securities - 2,519 accumulation units at                                            26,786
   $10.634608 per unit
   MFS Bond - 10 accumulation units at $10.509000                                                           105
   per unit
   MFS Research - 25,994 accumulation units at $12.179142                                               316,584
   per unit
</TABLE>
<TABLE>
<CAPTION>
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                       Statement of Assets and Liabilities

                                December 31, 1998




<S>                                                                                                 <C>
Net assets,
continued:
   MFS Growth with Income - 64,791 accumulation units at $12.075079                                 $   782,358
   per unit
   MFS Emerging Growth - 47,710 accumulation units at $13.244101 per                                    631,883
   unit
   MFS / F&C Emerging Markets Equity - 4,234 accumulation units at $6.581757                             27,865
   per unit
   MFS High Income - 13,080 accumulation units at                                                       129,014
   $9.863111 per unit
   MFS World Governments - 385 accumulation units at $10.663503 per                                       4,100
   unit
   Oppenheimer Growth - 5,037 accumulation units at $12.244057 per                                       61,670
   unit
   Oppenheimer Growth & Income - 14,882 accumulation units at                                           153,884
   $10.340279 per unit
   Oppenheimer High Income - 10,533 accumulation units at $9.907918                                     104,364
   per unit
   Oppenheimer Bond - 46,377 accumulation units at                                                      489,350
   $10.551643 per unit
   Oppenheimer Strategic Bond - 2,684 accumulation units at                                              27,279
   $10.164797 per unit
   Putnam Growth and Income - 80,114 accumulation units at                                              913,554
   $11.403244 per unit
   Putnam New Value - 2,202 accumulation units at                                                        23,119
   $10.498075 per unit
   Putnam Vista - 6,799 accumulation units at $11.804097                                                 80,253
   per unit
   Putnam International Growth - 56,566 accumulation units at                                           663,486
   $11.729428 per unit
   Putnam International New Opportunities - 4,783 accumulation units at                                  54,626
   $11.420772 per unit
   Templeton International - 6,626 accumulation units at $9.149729                                       60,631
   per unit
   Templeton Developing Markets - 7,033 accumulation units at                                            53,149
   $7.557531 per unit
   Templeton Mutual Shares Investments - 944 accumulation units at $9.646506                              9,105
   per unit
   Fidelity VIP Growth - 505 accumulation units at                                                        6,623
   $13.115493 per unit
   Fidelity VIP II Contrafund - 78 accumulation units at $12.429344                                         975
   per unit
   Fidelity VIP III Growth Opportunities - 114 accumulation units at                                      1,345
   $11.814000 per unit
   Fidelity VIP III Growth & Income - 2,082 accumulation units at                                        25,524
   $12.259160 per unit
   Fidelity VIP Equity-Income - 772 accumulation units at $10.674283                                      8,239
   per unit
                                                                                                      ----------

          Total net                                                                                 $ 127,869,227
          assets
                                                                                                      ==========
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998

                                                                                 TRUST
                                             -------------------------------------------------------------------------------
                                                                             VKAC
                                             QUALITY   MONEY     STOCK     GROWTH AND     BOND       DEVELOPING   LARGE CAP
                                             INCOME   MARKET     INDEX      INCOME       DEBENTURE   GROWTH       RESEARCH
                                             -------- --------  --------- ------------ -------------------------------------
<S>                                        <C>         <C>       <C>         <C>         <C>          <C>          <C>
Income -
   dividends                               $  42,140   15,998     11,040      11,939     189,684          --          384
                                             -------- --------  --------- ------------ -----------  ------------  --------

Expenses:
   Mortality and expense risk fee              9,698    3,687     25,580      24,244      86,643       4,541        2,202
   Administrative fee                          1,164      443      3,070       2,909      10,397         545          264
                                             -------- --------  --------- ------------ -----------  ------------  --------

           Total expenses                     10,862    4,130     28,650      27,153      97,040       5,086        2,466
                                             -------- --------  --------- ------------ -----------  ------------  --------

           Net investment income (loss)       31,278   11,868    (17,610)    (15,214)     92,644      (5,086)      (2,082)
                                             -------- --------  --------- ------------ -----------  ------------  --------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                               1,603       --     18,221      15,618      13,448      (1,554)          25
   Realized gain distributions                    --       --    372,780     222,030      73,764         221           --
                                             -------- --------  --------- ------------ -----------  ------------  --------

           Net realized gain (loss)            1,603       --    391,001     237,648      87,212      (1,333)          25
                                             -------- --------  ---------  ----------   ---------   ------------  --------

Change in unrealized appreciation
   during the year                             4,531       --     98,370      64,902     110,064      57,229       52,098
                                             -------- --------  --------- ------------ -----------  ------------  --------

           Net increase (decrease)
             in net assets from operations $  37,412   11,868    471,761     287,336     289,920      50,810       50,041
                                             ======== ========  =========  =========== ===========  ============  ========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                                                 TRUST                                     LORD ABBETT    GACC
                                          -------------------------------------------------------------   ------------- ----------
                                                                                                             GROWTH
                                          MID-CAP  QUALITY   SMALL CAP  LARGE CAP  SELECT    INTERNATIONAL    AND         MONEY
                                           VALUE    BOND      STOCK      STOCK     EQUITY    EQUITY          INCOME       MARKET
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------
<S>                                      <C>        <C>      <C>       <C>        <C>         <C>           <C>            <C>
Income -
   dividends                             $    591    84,774    10,505     42,974     42,555   153,341         546,511          --
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

Expenses:
   Mortality and expense risk fee           5,492    49,714    94,997    196,151    173,752   106,326         389,208       6,233
   Administrative fee                         659     5,965    11,399     23,538     20,850    12,759          46,705         748
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

       Total expenses                       6,151    55,679   106,396    219,689    194,602   119,085         435,913       6,981
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

       Net investment income (loss)        (5,560)   29,095   (95,891)  (176,715)  (152,047)   34,256         110,598      (6,981)
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                           (4,501)   10,751    11,830    210,894    150,352    23,377          90,218      18,462
   Realized gain distributions                 --        --   268,696    141,495    849,129     1,945       1,757,243          --
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

       Net realized gain (loss)            (4,501)   10,751   280,526    352,389    999,481    25,322       1,847,461      18,462
                                          -------- --------- --------- ---------- ---------- -----------   -----------  ----------

Change in unrealized appreciation
   during the year                         11,980   212,005  (768,604) 4,086,693  1,878,770   827,333       1,268,706       8,306
                                          -------- --------- --------- ---------- ---------- -----------  ------------- ----------

       Net increase (decrease)
         in net assets from operations   $  1,919   251,851  (583,969) 4,262,367  2,726,204   886,911       3,226,765      19,787
                                          ======== ========= ========= ========== ========== ===========  ============= ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                                               RUSSELL                                   AIM
                                            --------------------------------------------  -----------------------------------
                                              MULTI-STYLE   AGGRESSIVE            CORE              CAPITAL        INTERNATIONAL
                                              EQUITY        EQUITY     NON-US     BOND    VALUE     APPRECIATION   EQUITY
                                            ------------  -----------  --------  -------  -------  -------------  -----------
<S>                                       <C>               <C>            <C>    <C>      <C>         <C>         <C>
Income -
   dividends                              $       714           22           2    3,287      174          72         1,368
                                            ------------  -----------  --------  -------  -------  -------------  -----------

Expenses:
   Mortality and expense risk fee               2,550          346         791    1,166      181         224         1,054
   Administrative fee                             306           41          95      140       22          27           127
                                            ------------  -----------  --------  -------  -------  -------------  -----------

           Total expenses                       2,856          387         886    1,306      203         251         1,181
                                            ------------  -----------  --------  -------  -------  -------------  -----------

           Net investment income (loss)        (2,142)        (365)       (884)   1,981      (29)       (179)          187
                                            ------------  -----------  --------  -------  -------  -------------  -----------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                                  200          (52)        (79)       2   (1,586)        (22)       (5,943)
   Realized gain distributions                      2            7           1       --    1,539       1,278            --
                                            ------------  -----------  --------  -------  -------  -------------  -----------

           Net realized gain (loss)               202          (45)        (78)       2      (47)      1,256        (5,943)
                                            ------------  -----------  --------  -------  -------  -------------  ---------

Change in unrealized appreciation
   during the year                             37,385       (1,753)      1,844    3,543    1,376       5,386        (6,224)
                                            ------------  -----------  --------  -------  -------  -------------  -----------

       Net increase (decrease)
         in net assets from operations    $    35,445       (2,163)        882    5,526    1,300       6,463       (11,980)
                                            ============  ===========  ========  =======  =======  =============  ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998




                                                   ALLIANCE        LIBERTY               GOLDMAN SACHS             KEMPER
                                            --------------------  --------  ------------------------------- -----------------------
                                                                             GROWTH
                                            PREMIER   REAL ESTATE  NEWPORT    AND     INTERNATIONAL GLOBAL  DREMAN HIGH   SMALL CAP
                                             GROWTH   INVESTMENT   TIGER     INCOME   EQUITY        INCOME  RETURN EQUITY  GROWTH
                                            --------- ----------  --------  --------- ------------  ------- -------------  ------
<S>                                       <C>         <C>          <C>       <C>         <C>         <C>       <C>       <C>
Income -
   dividends                              $      149      505        418       1,162        --       1,211    --            --
                                            --------- ----------  --------  --------- ------------  ------- ---------      ------

Expenses:
   Mortality and expense risk fee              4,043      933         56         926       938         163    --           236
   Administrative fee                            485      112          7         111       113          19    --            29
                                            --------- ----------  --------  --------- ------------  ------- ---------     --------

        Total expenses                         4,528    1,045         63       1,037     1,051         182    --           265
                                            --------- ----------  --------  --------- ------------  ------- ---------     --------

        Net investment income (loss)          (4,379)    (540)       355         125    (1,051)      1,029    --          (265)
                                            --------- ----------  --------  --------- ------------  ------- ---------     --------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                              (6,634)  (2,987)         4      (4,119)     (124)          5    --          (256)
   Realized gain distributions                    --      220         --          --     1,326         325    --           447
                                            --------- ----------  --------  --------- ------------  ------- ---------     --------

        Net realized gain (loss)              (6,634)  (2,767)         4      (4,119)    1,202         330    --           191
                                            --------- ----------  --------  --------- ------------  ------- ---------     --------

Change in unrealized appreciation
   during the year                           118,514  (17,191)     2,743     (11,213)    2,720        (187)    5         3,989
                                            --------- ----------  --------  --------- ------------  ------- ---------    ---------

        Net increase (decrease)
          in net assets from operations   $  107,501  (20,498)     3,102     (15,207)    2,871       1,172     5         3,915
                                            ========= ==========  ========  ========= ============  ======= =========    =========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                                    KEMPER                                                   MFS
                                            -----------------------  -------------------------------------------------------
                                                                                        GROWTH                  F&C EMERGING
                                            SMALL CAP    GOVERNMENT                      WITH      EMERGING     MARKETS
                                             VALUE       SECURITIES  BOND    RESEARCH   INCOME     GROWTH        EQUITY
                                            --------   ------------  -----  ----------- --------  -----------  ---------------
<S>                                       <C>               <C>         <C>   <C>        <C>        <C>          <C>
Income -
   dividends                              $      --           7        --         18         --         --           449
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

Expenses:
   Mortality and expense risk fee               794          44        --      1,355      4,299      3,162           290
   Administrative fee                            95           5        --        163        516        379            35
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

           Total expenses                       889          49        --      1,518      4,815      3,541           325
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

           Net investment income (loss)        (889)        (42)       --     (1,500)    (4,815)    (3,541)          124
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                             (6,424)         --        --        (91)    (4,972)    (2,781)      (10,435)
   Realized gain distributions                    2          --        --        236         --         75            --
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

           Net realized gain (loss)          (6,422)         --        --        145     (4,972)    (2,706)      (10,435)
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

Change in unrealized appreciation
   during the year                          (13,980)        206         5     24,572     54,989     87,574        (7,685)
                                            --------   ------------  -----  ----------- --------  -----------  ---------------

       Net increase (decrease)
         in net assets from operations    $ (21,291)        164         5     23,217     45,202     81,327       (17,996)
                                            ========   ============  =====  =========== ========  ===========  ===============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                                MFS                                OPPENHEIMER                          PUTNAM
                                            -------------------  --------------------------------------------    -----------------
                                                                           GROWTH                                GROWTH
                                             HIGH     WORLD                  AND      HIGH          STRATEGIC      AND      NEW
                                            INCOME  GOVERNMENTS   GROWTH   INCOME    INCOME   BOND    BOND       INCOME    VALUE
                                            ------- -----------  --------  --------  ------- ------- --------    --------  -------
<S>                                       <C>        <C>         <C>       <C>      <C>      <C>      <C>        <C>       <C>
Income -
   dividends                              $    234    26             87        --       49        2      2          263      248
                                            ------- ----------   --------  --------  ------- ------- --------    --------  -------

Expenses:
   Mortality and expense risk fee              692    31            333       668      543    2,348    150        4,870      131
   Administrative fee                           83     3             40        80       65      282     18          584       16
                                            ------- -----------  --------  --------  ------- ------- --------    --------  -------

           Total expenses                      775    34            373       748      608    2,630    168        5,454      147
                                            ------- -----------  --------  --------  ------- ------- --------    --------  -------

           Net investment income (loss)       (541)   (8)          (286)     (748)    (559)  (2,628)  (166)      (5,191)     101
                                            ------- ----------   --------  --------  ------- ------- --------    --------  -------

Realized gain (loss) on investments:
   Realized gain (loss) on sale of
     fund shares                            (1,166)    1            (25)     (163)    (198)     236     (5)      (6,532)      12
   Realized gain distributions                  80    --          1,053         6       59        2      1        1,717       67
                                            ------- ----------   --------  --------  ------- ------- --------    --------  -------

           Net realized gain (loss)         (1,086)    1          1,028      (157)    (139)     238     (4)      (4,815)      79
                                            ------- ----------   --------  --------  ------- ------- --------    --------  -------

Change in unrealized appreciation
   during the year                          (2,625)  189          9,357      (771)  (2,071)  12,503   (129)      44,649      860
                                            ------- ----------   --------  --------  ------- ------- --------    --------  -------

       Net increase (decrease)
         in net assets from operations    $ (4,252)  182         10,099    (1,676)  (2,769)  10,113   (299)      34,643    1,040
                                            ======= ==========   ========  ========  ======= ======= ========    ========  =======
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                                                        PUTNAM                                        TEMPLETON
                                                   ---------------------------------------------------------------  ---------------
                                                                                  INTERNATIONAL
                                                                 INTERNATIONAL      NEW                              DEVELOPING
                                                    VISTA         GROWTH          OPPORTUNITIES    INTERNATIONAL       MARKETS
                                                   ---------  ----------------  ----------------  ----------------  --------------
<S>                                              <C>               <C>                  <C>           <C>              <C>
Income -
    dividends                                    $       --          2,161              5                --               --
                                                   ---------  ----------------  ----------------  ----------------  --------------

Expenses:
    Mortality and expense risk fee                      389          3,701            242               124               83
    Administrative fee                                   47            444             29                15               10
                                                   ---------  ----------------  ----------------  ----------------  --------------

             Total expenses                             436          4,145            271               139               93
                                                   ---------  ----------------  ----------------  ----------------  --------------

             Net investment income (loss)              (436)        (1,984)          (266)             (139)             (93)
                                                   ---------  ----------------  ----------------  ----------------  --------------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
      fund shares                                       (12)        (8,326)           (27)                9                8
    Realized gain distributions                           --            --             --                --                --
                                                   ---------  ----------------  ----------------  ----------------  --------------

             Net realized gain (loss)                   (12)        (8,326)           (27)                9                8
                                                   ---------  ----------------  ----------------  ----------------  --------------

Change in unrealized appreciation
    during the year                                   7,815         (2,297)           299             4,711            3,570
                                                   ---------  ----------------  ----------------  ----------------  --------------

             Net increase (decrease)
               in net assets from operations     $    7,367        (12,607)             6             4,581            3,485
                                                   =========  ================  ================  ================  ==============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Operations

Year ended December 31, 1998


                                            TEMPLETON                                          FIDELITY
                                            ----------  -------------------------------------------------------------
                                             MUTUAL
                                             SHARES                             GROWTH        GROWTH &      EQUITY-
                                            INVESTMENTS  GROWTH   CONTRAFUND  OPPORTUNITIES    INCOME       INCOME        TOTAL
                                            ----------  --------- ----------- -------------  ------------  ---------- ------------
<S>                                        <C>             <C>        <C>            <C>          <C>          <C>      <C>
Income -
    dividends                              $   --             --      --             --              --         --       1,165,071
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

Expenses:
    Mortality and expense risk fee              3             15       1             --              52         11       1,216,406
    Administrative fee                         --              2      --             --               6          1         145,967
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

          Total expenses                        3             17       1             --              58         12       1,362,373
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

          Net investment income (loss)         (3)           (17)     (1)            --             (58)       (12)       (197,302)
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
      fund shares                              --             --      --             --              --         --         496,262
    Realized gain distributions                --             --      --             --              --         --       3,695,746
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

          Net realized gain (loss)             --             --      --             --              --         --       4,192,008
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

Change in unrealized appreciation
    during the year                           263          1,118      99             19           3,784        635       8,280,979
                                            ----------  --------- ----------- -------------  ------------  ---------- -------------

        Net increase (decrease)
          in net assets from operations    $  260          1,101      98             19           3,726        623      12,275,685
                                            ==========  ========= =========== =============  ============  ========== =============

</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                                      TRUST
                                               -------------------------------------------------------------------------------------
                                                                                     VKAC
                                               QUALITY     MONEY       STOCK       GROWTH AND     BOND        DEVELOPING  LARGE CAP
                                                INCOME     MARKET      INDEX        INCOME      DEBENTURE      GROWTH     RESEARCH
                                               ---------  ---------  ----------  ------------- -----------  ------------  ---------
<S>                                          <C>           <C>       <C>           <C>          <C>            <C>         <C>
Increase (decrease) in net assets from
  operations:
     Net investment income (loss)            $   31,278     11,868     (17,610)      (15,214)      92,644       (5,086)     (2,082)
     Net realized gain (loss)                     1,603         --     391,001       237,648       87,212       (1,333)         25
     Change in unrealized appreciation
       during the year                            4,531         --      98,370        64,902      110,064       57,229      52,098
                                               ---------  ---------  ----------  ------------- -----------  ------------  ----------

           Net increase (decrease) in
             net assets from operations          37,412     11,868     471,761       287,336      289,920       50,810      50,041
                                               ---------  ---------  ----------  ------------- -----------  ------------  ----------

Contract transactions:
   Cova payments                                     --         --          --            --           --           --          --
   Cova transfers                                    --         --          --            --           --           --          --
   Payments received from contract
     owners                                          --         --          --         1,000    1,051,661      334,325     237,270
   Transfers between sub-accounts
     (including fixed account), net              11,714   (111,191)    138,069       202,862    3,726,785      337,360     303,087
   Transfers for contract benefits
     and terminations                            (8,629)    (3,863)    (40,936)      (52,497)    (343,261)      (1,070)       (376)
                                               ---------  ---------  ----------  ------------- -----------  ------------  ----------

           Net increase (decrease) in
             net assets from contract
             transactions                         3,085   (115,054)     97,133       151,365    4,435,185      670,615     539,981
                                               ---------  ---------  ----------  ------------- -----------  ------------  ----------

           Net increase (decrease)
             in net assets                       40,497   (103,186)    568,894       438,701    4,725,105      721,425     590,022

Net assets at beginning of period               730,994    370,656   1,737,519     1,679,953    4,475,137       63,572          --
                                               ---------  ---------  ----------  ------------- -----------  ------------  ----------

Net assets at end of period                  $  771,491    267,470   2,306,413     2,118,654    9,200,242      784,997     590,022
                                               =========  =========  ==========  ============= ===========  ============  ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                                     TRUST
                                                            ----------------------------------------------------------
                                                             MID-CAP       QUALITY        SMALL CAP       LARGE CAP
                                                              VALUE          BOND           STOCK           STOCK
                                                            -----------  -------------   ------------   --------------
<S>                                                    <C>                  <C>            <C>             <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                     $        (5,560)        29,095        (95,891)        (176,715)
      Net realized gain (loss)                                  (4,501)        10,751        280,526          352,389
      Change in unrealized appreciation
        during the year                                         11,980        212,005       (768,604)       4,086,693
                                                            -----------  -------------   ------------   --------------

             Net increase (decrease) in
               net assets from operations                        1,919        251,851       (583,969)       4,262,367
                                                            -----------  -------------   ------------   --------------

Contract transactions:
    Cova payments                                                   --             --             --               --
    Cova transfers                                                  --             --             --               --
    Payments received from contract
      owners                                                   593,364        828,237        664,035        1,433,747
    Transfers between sub-accounts
      (including fixed account), net                           210,332      2,485,711      2,154,230        6,772,257
    Transfers for contract benefits
      and terminations                                          (2,706)      (213,576)      (458,393)        (691,973)
                                                            -----------  -------------   ------------   --------------

             Net increase (decrease) in
               net assets from contract
               transactions                                    800,990      3,100,372      2,359,872        7,514,031
                                                            -----------  -------------   ------------   --------------

             Net increase (decrease)
               in net assets                                   802,909      3,352,223      1,775,903       11,776,398

Net assets at beginning of period                               89,088      2,617,482      6,578,183       10,224,247
                                                            -----------  -------------   ------------   --------------

Net assets at end of period                            $       891,997      5,969,705      8,354,086       22,000,645
                                                            ===========  =============   ============   ==============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                   TRUST                         LORD ABBETT         GACC
                                                            ---------------------------------   ---------------  -------------
                                                                                                   GROWTH
                                                               SELECT           INTERNATIONAL        AND            MONEY
                                                               EQUITY            EQUITY            INCOME           MARKET
                                                            --------------   ----------------   ---------------  -------------
<S>                                                    <C>                       <C>               <C>              <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                     $         (152,047)           34,256           110,598          (6,981)
      Net realized gain (loss)                                    999,481            25,322         1,847,461          18,462
      Change in unrealized appreciation
        during the year                                         1,878,770           827,333         1,268,706           8,306
                                                            --------------   ----------------   ---------------  -------------

             Net increase (decrease) in
               net assets from operations                       2,726,204           886,911         3,226,765          19,787
                                                            --------------   ----------------   ---------------  -------------

Contract transactions:
    Cova payments                                                      --                --                --              --
    Cova transfers                                                     --                --                --              --
    Payments received from contract
      owners                                                    1,284,829           470,560         2,282,528       1,894,032
    Transfers between sub-accounts
      (including fixed account), net                            4,674,806         2,712,309         8,659,268        (358,103)
    Transfers for contract benefits
      and terminations                                           (646,951)         (375,560)       (1,472,455)       (266,514)
                                                            --------------   ----------------   ---------------  -------------

             Net increase (decrease) in
               net assets from contract
               transactions                                     5,312,684         2,807,309         9,469,341       1,269,415
                                                            --------------   ----------------   ---------------  -------------

             Net increase (decrease)
               in net assets                                    8,038,888         3,694,220        12,696,106       1,289,202

Net assets at beginning of period                               9,845,185         6,351,392        24,401,662         150,303
                                                            --------------   ----------------   ---------------  -------------

Net assets at end of period                            $       17,884,073        10,045,612        37,097,768       1,439,505
                                                            ==============   ================   ===============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                     RUSSELL                                 AIM
                                                 ------------------------------------------------  -------------------------
                                                  MULTI-STYLE    AGGRESSIVE               CORE                  CAPITAL
                                                   EQUITY        EQUITY       NON-US      BOND      VALUE       APPRECIATION
                                                 ------------ -------------  ---------  ---------  --------  ---------------
<S>                                            <C>                <C>         <C>        <C>        <C>         <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)             $    (2,142)         (365)        (884)     1,981       (29)       (179)
      Net realized gain (loss)                         202           (45)         (78)         2       (47)      1,256
      Change in unrealized appreciation
        during the year                             37,385        (1,753)       1,844      3,543     1,376       5,386
                                                 ------------ -------------  ---------  ---------  --------  ---------------

           Net increase (decrease) in
             net assets from operations             35,445        (2,163)         882      5,526     1,300       6,463
                                                 ------------ -------------  ---------  ---------  --------  ---------------

Contract transactions:
    Cova payments                                      100           100          100        100       100         100
    Cova transfers                                    (127)          (95)         (93)      (103)       --          --
    Payments received from contract
      owners                                       550,062        80,621      187,582    578,539    33,651      57,937
    Transfers between sub-accounts
      (including fixed account), net                31,554         8,298       15,688     70,898     2,043       1,227
    Transfers for contract benefits
      and terminations                                (561)         (236)          27     (1,162)      365           5
                                                 ------------ -------------  ---------  ---------  --------  ---------------

           Net increase (decrease) in
             net assets from contract
             transactions                          581,028        88,688      203,304    648,272    36,159      59,269
                                                 ------------ -------------  ---------  ---------  --------  ---------------

           Net increase (decrease)
             in net assets                         616,473        86,525      204,186    653,798    37,459      65,732

Net assets at beginning of period                       --            --           --         --        --          --
                                                 ------------ -----------    ---------  ---------  --------  ---------------

Net assets at end of period                    $   616,473        86,525      204,186    653,798    37,459      65,732
                                                 ============ =============  =========  =========  ========  ===============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                              AIM                        ALLIANCE                LIBERTY
                                                           -----------------   -----------------------------    -----------

                                                               INTERNATIONAL    PREMIER          REAL ESTATE     NEWPORT
                                                                EQUITY           GROWTH         INVESTMENT        TIGER
                                                           -----------------   -----------   ---------------    -----------
<S>                                                      <C>                      <C>             <C>               <C>
Increase (decrease) in net assets from operations:
       Net investment income (loss)                      $           187           (4,379)           (540)             355
       Net realized gain (loss)                                   (5,943)          (6,634)         (2,767)               4
       Change in unrealized appreciation
         during the year                                          (6,224)         118,514         (17,191)           2,743
                                                           -----------------   -----------   ---------------    -----------

             Net increase (decrease) in
                net assets from operations                       (11,980)         107,501         (20,498)           3,102
                                                           -----------------   -----------   ---------------    -----------

Contract transactions:
    Cova payments                                                    100              100             100              100
    Cova transfers                                                  (100)            (138)            (81)              --
    Payments received from contract
       owners                                                    184,408          794,977         178,563           19,040
    Transfers between sub-accounts
       (including fixed account), net                              3,073           20,139          19,454               --
    Transfers for contract benefits
       and terminations                                           (1,288)          (3,403)           (913)              --
                                                           -----------------   -----------   ---------------    -----------

             Net increase (decrease) in
                net assets from contract
                transactions                                     186,193          811,675         197,123           19,140
                                                           -----------------   -----------   ---------------    -----------

             Net increase (decrease)
                in net assets                                    174,213          919,176         176,625           22,242

Net assets at beginning of period                                     --               --              --               --
                                                           -----------------   -----------   ---------------    -----------

Net assets at end of period                              $       174,213          919,176         176,625           22,242
                                                           =================   ===========   ===============    ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                                  GOLDMAN SACHS                   KEMPER
                                                           ------------------------------------------   ----------------------------
                                                             GROWTH
                                                               AND         INTERNATIONAL    GLOBAL      DREMAN HIGH    SMALL CAP
                                                             INCOME         EQUITY          INCOME      RETURN EQUITY   GROWTH
                                                           ------------   --------------   ----------   -------------  ------------
<S>                                                      <C>                 <C>              <C>          <C>             <C>
Increase (decrease) in net assets from operations:
       Net investment income (loss)                      $         125        (1,051)          1,029        --               (265)
       Net realized gain (loss)                                 (4,119)        1,202             330        --                191
       Change in unrealized appreciation
         during the year                                       (11,213)        2,720            (187)        5              3,989
                                                           ------------   --------------   ----------   -------------  ------------

             Net increase (decrease) in
                net assets from operations                     (15,207)        2,871           1,172         5              3,915
                                                           ------------   --------------   ----------   -------------  ------------

Contract transactions:
    Cova payments                                                  100           100             100       100                100
    Cova transfers                                                 (97)          (86)             --        --               (108)
    Payments received from contract
       owners                                                  128,899       154,193          31,200        --             35,374
    Transfers between sub-accounts
       (including fixed account), net                           16,047        23,975              --        --              5,487
    Transfers for contract benefits
       and terminations                                            175            --              --        --                (11)
                                                           ------------   --------------   ----------   -------------  ------------

             Net increase (decrease) in
                net assets from contract
                transactions                                   145,124       178,182          31,300       100             40,842
                                                           ------------   --------------   ----------   -------------  ------------

             Net increase (decrease)
                in net assets                                  129,917       181,053          32,472       105             44,757

Net assets at beginning of period                                   --            --              --        --                 --
                                                           ------------   --------------   ----------   -------------  ------------

Net assets at end of period                              $     129,917       181,053          32,472       105             44,757
                                                           ============   ==============   ==========   =============  ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                               KEMPER                          MFS
                                                      -------------------------  ----------------------------------------
                                                                                                     GROWTH
                                                      SMALL CAP     GOVERNMENT                        WITH     EMERGING
                                                       VALUE        SECURITIES   BOND     RESEARCH   INCOME     GROWTH
                                                      ---------   -------------  ------  ---------  ---------  ----------
<S>                                                 <C>              <C>           <C>    <C>        <C>        <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (loss)                   $     (889)         (42)        --     (1,500)    (4,815)    (3,541)
     Net realized gain (loss)                           (6,422)          --         --        145     (4,972)    (2,706)
     Change in unrealized appreciation
       during the year                                 (13,980)         206          5     24,572     54,989     87,574
                                                      ---------   -------------  ------  ---------  ---------  ----------

           Net increase (decrease) in
             net assets from operations                (21,291)         164          5     23,217     45,202     81,327
                                                      ---------   -------------  ------  ---------  ---------  ----------

Contract transactions:
   Cova payments                                           100          100        100        100        100        100
   Cova transfers                                          (78)          --         --       (123)      (120)      (126)
   Payments received from contract
     owners                                            184,026       23,032         --    252,002    692,249    527,982
   Transfers between sub-accounts
     (including fixed account), net                    (15,831)       3,490         --     42,134     48,220     24,659
   Transfers for contract benefits
     and terminations                                     (983)          --         --       (746)    (3,293)    (2,059)
                                                      ---------   -------------  ------  ---------  ---------  ----------

           Net increase (decrease) in
             net assets from contract
             transactions                              167,234       26,622        100    293,367    737,156    550,556
                                                      ---------   -------------  ------  ---------  ---------  ----------

           Net increase (decrease)
             in net assets                             145,943       26,786        105    316,584    782,358    631,883

Net assets at beginning of period                           --           --         --         --         --         --
                                                      ---------   -------------  ------  ---------  ---------  ----------

Net assets at end of period                         $  145,943       26,786        105    316,584    782,358    631,883
                                                      =========   =============  ======  =========  =========  ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                           MFS                        OPPENHEIMER
                                                      ------------------------------------------- ---------------------
                                                       F&C EMERGING                                           GROWTH
                                                         MARKETS         HIGH        WORLD                      AND
                                                          EQUITY        INCOME      GOVERNMENTS    GROWTH     INCOME
                                                      ---------------- ---------- --------------- ---------  ---------
<S>                                                 <C>                  <C>           <C>          <C>       <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (loss)                   $         124           (541)         (8)         (286)      (748)
     Net realized gain (loss)                             (10,435)        (1,086)          1         1,028       (157)
     Change in unrealized appreciation
       during the year                                     (7,685)        (2,625)        189         9,357       (771)
                                                      ---------------- ---------- --------------- ---------  ---------

           Net increase (decrease) in
             net assets from operations                   (17,996)        (4,252)        182        10,099     (1,676)
                                                      ---------------- ---------- --------------- ---------  ---------

Contract transactions:
   Cova payments                                              100            100         100           100        100
   Cova transfers                                             (65)           (93)         --            --        (89)
   Payments received from contract
     owners                                                71,508        125,820       3,193        42,486    144,121
   Transfers between sub-accounts
     (including fixed account), net                       (25,211)         8,401         625         9,440     11,637
   Transfers for contract benefits
     and terminations                                        (471)          (962)         --          (455)      (209)
                                                      ---------------- ---------- --------------- ---------  ---------

           Net increase (decrease) in
             net assets from contract
             transactions                                  45,861        133,266       3,918        51,571    155,560
                                                      ---------------- ---------- --------------- ---------  ---------

           Net increase (decrease)
             in net assets                                 27,865        129,014       4,100        61,670    153,884

Net assets at beginning of period                              --             --          --            --         --
                                                      ---------------- ---------- --------------- ---------  ---------

Net assets at end of period                         $      27,865        129,014       4,100        61,670    153,884
                                                      ================ ========== =============== =========  =========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                             OPPENHEIMER                             PUTNAM
                                                                  -----------------------------------------  ----------------------
                                                                                                               GROWTH
                                                                     HIGH                       STRATEGIC       AND         NEW
                                                                    INCOME        BOND           BOND          INCOME      VALUE
                                                                  -----------  ------------  --------------  -----------  ---------
<S>                                                             <C>                <C>            <C>           <C>         <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                              $       (559)       (2,628)         (166)        (5,191)       101
      Net realized gain (loss)                                          (139)          238            (4)        (4,815)        79
      Change in unrealized appreciation
        during the year                                               (2,071)       12,503          (129)        44,649        860
                                                                  -----------  ------------  --------------  -----------  ---------

             Net increase (decrease) in
               net assets from operations                             (2,769)       10,113          (299)        34,643      1,040
                                                                  -----------  ------------  --------------  -----------  ---------

Contract transactions:
    Cova payments                                                        100           100           100            100        100
    Cova transfers                                                       (93)         (105)           --           (113)        --
    Payments received from contract
      owners                                                          93,367       407,896        22,655        787,874      4,669
    Transfers between sub-accounts
      (including fixed account), net                                  14,033        73,891         4,823         94,763     17,311
    Transfers for contract benefits
      and terminations                                                  (274)       (2,545)           --         (3,713)        (1)
                                                                  -----------  ------------  --------------  -----------  ---------

             Net increase (decrease) in
               net assets from contract
               transactions                                          107,133       479,237        27,578        878,911     22,079
                                                                  -----------  ------------  --------------  -----------  ---------

             Net increase (decrease)
               in net assets                                         104,364       489,350        27,279        913,554     23,119

Net assets at beginning of period                                         --            --            --             --         --
                                                                  -----------  ------------    ----------    -----------  ---------

Net assets at end of period                                     $    104,364       489,350        27,279        913,554     23,119
                                                                  ===========  ============  ==============  ===========  =========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                     PUTNAM                                   TEMPLETON
                                                  ---------------------------------------- ----------------------------------------
                                                                             INTERNATIONAL                                MUTUAL
                                                             INTERNATIONAL        NEW                      DEVELOPING     SHARES
                                                   VISTA      GROWTH         OPPORTUNITIES  INTERNATIONAL   MARKETS     INVESTMENTS
                                                  ---------  ------------   --------------  -------------  -----------  ------------
<S>                                             <C>           <C>             <C>            <C>             <C>         <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (loss)               $     (436)    (1,984)          (266)          (139)            (93)        (3)
     Net realized gain (loss)                          (12)    (8,326)           (27)             9               8         --
     Change in unrealized appreciation
       during the year                               7,815     (2,297)           299          4,711           3,570        263
                                                  ---------  ------------   --------------  -------------  ------------  ----------

           Net increase (decrease) in
             net assets from operations              7,367    (12,607)             6          4,581           3,485        260
                                                  ---------  ------------   --------------  -------------  ------------  ----------

Contract transactions:
   Cova payments                                       100        100            100            100             100        100
   Cova transfers                                     (109)      (127)          (109)            --            (133)        --
   Payments received from contract
     owners                                         46,531    674,756         50,740         54,930          25,540      8,079
   Transfers between sub-accounts
     (including fixed account), net                 26,352      5,031          3,797          1,153          24,157        666
   Transfers for contract benefits
     and terminations                                   12     (3,667)            92           (133)             --         --
                                                  ---------  ------------   --------------  -------------  ------------  ----------

           Net increase (decrease) in
             net assets from contract
             transactions                           72,886    676,093         54,620         56,050          49,664      8,845
                                                  ---------  ------------   --------------  -------------  ------------  ----------

           Net increase (decrease)
             in net assets                          80,253    663,486         54,626         60,631          53,149      9,105

Net assets at beginning of period                       --         --             --             --              --         --
                                                  ---------  ------------   --------------  -------------  ------------  ----------

Net assets at end of period                     $   80,253    663,486         54,626         60,631          53,149      9,105
                                                  =========  ============   ==============  =============  ============  ==========
</TABLE>
See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1998


                                                                             Fidelity
                                                     ----------------------------------------------------------

                                                                                Growth         Growth &  Equity-
                                                     Growth      Contrafund    Opportunities   Income    Income       Total
                                                     -------  -------------  ---------------  ---------  --------  -------------
<S>                                                <C>            <C>           <C>           <C>       <C>       <C>
Increase (decrease) in net assets
   from operations:
     Net investment income (loss)                  $    (17)       (1)              -            (58)     (12)       (197,302)
     Net realized gain (loss)                             -         -               -              -        -       4,192,008
     Change in unrealized appreciation
       during the year                                1,118        99              19          3,784      635       8,280,979
                                                     -------  -----------  --------------   ---------  --------  -------------

           Net increase (decrease) in
             net assets from operations               1,101        98              19          3,726      623      12,275,685
                                                     -------  -----------  --------------   ---------  --------  -------------

Contract transactions:
   Cova payments                                        100       100             100            100      100           4,200
   Cova transfers                                         -         -               -              -        -          (2,511)
   Payments received from contract
     owners                                             990       777               -          3,746    2,968      18,342,571
   Transfers between sub-accounts
     (including fixed account), net                   4,427         -           1,226         17,428    4,427      32,538,428
   Transfers for contract benefits
     and terminations                                     5         -               -            524      121      (4,604,519)
                                                     -------  -----------  --------------   ---------  --------  -------------

           Net increase (decrease) in
             net assets from contract
             transactions                             5,522       877           1,326         21,798    7,616      46,278,169
                                                     -------  -----------  --------------   ---------  --------  -------------

           Net increase (decrease)
             in net assets                            6,623       975           1,345         25,524    8,239      58,553,854

Net assets at beginning of period                         -         -               -              -        -      69,315,373
                                                     -------  -----------  --------------   ---------  --------  -------------

Net assets at end of period                        $  6,623       975           1,345         25,524    8,239     127,869,227
                                                     =======  ===========  ==============   =========  ========  =============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1997


                                                                           TRUST
                                           ---------------------------------------------------------------------------
                                                                                   VKAC
                                           QUALITY      MONEY        STOCK       GROWTH AND     BOND        DEVELOPING
                                            INCOME      MARKET       INDEX        INCOME      DEBENTURE      GROWTH
                                           ---------  -----------  -----------  -----------  -----------  ------------
<S>                                      <C>             <C>        <C>          <C>          <C>            <C>
Increase in net assets from operations:
   Net investment income (loss)          $   21,228       33,229        1,305          917      120,111         (65)
   Net realized gain (loss)                    (265)          --       24,202       17,990        6,426         (15)
   Change in unrealized appreciation
     during the year                         14,231           --      311,158      213,640      154,943         404
                                           ---------  -----------  -----------  -----------  -----------  ------------

           Net increase in net
             assets from operations          35,194       33,229      336,665      232,547      281,480         324
                                           ---------  -----------  -----------  -----------  -----------  ------------

Contract transactions:
   Payments received from contract
     owners                                   5,588    5,425,271       21,617      145,535      986,444      15,000
   Transfers between sub-accounts
     (including fixed account), net         437,402   (5,336,710)     444,691      627,885    2,836,964      48,082
   Transfers for contract benefits
     and terminations                       (46,134)     (73,008)     (25,416)     (12,290)     (76,410)        166
                                           ---------  -----------  -----------  -----------  -----------  ------------

           Net increase in net assets
             from contract transactions     396,856       15,553      440,892      761,130    3,746,998      63,248
                                           ---------  -----------  -----------  -----------  -----------  ------------

           Net increase in net assets       432,050       48,782      777,557      993,677    4,028,478      63,572

Net assets at beginning of period           298,944      321,874      959,962      686,276      446,659          --
                                           ---------  -----------  -----------  -----------  -----------  ------------

Net assets at end of period              $  730,994      370,656    1,737,519    1,679,953    4,475,137      63,572
                                           =========  ===========  ===========  ===========  ===========  ============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1997


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

                                                      MID-CAP      QUALITY          SMALL CAP      LARGE CAP         SELECT
                                                      VALUE          BOND           STOCK            STOCK           EQUITY
                                                    -----------  -------------   -------------   --------------   -------------
<S>                                               <C>               <C>             <C>             <C>              <C>
Increase in net assets from operations:
    Net investment income (loss)                  $       (17)         76,826         (29,973)         (14,663)        (32,802)
    Net realized gain (loss)                               50          12,743          19,329          566,223          50,103
    Change in unrealized appreciation
      during the year                                   2,536          39,803         731,752          574,012       1,183,581
                                                    -----------  -------------   -------------   --------------   -------------

             Net increase in net
               assets from operations                   2,569         129,372         721,108        1,125,572       1,200,882
                                                    -----------  -------------   -------------   --------------   -------------

Contract transactions:
    Payments received from contract
      owners                                           32,249         283,752         965,134        1,764,924       1,672,740
    Transfers between sub-accounts
      (including fixed account), net                   54,202       1,563,687       3,732,024        6,016,134       5,100,198
    Transfers for contract benefits
      and terminations                                     68         (28,465)       (119,268)        (113,206)       (139,188)
                                                    -----------  -------------   -------------   --------------   -------------

             Net increase in net assets
               from contract transactions              86,519       1,818,974       4,577,890        7,667,852       6,633,750
                                                    -----------  -------------   -------------   --------------   -------------

             Net increase in net assets                89,088       1,948,346       5,298,998        8,793,424       7,834,632

Net assets at beginning of period                          --         669,136       1,279,185        1,430,823       2,010,553
                                                    -----------  -------------   -------------   --------------   -------------

Net assets at end of period                       $    89,088       2,617,482       6,578,183       10,224,247       9,845,185
                                                    ===========  =============   =============   ==============   =============
</TABLE>

See accompanying notes to financial statements.
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Statement of Changes in Net Assets

Year ended December 31, 1997


                                                        TRUST           LORD ABBETT        GACC
                                                    ----------------  ----------------   -----------
                                                                          GROWTH
                                                       INTERNATIONAL        AND            MONEY
                                                        EQUITY            INCOME           MARKET         TOTAL
                                                    ----------------  ----------------   -----------  ---------------
<S>                                               <C>                     <C>               <C>           <C>
Increase in net assets from operations:
    Net investment income (loss)                  $        (1,201)           165,930           (119)         340,706
    Net realized gain (loss)                                6,340          1,595,470             74        2,298,670
    Change in unrealized appreciation
      during the year                                      24,972          1,139,321            440        4,390,793
                                                    ----------------  ----------------   -----------  ---------------

             Net increase in net
               assets from operations                      30,111          2,900,721            395        7,030,169
                                                    ----------------  ----------------   -----------  ---------------

Contract transactions:
    Payments received from contract
      owners                                            1,161,490          1,887,670        178,947       14,546,361
    Transfers between sub-accounts
      (including fixed account), net                    3,891,923         10,712,632        (29,039)      30,100,075
    Transfers for contract benefits
      and terminations                                    (92,391)          (515,567)            --       (1,241,109)
                                                    ----------------  ----------------   -----------  ---------------

             Net increase in net assets
               from contract transactions               4,961,022         12,084,735        149,908       43,405,327
                                                    ----------------  ----------------   -----------  ---------------

             Net increase in net assets                 4,991,133         14,985,456        150,303       50,435,496

Net assets at beginning of period                       1,360,259          9,416,206             --       18,879,877
                                                    ----------------  ----------------   -----------  ---------------

Net assets at end of period                       $     6,351,392         24,401,662        150,303       69,315,373
                                                    ================  ================   ===========  ===============
</TABLE>

See accompanying notes to financial statements.


                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



  (1)   ORGANIZATION

        Cova Variable Annuity Account Five (the Separate Account), a unit
        investment trust registered under the Investment Company Act of 1940 as
        amended, was established by Cova Financial Life Insurance Company (Cova)
        and exists in accordance with the regulations of the California
        Department of Insurance. The Separate Account is a funding vehicle for
        variable annuity contracts issued by Cova.

<TABLE>
<CAPTION>
        The Separate Account is divided into sub-accounts with the assets of
        each sub-account invested in the corresponding portfolios of the
        following investment companies:

<S>                                                                                               <C>
              Cova Series Trust (Trust)                                                           13 portfolios
              Lord Abbett Series Fund, Inc. (Lord Abbett)                                          1 portfolio
              General American Capital Company (GACC)                                              1 portfolio
              Russell Insurance Funds (Russell)                                                    4 portfolios
              AIM Variable Insurance Funds, Inc. (AIM)                                             3 portfolios
              Alliance Variable Products Series Funds, Inc. (Alliance)                             2 portfolios
              Liberty Variable Investment Trust (Liberty)                                          1 portfolio
              Goldman Sachs Variable Insurance Trust (Goldman Sachs)                               3 portfolios
              Investors Fund Series (Kemper)                                                       4 portfolios
              MFS Variable Insurance Trust (MFS)                                                   7 portfolios
              Oppenheimer Variable Account Funds (Oppenheimer)                                     5 portfolios
              Putnam Variable Trust (Putnam)                                                       5 portfolios
              Templeton Variable Products Series Fund (Templeton)                                  3 portfolios
              Variable Insurance Products Fund, Fund II, and Fund III (Fidelity)                   5 portfolios
</TABLE>

        Each investment company is a diversified, open-end, management
        investment company registered under the Investment Company Act of 1940
        as amended. Not all sub-accounts are available for investment depending
        upon the terms of the variable annuity contracts offered for sale by
        Cova.

  (2)   SIGNIFICANT ACCOUNTING POLICIES

        (A)   INVESTMENT VALUATION

              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio shares owned by the sub-accounts. Income from
              dividends and gains from realized gain distributions are recorded
              on the ex-distribution date.

        (B)   REINVESTMENT OF DISTRIBUTIONS

              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolio.

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

        (C)   FEDERAL INCOME TAXES

              The operations of the Separate Account are included in the Federal
              income tax return of Cova, which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, Cova believes it will be treated as
              the owner of the Separate Account assets for Federal income tax
              purposes and does not expect to incur Federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable annuity contracts. Based on this, no
              charge is being made currently to the Separate Account for Federal
              income taxes. A charge may be made in future years for any Federal
              income taxes that would be attributable to the contracts.

  (3)   SEPARATE ACCOUNT EXPENSES

        Cova deducts a daily charge from the net assets of the Separate Account
        equivalent to an annual rate of 1.25% for the assumption of mortality
        and expense risks and 0.15% for administrative expenses. The mortality
        risks assumed by Cova arise from its contractual obligation to make
        annuity payments after the annuity date for the life of the annuitant
        and to waive the withdrawal fee in the event of the death of the
        contract owner. The administrative fees cover the cost of establishing
        and maintaining the variable annuity contracts and the Separate Account.

  (4)   CONTRACT FEES

        There are no deductions made from purchase payments for sales fees at
        the time a variable annuity contract is purchased. However, if all or a
        portion of the contract value is withdrawn, a withdrawal fee may be
        assessed and deducted from the contract value or payment to the contract
        owner. The withdrawal fee is imposed on withdrawals of contract values
        attributable to purchase payments within five years after receipt and is
        equal to 5% of the purchase payment withdrawn. After the first contract
        anniversary, provided the contract value exceeds $5,000, the contract
        owner may make one withdrawal each contract year of up to 10% of the
        aggregate purchase payments (on deposit for more than one year) without
        incurring a surrender fee. In 1998, surrender fees of $60,272 were
        deducted from the contract values in the Separate Account.

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

        Subject to certain restrictions, the contract owner may transfer all or
        a part of the accumulated value of the contract among the available
        sub-accounts of the Separate Account and the fixed rate account offered
        by Cova. If more than 12 transfers have been made in the contract year,
        a transfer fee of $25 per transfer or, if less, 2% of amount
        transferred, will be deducted from the contract account value. Transfers
        made in the Dollar Cost Averaging program are not subject to the
        transfer fee.

        In 1998, contract maintenance and transfer fees of $27,322 were deducted
        from the contract values in the Separate Account.

        Cova currently advances any premium taxes due at the time purchase
        payments are made and then deducts premium taxes from the contract value
        at the time annuity payments begin. Cova reserves the right to deduct
        premium taxes when incurred.

  (5)   SUBSEQUENT EVENT

        On January 8, 1999, the four sub-accounts investing in the Trust
        portfolios managed by Van Kampen American Capital Advisory Corp. (VKAC)
        - Quality Income, Money Market, Stock Index, and VKAC Growth and Income
        portfolios ceased operations and their assets were transferred to one
        new and three existing sub-accounts in accordance with the substitution
        order issued by the Securities and Exchange Commission.

        On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased
        operations and its assets were transferred to the Trust Lord Abbett
        Growth and Income sub-account which commenced operations on January 8,
        1999. The Trust Lord Abbett Growth and Income sub-account invests in the
        Trust Lord Abbett Growth and Income Portfolio which commenced operations
        on January 8, 1999. The Trust Lord Abbett Growth and Income Portfolio is
        managed by Lord Abbett who also manages the Lord Abbett Growth and
        Income Portfolio.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


  (6)  UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return, and
expense ratios for each sub-account follows:


                                                         COMMENCED                   ACCUMULATION UNIT VALUE
                                                                        ---------------------------------------------------
                                                        OPERATIONS         1998         1997         1996         1995
                                                        ------------    -----------  -----------  ------------ ------------


<S>                                                      <C>          <C>             <C>           <C>          <C>
       Trust Quality Income*                             08/16/95     $  17.539867    16.716340     15.540286    15.331980
       Trust Money Market*                               06/19/95        12.882157    12.375227     11.879722    11.425132
       Trust Stock Index*                                07/20/95        31.522519    24.963612     19.036955    15.773909
       Trust VKAC Growth and Income*                     07/19/95        24.396679    20.978338     17.008156    14.608910
       Trust Bond Debenture                              05/20/96        13.496510    12.881799     11.294929           --
       Trust Developing Growth                           11/07/97        11.067868    10.527555            --           --
       Trust Large Cap Research                          02/17/98        11.825638           --            --           --
       Trust Mid-Cap Value                               11/07/97        10.437956    10.467957            --           --
       Trust Quality Bond                                05/20/96        11.914509    11.155144     10.368767           --
       Trust Small Cap Stock                             05/15/96        12.582885    13.491493     11.308427           --
       Trust Large Cap Stock                             05/16/96        19.428505    14.889464     11.334982           --
       Trust Select Equity                               05/15/96        16.987203    14.053503     10.838053           --
       Trust International Equity                        05/14/96        12.889314    11.462436     10.967004           --
       Lord Abbett Growth and Income*                    07/20/95        34.325431    30.837057     25.089540    21.306278
       GACC Money Market                                 12/04/97        11.109949    10.667017            --           --
       Russell Multi-Style Equity                        12/31/97        12.740123    10.000000            --           --
       Russell Aggressive Equity                         12/31/97        10.001283    10.000000            --           --
       Russell Non-US                                    12/31/97        11.182808    10.000000            --           --
       Russell Core Bond                                 12/31/97        10.631124    10.000000            --           --
       AIM Value                                         12/31/97        13.075597    10.000000            --           --
       AIM Capital Appreciation                          12/31/97        11.800084    10.000000            --           --
       AIM International Equity                          12/31/97        11.418467    10.000000            --           --
       Alliance Premier Growth                           12/31/97        14.620511    10.000000            --           --
       Alliance Real Estate Investment                   12/31/97         8.000583    10.000000            --           --
       Liberty Newport Tiger                             12/31/97         9.278784    10.000000            --           --
       Goldman Sachs Growth and Income                   03/31/98         9.911702           --            --           --
       Goldman Sachs International Equity                03/31/98        11.416783           --            --           --
       Goldman Sachs Global Income                       03/31/98        10.815310           --            --           --
       Kemper Dreman High Return Equity                  05/15/98        10.489000           --            --           --
       Kemper Small Cap Growth                           12/31/97        11.687795    10.000000            --           --
       Kemper Small Cap Value                            12/31/97         8.770360    10.000000            --           --
       Kemper Government Securities                      12/31/97        10.634608    10.000000            --           --
       MFS Bond                                          05/15/98        10.509000           --            --           --
       MFS Research                                      12/31/97        12.179142    10.000000            --           --
       MFS Growth with Income                            12/31/97        12.075079    10.000000            --           --
       MFS Emerging Growth                               12/31/97        13.244101    10.000000            --           --
       MFS / F&C Emerging Markets Equity                 12/31/97         6.581757    10.000000            --           --
       MFS High Income                                   12/31/97         9.863111    10.000000            --           --
       MFS World Governments                             12/31/97        10.663503    10.000000            --           --
       Oppenheimer Growth                                12/31/97        12.244057    10.000000            --           --
       Oppenheimer Growth & Income                       12/31/97        10.340279    10.000000            --           --
       Oppenheimer High Income                           12/31/97         9.907918    10.000000            --           --
       Oppenheimer Bond                                  12/31/97        10.551643    10.000000            --           --
       Oppenheimer Strategic Bond                        12/31/97        10.164797    10.000000            --           --
       Putnam Growth and Income                          12/31/97        11.403244    10.000000            --           --
       Putnam New Value                                  12/31/97        10.498075    10.000000            --           --
       Putnam Vista                                      12/31/97        11.804097    10.000000            --           --
       Putnam International Growth                       12/31/97        11.729428    10.000000            --           --
       Putnam International New Opportunities            12/31/97        11.420772    10.000000            --           --
       Templeton International                           09/21/98         9.149729           --            --           --
       Templeton Developing Markets                      09/21/98         7.557531           --            --           --
       Templeton Mutual Shares Investments               09/21/98         9.646506           --            --           --
       Fidelity VIP Growth                               02/17/98        13.115493           --            --           --
       Fidelity VIP II Contrafund                        02/17/98        12.429344           --            --           --
       Fidelity VIP III Growth Opportunities             02/17/98        11.814000           --            --           --
       Fidelity VIP III Growth & Income                  02/17/98        12.259160           --            --           --
       Fidelity VIP Equity-Income                        02/17/98        10.674283           --            --           --
                                                                        ===========  ===========  ============ ============
</TABLE>

   * Sub-account ceased operations on January 8, 1999.

  **  Performance returns for sub-accounts that commenced operations during the
      year are not annualized. Expense ratios for sub-accounts that commenced
      operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


  (6)  UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return, and
expense ratios for each sub-account follows:


                                                         COMMENCED                NET ASSETS (IN 000'S)
                                                                        ------------------------------------------
                                                        OPERATIONS       1998        1997        1996       1995
                                                        ------------    --------    --------    -------    -------
<S>                                                      <C>          <C>            <C>         <C>        <C>
       Trust Quality Income*                             08/16/95     $     771         731        299        133
       Trust Money Market*                               06/19/95           267         371        322        326
       Trust Stock Index*                                07/20/95         2,306       1,738        960        211
       Trust VKAC Growth and Income*                     07/19/95         2,119       1,680        686        105
       Trust Bond Debenture                              05/20/96         9,200       4,475        447         --
       Trust Developing Growth                           11/07/97           785          64         --         --
       Trust Large Cap Research                          02/17/98           590          --         --         --
       Trust Mid-Cap Value                               11/07/97           892          89         --         --
       Trust Quality Bond                                05/20/96         5,970       2,617        669         --
       Trust Small Cap Stock                             05/15/96         8,354       6,578      1,279         --
       Trust Large Cap Stock                             05/16/96        22,001      10,224      1,431         --
       Trust Select Equity                               05/15/96        17,884       9,845      2,011         --
       Trust International Equity                        05/14/96        10,046       6,351      1,360         --
       Lord Abbett Growth and Income*                    07/20/95        37,098      24,402      9,416      2,675
       GACC Money Market                                 12/04/97         1,440         150         --         --
       Russell Multi-Style Equity                        12/31/97           616          --         --         --
       Russell Aggressive Equity                         12/31/97            87          --         --         --
       Russell Non-US                                    12/31/97           204          --         --         --
       Russell Core Bond                                 12/31/97           654          --         --         --
       AIM Value                                         12/31/97            37          --         --         --
       AIM Capital Appreciation                          12/31/97            66          --         --         --
       AIM International Equity                          12/31/97           174          --         --         --
       Alliance Premier Growth                           12/31/97           919          --         --         --
       Alliance Real Estate Investment                   12/31/97           177          --         --         --
       Liberty Newport Tiger                             12/31/97            22          --         --         --
       Goldman Sachs Growth and Income                   03/31/98           130          --         --         --
       Goldman Sachs International Equity                03/31/98           181          --         --         --
       Goldman Sachs Global Income                       03/31/98            32          --         --         --
       Kemper Dreman High Return Equity                  05/15/98            --          --         --         --
       Kemper Small Cap Growth                           12/31/97            45          --         --         --
       Kemper Small Cap Value                            12/31/97           146          --         --         --
       Kemper Government Securities                      12/31/97            27          --         --         --
       MFS Bond                                          05/15/98            --          --         --         --
       MFS Research                                      12/31/97           317          --         --         --
       MFS Growth with Income                            12/31/97           782          --         --         --
       MFS Emerging Growth                               12/31/97           632          --         --         --
       MFS / F&C Emerging Markets Equity                 12/31/97            28          --         --         --
       MFS High Income                                   12/31/97           129          --         --         --
       MFS World Governments                             12/31/97             4          --         --         --
       Oppenheimer Growth                                12/31/97            62          --         --         --
       Oppenheimer Growth & Income                       12/31/97           154          --         --         --
       Oppenheimer High Income                           12/31/97           104          --         --         --
       Oppenheimer Bond                                  12/31/97           489          --         --         --
       Oppenheimer Strategic Bond                        12/31/97            27          --         --         --
       Putnam Growth and Income                          12/31/97           914          --         --         --
       Putnam New Value                                  12/31/97            23          --         --         --
       Putnam Vista                                      12/31/97            80          --         --         --
       Putnam International Growth                       12/31/97           663          --         --         --
       Putnam International New Opportunities            12/31/97            55          --         --         --
       Templeton International                           09/21/98            61          --         --         --
       Templeton Developing Markets                      09/21/98            53          --         --         --
       Templeton Mutual Shares Investments               09/21/98             9          --         --         --
       Fidelity VIP Growth                               02/17/98             7          --         --         --
       Fidelity VIP II Contrafund                        02/17/98             1          --         --         --
       Fidelity VIP III Growth Opportunities             02/17/98             1          --         --         --
       Fidelity VIP III Growth & Income                  02/17/98            26          --         --         --
       Fidelity VIP Equity-Income                        02/17/98             8          --         --         --
                                                                        ========    ========    =======    =======
</TABLE>

   * Sub-account ceased operations on January 8, 1999.

  **  Performance returns for sub-accounts that commenced operations during the
      year are not annualized. Expense ratios for sub-accounts that commenced
      operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


  (6)  UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return, and
expense ratios for each sub-account follows:


                                                         COMMENCED                     TOTAL RETURN**
                                                                        ---------------------------------------------
                                                        OPERATIONS       1998           1997       1996        1995
                                                        ------------    -------        -------    -------     -------


<S>                                                      <C>             <C>            <C>        <C>         <C>
       Trust Quality Income*                             08/16/95         4.93 %         7.57       1.36        6.30
       Trust Money Market*                               06/19/95         4.10           4.17       3.98        2.61
       Trust Stock Index*                                07/20/95        26.27          31.13      20.69       11.65
       Trust VKAC Growth and Income*                     07/19/95        16.30          23.34      16.42       11.93
       Trust Bond Debenture                              05/20/96         4.77          14.05      11.32          --
       Trust Developing Growth                           11/07/97         5.13          (2.80)        --          --
       Trust Large Cap Research                          02/17/98         9.94             --         --          --
       Trust Mid-Cap Value                               11/07/97         (.29)          4.17         --          --
       Trust Quality Bond                                05/20/96         6.81           7.58       4.20          --
       Trust Small Cap Stock                             05/15/96        (6.74)         19.31       3.69          --
       Trust Large Cap Stock                             05/16/96        30.49          31.36      11.62          --
       Trust Select Equity                               05/15/96        20.88          29.67       6.76          --
       Trust International Equity                        05/14/96        12.45           4.52       8.60          --
       Lord Abbett Growth and Income*                    07/20/95        11.31          22.91      17.76        9.05
       GACC Money Market                                 12/04/97         4.15            .34         --          --
       Russell Multi-Style Equity                        12/31/97        27.40             --         --          --
       Russell Aggressive Equity                         12/31/97          .01             --         --          --
       Russell Non-US                                    12/31/97        11.83             --         --          --
       Russell Core Bond                                 12/31/97         6.31             --         --          --
       AIM Value                                         12/31/97        30.76             --         --          --
       AIM Capital Appreciation                          12/31/97        18.00             --         --          --
       AIM International Equity                          12/31/97        14.19             --         --          --
       Alliance Premier Growth                           12/31/97        46.21             --         --          --
       Alliance Real Estate Investment                   12/31/97       (19.99)            --         --          --
       Liberty Newport Tiger                             12/31/97        (7.21)            --         --          --
       Goldman Sachs Growth and Income                   03/31/98       (11.60)            --         --          --
       Goldman Sachs International Equity                03/31/98         1.94             --         --          --
       Goldman Sachs Global Income                       03/31/98         6.53             --         --          --
       Kemper Dreman High Return Equity                  05/15/98         4.89             --         --          --
       Kemper Small Cap Growth                           12/31/97        16.88             --         --          --
       Kemper Small Cap Value                            12/31/97       (12.30)            --         --          --
       Kemper Government Securities                      12/31/97         6.35             --         --          --
       MFS Bond                                          05/15/98         5.09             --         --          --
       MFS Research                                      12/31/97        21.79             --         --          --
       MFS Growth with Income                            12/31/97        20.75             --         --          --
       MFS Emerging Growth                               12/31/97        32.44             --         --          --
       MFS / F&C Emerging Markets Equity                 12/31/97       (34.18)            --         --          --
       MFS High Income                                   12/31/97        (1.37)            --         --          --
       MFS World Governments                             12/31/97         6.63             --         --          --
       Oppenheimer Growth                                12/31/97        22.44             --         --          --
       Oppenheimer Growth & Income                       12/31/97         3.40             --         --          --
       Oppenheimer High Income                           12/31/97        (0.92)            --         --          --
       Oppenheimer Bond                                  12/31/97         5.52             --         --          --
       Oppenheimer Strategic Bond                        12/31/97         1.65             --         --          --
       Putnam Growth and Income                          12/31/97        14.03             --         --          --
       Putnam New Value                                  12/31/97         4.98             --         --          --
       Putnam Vista                                      12/31/97        18.04             --         --          --
       Putnam International Growth                       12/31/97        17.29             --         --          --
       Putnam International New Opportunities            12/31/97        14.21             --         --          --
       Templeton International                           09/21/98        15.92             --         --          --
       Templeton Developing Markets                      09/21/98        33.87             --         --          --
       Templeton Mutual Shares Investments               09/21/98        11.61             --         --          --
       Fidelity VIP Growth                               02/17/98        31.16             --         --          --
       Fidelity VIP II Contrafund                        02/17/98        24.29             --         --          --
       Fidelity VIP III Growth Opportunities             02/17/98        18.14             --         --          --
       Fidelity VIP III Growth & Income                  02/17/98        22.59             --         --          --
       Fidelity VIP Equity-Income                        02/17/98         6.74             --         --          --
                                                                        =======        =======    =======     =======
</TABLE>

   * Sub-account ceased operations on January 8, 1999.

  **  Performance returns for sub-accounts that commenced operations during the
      year are not annualized. Expense ratios for sub-accounts that commenced
      operations during the year are annualized.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


  (6)  UNIT FAIR VALUES

       A summary of accumulation unit values, net assets, total return, and
expense ratios for each sub-account follows:

                                                                               SEPARATE ACCOUNT EXPENSES
                                                         COMMENCED              TO AVERAGE NET ASSETS**
                                                                        -----------------------------------------
                                                        OPERATIONS       1998       1997       1996        1995
                                                        ------------    -------    -------    -------     -------


<S>                                                      <C>              <C>        <C>        <C>         <C>
       Trust Quality Income*                             08/16/95         1.40       1.40       1.40        1.40
       Trust Money Market*                               06/19/95         1.40       1.40       1.40        1.40
       Trust Stock Index*                                07/20/95         1.40       1.40       1.40        1.40
       Trust VKAC Growth and Income*                     07/19/95         1.40       1.40       1.40        1.40
       Trust Bond Debenture                              05/20/96         1.40       1.40       1.40          --
       Trust Developing Growth                           11/07/97         1.40       1.40         --          --
       Trust Large Cap Research                          02/17/98         1.40         --         --          --
       Trust Mid-Cap Value                               11/07/97         1.40       1.40         --          --
       Trust Quality Bond                                05/20/96         1.40       1.40       1.40          --
       Trust Small Cap Stock                             05/15/96         1.40       1.40       1.40          --
       Trust Large Cap Stock                             05/16/96         1.40       1.40       1.40          --
       Trust Select Equity                               05/15/96         1.40       1.40       1.40          --
       Trust International Equity                        05/14/96         1.40       1.40       1.40          --
       Lord Abbett Growth and Income*                    07/20/95         1.40       1.40       1.40        1.40
       GACC Money Market                                 12/04/97         1.40       1.40         --          --
       Russell Multi-Style Equity                        12/31/97         1.40         --         --          --
       Russell Aggressive Equity                         12/31/97         1.40         --         --          --
       Russell Non-US                                    12/31/97         1.40         --         --          --
       Russell Core Bond                                 12/31/97         1.40         --         --          --
       AIM Value                                         12/31/97         1.40         --         --          --
       AIM Capital Appreciation                          12/31/97         1.40         --         --          --
       AIM International Equity                          12/31/97         1.40         --         --          --
       Alliance Premier Growth                           12/31/97         1.40         --         --          --
       Alliance Real Estate Investment                   12/31/97         1.40         --         --          --
       Liberty Newport Tiger                             12/31/97         1.39         --         --          --
       Goldman Sachs Growth and Income                   03/31/98         1.40         --         --          --
       Goldman Sachs International Equity                03/31/98         1.40         --         --          --
       Goldman Sachs Global Income                       03/31/98         1.40         --         --          --
       Kemper Dreman High Return Equity                  05/15/98          .55         --         --          --
       Kemper Small Cap Growth                           12/31/97         1.40         --         --          --
       Kemper Small Cap Value                            12/31/97         1.40         --         --          --
       Kemper Government Securities                      12/31/97         1.38         --         --          --
       MFS Bond                                          05/15/98          .52         --         --          --
       MFS Research                                      12/31/97         1.40         --         --          --
       MFS Growth with Income                            12/31/97         1.40         --         --          --
       MFS Emerging Growth                               12/31/97         1.40         --         --          --
       MFS / F&C Emerging Markets Equity                 12/31/97         1.40         --         --          --
       MFS High Income                                   12/31/97         1.40         --         --          --
       MFS World Governments                             12/31/97         1.37         --         --          --
       Oppenheimer Growth                                12/31/97         1.40         --         --          --
       Oppenheimer Growth & Income                       12/31/97         1.40         --         --          --
       Oppenheimer High Income                           12/31/97         1.40         --         --          --
       Oppenheimer Bond                                  12/31/97         1.40         --         --          --
       Oppenheimer Strategic Bond                        12/31/97         1.40         --         --          --
       Putnam Growth and Income                          12/31/97         1.40         --         --          --
       Putnam New Value                                  12/31/97         1.40         --         --          --
       Putnam Vista                                      12/31/97         1.40         --         --          --
       Putnam International Growth                       12/31/97         1.40         --         --          --
       Putnam International New Opportunities            12/31/97         1.40         --         --          --
       Templeton International                           09/21/98         1.40         --         --          --
       Templeton Developing Markets                      09/21/98         1.40         --         --          --
       Templeton Mutual Shares Investments               09/21/98         1.32         --         --          --
       Fidelity VIP Growth                               02/17/98         1.35         --         --          --
       Fidelity VIP II Contrafund                        02/17/98          .75         --         --          --
       Fidelity VIP III Growth Opportunities             02/17/98          .52         --         --          --
       Fidelity VIP III Growth & Income                  02/17/98         1.39         --         --          --
       Fidelity VIP Equity-Income                        02/17/98         1.34         --         --          --
                                                                        =======    =======    =======     =======
</TABLE>

   * Sub-account ceased operations on January 8, 1999.

  **  Performance returns for sub-accounts that commenced operations during the
      year are not annualized. Expense ratios for sub-accounts that commenced
      operations during the year are annualized.


<TABLE>
<CAPTION>
                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



   (7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION

         The table below summarizes the realized gain (loss) on the sale of fund
         shares and the change in unrealized appreciation for each sub-account
         during the year.

                                                                                               1998           1997
                                                                                           -------------  -------------
<S>                                                                                      <C>                 <C>
         Realized gain (loss) on sale of fund shares:
           Trust Quality Income:
             Aggregate proceeds from sales of fund shares                                $       68,255         78,042
             Aggregate cost of fund shares redeemed                                              66,652         78,307
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $        1,603           (265)
                                                                                           =============  =============

           Trust Money Market:
             Aggregate proceeds from sales of fund shares                                $      127,698      5,031,278
             Aggregate cost of fund shares redeemed                                             127,698      5,031,278
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Trust Stock Index:
             Aggregate proceeds from sales of fund shares                                $      135,751        100,563
             Aggregate cost of fund shares redeemed                                             117,530         81,687
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       18,221         18,876
                                                                                           =============  =============

           Trust VKAC Growth and Income:
             Aggregate proceeds from sales of fund shares                                $      104,628         21,278
             Aggregate cost of fund shares redeemed                                              89,010         18,280
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       15,618          2,998
                                                                                           =============  =============

           Trust Bond Debenture:
             Aggregate proceeds from sales of fund shares                                $      670,935        109,027
             Aggregate cost of fund shares redeemed                                             657,487        103,526
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       13,448          5,501
                                                                                           =============  =============

           Trust Developing Growth:
             Aggregate proceeds from sales of fund shares                                $       59,769         15,035
             Aggregate cost of fund shares redeemed                                              61,323         15,050
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (1,554)           (15)
                                                                                           =============  =============




                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Trust Large Cap Research:
             Aggregate proceeds from sales of fund shares                                $        1,318             --
             Aggregate cost of fund shares redeemed                                               1,293             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           25             --
                                                                                           =============  =============

           Trust Mid-Cap Value:
             Aggregate proceeds from sales of fund shares                                $      121,779          5,141
             Aggregate cost of fund shares redeemed                                             126,280          5,091
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (4,501)            50
                                                                                           =============  =============

           Trust Quality Bond:
             Aggregate proceeds from sales of fund shares                                $      319,864        149,426
             Aggregate cost of fund shares redeemed                                             309,113        147,472
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       10,751          1,954
                                                                                           =============  =============

           Trust Small Cap Stock:
             Aggregate proceeds from sales of fund shares                                $      986,220         91,131
             Aggregate cost of fund shares redeemed                                             974,390         81,824
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       11,830          9,307
                                                                                           =============  =============

           Trust Large Cap Stock:
             Aggregate proceeds from sales of fund shares                                $    1,700,678        121,132
             Aggregate cost of fund shares redeemed                                           1,489,784        106,386
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $      210,894         14,746
                                                                                           =============  =============

           Trust Select Equity:
             Aggregate proceeds from sales of fund shares                                $    1,190,393        150,731
             Aggregate cost of fund shares redeemed                                           1,040,041        130,262
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $      150,352         20,469
                                                                                           =============  =============

           Trust International Equity:
             Aggregate proceeds from sales of fund shares                                $      652,667        185,858
             Aggregate cost of fund shares redeemed                                             629,290        182,972
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       23,377          2,886
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Lord Abbett Growth and Income:
             Aggregate proceeds from sales of fund shares                                $    1,839,293        585,935
             Aggregate cost of fund shares redeemed                                           1,749,075        507,692
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       90,218         78,243
                                                                                           =============  =============

           GACC Money Market:
             Aggregate proceeds from sales of fund shares                                $    2,053,922         29,146
             Aggregate cost of fund shares redeemed                                           2,035,460         29,072
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       18,462             74
                                                                                           =============  =============

           Russell Multi-Style Equity:
             Aggregate proceeds from sales of fund shares                                $        7,462             --
             Aggregate cost of fund shares redeemed                                               7,262             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          200             --
                                                                                           =============  =============

           Russell Aggressive Equity:
             Aggregate proceeds from sales of fund shares                                $          416             --
             Aggregate cost of fund shares redeemed                                                 468             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (52)            --
                                                                                           =============  =============

           Russell Non-US:
             Aggregate proceeds from sales of fund shares                                $          821             --
             Aggregate cost of fund shares redeemed                                                 900             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (79)            --
                                                                                           =============  =============

           Russell Core Bond:
             Aggregate proceeds from sales of fund shares                                $        1,162             --
             Aggregate cost of fund shares redeemed                                               1,160             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            2             --
                                                                                           =============  =============

           AIM Value:
             Aggregate proceeds from sales of fund shares                                $       26,188             --
             Aggregate cost of fund shares redeemed                                              27,774             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (1,586)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           AIM Capital Appreciation:
             Aggregate proceeds from sales of fund shares                                $          236             --
             Aggregate cost of fund shares redeemed                                                 258             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (22)            --
                                                                                           =============  =============

           AIM International Equity:
             Aggregate proceeds from sales of fund shares                                $       40,160             --
             Aggregate cost of fund shares redeemed                                              46,103             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (5,943)            --
                                                                                           =============  =============

           Alliance Premier Growth:
             Aggregate proceeds from sales of fund shares                                $       67,438             --
             Aggregate cost of fund shares redeemed                                              74,072             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (6,634)            --
                                                                                           =============  =============

           Alliance Real Estate:
             Aggregate proceeds from sales of fund shares                                $       14,746             --
             Aggregate cost of fund shares redeemed                                              17,733             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (2,987)            --
                                                                                           =============  =============

           Liberty Newport Tiger:
             Aggregate proceeds from sales of fund shares                                $           37             --
             Aggregate cost of fund shares redeemed                                                  33             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            4             --
                                                                                           =============  =============

           Goldman Sachs Growth and Income:
             Aggregate proceeds from sales of fund shares                                $       23,582             --
             Aggregate cost of fund shares redeemed                                              27,701             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (4,119)            --
                                                                                           =============  =============

           Goldman Sachs International Equity:
             Aggregate proceeds from sales of fund shares                                $          999             --
             Aggregate cost of fund shares redeemed                                               1,123             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $         (124)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Goldman Sachs Global Income:
             Aggregate proceeds from sales of fund shares                                $          181             --
             Aggregate cost of fund shares redeemed                                                 176             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            5             --
                                                                                           =============  =============

           Kemper-Dreman High Return Equity:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Kemper Small Cap Growth:
             Aggregate proceeds from sales of fund shares                                $        7,419             --
             Aggregate cost of fund shares redeemed                                               7,675             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $         (256)            --
                                                                                           =============  =============

           Kemper Small Cap Value:
             Aggregate proceeds from sales of fund shares                                $       21,781             --
             Aggregate cost of fund shares redeemed                                              28,205             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (6,424)            --
                                                                                           =============  =============

           Kemper Government Securities:
             Aggregate proceeds from sales of fund shares                                $            9             --
             Aggregate cost of fund shares redeemed                                                   9             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           MFS Bond:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           MFS Research:
             Aggregate proceeds from sales of fund shares                                $        1,823             --
             Aggregate cost of fund shares redeemed                                               1,914             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (91)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------
         Realized gain (loss) on sale of fund shares, continued:
           MFS Growth with Income:
             Aggregate proceeds from sales of fund shares                                $       40,854             --
             Aggregate cost of fund shares redeemed                                              45,826             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (4,972)            --
                                                                                           =============  =============

           MFS Emerging Growth:
             Aggregate proceeds from sales of fund shares                                $       31,963             --
             Aggregate cost of fund shares redeemed                                              34,744             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (2,781)            --
                                                                                           =============  =============

           MFS / F&C Emerging Markets Equity:
             Aggregate proceeds from sales of fund shares                                $       32,580             --
             Aggregate cost of fund shares redeemed                                              43,015             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $      (10,435)            --
                                                                                           =============  =============

           MFS High Income:
             Aggregate proceeds from sales of fund shares                                $       18,006             --
             Aggregate cost of fund shares redeemed                                              19,172             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (1,166)            --
                                                                                           =============  =============

           MFS World Governments:
             Aggregate proceeds from sales of fund shares                                $           34             --
             Aggregate cost of fund shares redeemed                                                  33             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            1             --
                                                                                           =============  =============

           Oppenheimer Growth:
             Aggregate proceeds from sales of fund shares                                $          731             --
             Aggregate cost of fund shares redeemed                                                 756             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (25)            --
                                                                                           =============  =============

           Oppenheimer Growth & Income:
             Aggregate proceeds from sales of fund shares                                $        1,004             --
             Aggregate cost of fund shares redeemed                                               1,167             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $         (163)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Oppenheimer High Income:
             Aggregate proceeds from sales of fund shares                                $        2,657             --
             Aggregate cost of fund shares redeemed                                               2,855             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $         (198)            --
                                                                                           =============  =============

           Oppenheimer Bond:
             Aggregate proceeds from sales of fund shares                                $       17,891             --
             Aggregate cost of fund shares redeemed                                              17,655             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          236             --
                                                                                           =============  =============

           Oppenheimer Strategic Bond:
             Aggregate proceeds from sales of fund shares                                $          160             --
             Aggregate cost of fund shares redeemed                                                 165             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           (5)            --
                                                                                           =============  =============

           Putnam Growth and Income:
             Aggregate proceeds from sales of fund shares                                $       45,339             --
             Aggregate cost of fund shares redeemed                                              51,871             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (6,532)            --
                                                                                           =============  =============

           Putnam New Value:
             Aggregate proceeds from sales of fund shares                                $        6,880             --
             Aggregate cost of fund shares redeemed                                               6,868             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           12             --
                                                                                           =============  =============

           Putnam Vista:
             Aggregate proceeds from sales of fund shares                                $          376             --
             Aggregate cost of fund shares redeemed                                                 388             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (12)            --
                                                                                           =============  =============

           Putnam International Growth:
             Aggregate proceeds from sales of fund shares                                $       64,381             --
             Aggregate cost of fund shares redeemed                                              72,707             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $       (8,326)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Putnam International New Opportunities:
             Aggregate proceeds from sales of fund shares                                $          378             --
             Aggregate cost of fund shares redeemed                                                 405             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $          (27)            --
                                                                                           =============  =============

           Templeton International:
             Aggregate proceeds from sales of fund shares                                $          133             --
             Aggregate cost of fund shares redeemed                                                 124             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            9             --
                                                                                           =============  =============

           Templeton Developing Markets:
             Aggregate proceeds from sales of fund shares                                $          133             --
             Aggregate cost of fund shares redeemed                                                 125             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $            8             --
                                                                                           =============  =============

           Templeton Mutual Shares Investments:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Fidelity Growth:
             Aggregate proceeds from sales of fund shares                                $            3             --
             Aggregate cost of fund shares redeemed                                                   3             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Fidelity Contrafund:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Fidelity Growth Opportunities:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Realized gain (loss) on sale of fund shares, continued:
           Fidelity Growth & Income:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

           Fidelity Equity-Income:
             Aggregate proceeds from sales of fund shares                                $           --             --
             Aggregate cost of fund shares redeemed                                                  --             --
                                                                                           -------------  -------------

                  Realized gain (loss)                                                   $           --             --
                                                                                           =============  =============

         Unrealized appreciation (depreciation):
           Trust Quality Income:
             Appreciation (Depreciation), end of period                                  $       19,209         14,678
             Appreciation (Depreciation), beginning of period                                    14,678            447
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        4,531         14,231
                                                                                           =============  =============

           Trust Money Market:
             Appreciation (Depreciation), end of period                                  $           --             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $           --             --
                                                                                           =============  =============

           Trust Stock Index:
             Appreciation (Depreciation), end of period                                  $      491,713        393,343
             Appreciation (Depreciation), beginning of period                                   393,343         82,185
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       98,370        311,158
                                                                                           =============  =============

           Trust VKAC Growth & Income:
             Appreciation (Depreciation), end of period                                  $      316,285        251,383
             Appreciation (Depreciation), beginning of period                                   251,383         37,743
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       64,902        213,640
                                                                                           =============  =============

           Trust Bond Debenture:
             Appreciation (Depreciation), end of period                                  $      273,399        163,335
             Appreciation (Depreciation), beginning of period                                   163,335          8,392
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      110,064        154,943
                                                                                           =============  =============


                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Trust Developing Growth:
             Appreciation (Depreciation), end of period                                  $       57,633            404
             Appreciation (Depreciation), beginning of period                                       404             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       57,229            404
                                                                                           =============  =============

           Trust Large Cap Research:
             Appreciation (Depreciation), end of period                                  $       52,098             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       52,098             --
                                                                                           =============  =============

           Trust Mid-Cap Value:
             Appreciation (Depreciation), end of period                                  $       14,516          2,536
             Appreciation (Depreciation), beginning of period                                     2,536             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       11,980          2,536
                                                                                           =============  =============

           Trust Quality Bond:
             Appreciation (Depreciation), end of period                                  $      254,121         42,116
             Appreciation (Depreciation), beginning of period                                    42,116          2,313
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      212,005         39,803
                                                                                           =============  =============

           Trust Small Cap Stock:
             Appreciation (Depreciation), end of period                                  $       (2,832)       765,772
             Appreciation (Depreciation), beginning of period                                   765,772         34,020
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $     (768,604)       731,752
                                                                                           =============  =============

           Trust Large Cap Stock:
             Appreciation (Depreciation), end of period                                  $    4,717,561        630,868
             Appreciation (Depreciation), beginning of period                                   630,868         56,856
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $    4,086,693        574,012
                                                                                           =============  =============

           Trust Select Equity:
             Appreciation (Depreciation), end of period                                  $    3,163,743      1,284,973
             Appreciation (Depreciation), beginning of period                                 1,284,973        101,392
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $    1,878,770      1,183,581
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Trust International Equity:
             Appreciation (Depreciation), end of period                                  $      918,988         91,655
             Appreciation (Depreciation), beginning of period                                    91,655         66,683
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      827,333         24,972
                                                                                           =============  =============

           Lord Abbett Growth and Income:
             Appreciation (Depreciation), end of period                                  $    2,782,796      1,514,090
             Appreciation (Depreciation), beginning of period                                 1,514,090        374,769
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $    1,268,706      1,139,321
                                                                                           =============  =============

           GACC Money Market:
             Appreciation (Depreciation), end of period                                  $        8,746            440
             Appreciation (Depreciation), beginning of period                                       440             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        8,306            440
                                                                                           =============  =============

           Russell Multi-Style Equity:
             Appreciation (Depreciation), end of period                                  $       37,385             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       37,385             --
                                                                                           =============  =============

           Russell Aggressive Equity:
             Appreciation (Depreciation), end of period                                  $       (1,753)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (1,753)            --
                                                                                           =============  =============

           Russell Non-US:
             Appreciation (Depreciation), end of period                                  $        1,844             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        1,844             --
                                                                                           =============  =============

           Russell Core Bond:
             Appreciation (Depreciation), end of period                                  $        3,543             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        3,543             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           AIM Value:
             Appreciation (Depreciation), end of period                                  $        1,376             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        1,376             --
                                                                                           =============  =============

           AIM Capital Appreciation:
             Appreciation (Depreciation), end of period                                  $        5,386             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        5,386             --
                                                                                           =============  =============

           AIM International Equity:
             Appreciation (Depreciation), end of period                                  $       (6,224)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (6,224)            --
                                                                                           =============  =============

           Alliance Premier Growth:
             Appreciation (Depreciation), end of period                                  $      118,514             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      118,514             --
                                                                                           =============  =============

           Alliance Real Estate Investment:
             Appreciation (Depreciation), end of period                                  $      (17,191)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      (17,191)            --
                                                                                           =============  =============

           Liberty Newport Tiger:
             Appreciation (Depreciation), end of period                                  $        2,743             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        2,743             --
                                                                                           =============  =============

           Goldman Sachs Growth and Income:
             Appreciation (Depreciation), end of period                                  $      (11,213)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      (11,213)            --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Goldman Sachs International Equity:
             Appreciation (Depreciation), end of period                                  $        2,720             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        2,720             --
                                                                                           =============  =============

           Goldman Sachs Global Income:
             Appreciation (Depreciation), end of period                                  $         (187)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $         (187)            --
                                                                                           =============  =============

           Kemper-Dreman High Return Equity:
             Appreciation (Depreciation), end of period                                  $            5             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $            5             --
                                                                                           =============  =============

           Kemper Small Cap Growth:
             Appreciation (Depreciation), end of period                                  $        3,989             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        3,989             --
                                                                                           =============  =============

           Kemper Small Cap Value:
             Appreciation (Depreciation), end of period                                  $      (13,980)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $      (13,980)            --
                                                                                           =============  =============

           Kemper Government Securities:
             Appreciation (Depreciation), end of period                                  $          206             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          206             --
                                                                                           =============  =============

           MFS Bond:
             Appreciation (Depreciation), end of period                                  $            5             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $            5             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           MFS Research:
             Appreciation (Depreciation), end of period                                  $       24,572             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       24,572             --
                                                                                           =============  =============

           MFS Growth with Income:
             Appreciation (Depreciation), end of period                                  $       54,989             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       54,989             --
                                                                                           =============  =============

           MFS Emerging Growth:
             Appreciation (Depreciation), end of period                                  $       87,574             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       87,574             --
                                                                                           =============  =============

           MFS / F&C Emerging Markets Equity:
             Appreciation (Depreciation), end of period                                  $       (7,685)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (7,685)            --
                                                                                           =============  =============

           MFS High Income:
             Appreciation (Depreciation), end of period                                  $       (2,625)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (2,625)            --
                                                                                           =============  =============

           MFS World Governments:
             Appreciation (Depreciation), end of period                                  $          189             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          189             --
                                                                                           =============  =============

           Oppenheimer Growth:
             Appreciation (Depreciation), end of period                                  $        9,357             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        9,357             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Oppenheimer Growth & Income:
             Appreciation (Depreciation), end of period                                  $         (771)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $         (771)            --
                                                                                           =============  =============

           Oppenheimer High Income:
             Appreciation (Depreciation), end of period                                  $       (2,071)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (2,071)            --
                                                                                           =============  =============

           Oppenheimer Bond:
             Appreciation (Depreciation), end of period                                  $       12,503             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       12,503             --
                                                                                           =============  =============

           Oppenheimer Strategic Bond:
             Appreciation (Depreciation), end of period                                  $         (129)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $         (129)            --
                                                                                           =============  =============

           Putnam Growth and Income:
             Appreciation (Depreciation), end of period                                  $       44,649             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       44,649             --
                                                                                           =============  =============

           Putnam New Value:
             Appreciation (Depreciation), end of period                                  $          860             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          860             --
                                                                                           =============  =============

           Putnam Vista:
             Appreciation (Depreciation), end of period                                  $        7,815             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        7,815             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Putnam International Growth:
             Appreciation (Depreciation), end of period                                  $       (2,297)            --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $       (2,297)            --
                                                                                           =============  =============

           Putnam International New Opportunities:
             Appreciation (Depreciation), end of period                                  $          299             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          299             --
                                                                                           =============  =============

           Templeton International:
             Appreciation (Depreciation), end of period                                  $        4,711             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        4,711             --
                                                                                           =============  =============

           Templeton Developing Markets:
             Appreciation (Depreciation), end of period                                  $        3,570             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        3,570             --
                                                                                           =============  =============

           Templeton Mutual Shares Investments:
             Appreciation (Depreciation), end of period                                  $          263             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          263             --
                                                                                           =============  =============

           Fidelity Growth:
             Appreciation (Depreciation), end of period                                  $        1,118             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        1,118             --
                                                                                           =============  =============

           Fidelity Contrafund:
             Appreciation (Depreciation), end of period                                  $           99             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $           99             --
                                                                                           =============  =============



                       COVA VARIABLE ANNUITY ACCOUNT FIVE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



                                                                                               1998           1997
                                                                                           -------------  -------------

         Unrealized appreciation (depreciation), continued:
           Fidelity Growth Opportunities:
             Appreciation (Depreciation), end of period                                  $           19             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $           19             --
                                                                                           =============  =============

           Fidelity Growth & Income:
             Appreciation (Depreciation), end of period                                  $        3,784             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $        3,784             --
                                                                                           =============  =============

           Fidelity Equity-Income:
             Appreciation (Depreciation), end of period                                  $          635             --
             Appreciation (Depreciation), beginning of period                                        --             --
                                                                                           -------------  -------------

                  Unrealized appreciation (depreciation)                                 $          635             --
                                                                                           =============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997




   (8)   UNIT TRANSACTIONS

The change in the number of accumulation units is as follows:
                                                                                                       TRUST
                                                ----------------------------------------------------------------------
                                                                                             VKAC
                                                 QUALITY         MONEY        STOCK         GROWTH AND      BOND
                                                  INCOME        MARKET        INDEX         INCOME        DEBENTURE
                                                -----------   ------------  ----------  ---------------  -------------
<S>                                                 <C>            <C>         <C>           <C>             <C>
Unit balance at December 31, 1996                   19,237         27,094      50,426        40,350           39,545
  Contract units purchased                             339        449,124         927         8,266           82,546
  Contract units transferred, net                   27,138       (440,275)     19,361        32,087          231,381
  Contract units redeemed                           (2,985)        (5,992)     (1,112)         (623)          (6,072)
                                                -----------   ------------  ----------  ---------------  -------------

Unit balance at December 31, 1997                   43,729         29,951      69,602        80,080          347,400
  Contract units purchased                              --             --          --            48           83,877
  Contract units transferred, net                      763         (8,882)      5,039         9,020          280,852
  Contract units redeemed                             (507)          (306)     (1,474)       (2,306)         (30,453)
                                                -----------   ------------  ----------  ---------------  -------------

Unit balance at December 31, 1998                   43,985         20,763      73,167        86,842          681,676
                                                ===========   ============  ==========  ===============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


   (8)   UNIT TRANSACTIONS

The change in the number of accumulation units is as follows:
                                                                            TRUST
                                          -----------------------------------------------------------------------------

                                               DEVELOPING     LARGE CAP      MID-CAP       QUALITY       SMALL CAP
                                                GROWTH        RESEARCH        VALUE          BOND          STOCK
                                            -----------------------------   -----------  -------------  -------------
<S>                                               <C>            <C>            <C>           <C>            <C>
Unit balance at December 31, 1996                     --             --             --         64,534        113,118
  Contract units purchased                         1,385             --          3,163         26,745         81,088
  Contract units transferred, net                  4,654             --          5,347        146,007        302,653
  Contract units redeemed                             --             --             --         (2,643)        (9,279)
                                            -----------------------------   -----------  -------------  -------------

Unit balance at December 31, 1997                  6,039             --          8,510        234,643        487,580
  Contract units purchased                        31,649         21,971         56,591         71,796         55,831
  Contract units transferred, net                 33,339         27,982         20,523        212,881        162,174
  Contract units redeemed                           (101)           (59)          (167)       (18,275)       (41,660)
                                            -----------------------------   -----------  -------------  -------------

Unit balance at December 31, 1998                 70,926         49,894         85,457        501,045        663,925
                                            =============================   ===========  =============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


   (8)   UNIT TRANSACTIONS

The change in the number of accumulation units is as follows:
                                                                                                  LORD ABBETT         GACC
                                           ---------------------------------------------------   ---------------  -------------
                                                                                                    GROWTH
                                               LARGE CAP         SELECT        INTERNATIONAL          AND            MONEY
                                                 STOCK           EQUITY           EQUITY            INCOME           MARKET
                                           -----------------  --------------  ----------------   ---------------  -------------
<S>                                               <C>             <C>                <C>             <C>               <C>
Unit balance at December 31, 1996                   126,231         185,509          124,032           375,304              --
  Contract units purchased                          131,724         133,310          100,609            66,936          16,814
  Contract units transferred, net                   436,729         392,067          337,714           366,957          (2,723)
  Contract units redeemed                            (8,007)        (10,336)          (8,250)          (17,887)             --
                                           -----------------  --------------  ----------------   ---------------  -------------

Unit balance at December 31, 1997                   686,677         700,550          554,105           791,310          14,091
  Contract units purchased                           86,312          93,645           39,068            70,041         175,697
  Contract units transferred, net                   401,442         309,696          218,017           266,026         (33,948)
  Contract units redeemed                           (42,041)        (51,094)         (31,815)          (46,611)        (26,271)
                                           -----------------  --------------  ----------------   ---------------  -------------

Unit balance at December 31, 1998                 1,132,390       1,052,797          779,375         1,080,766         129,569
                                           =================  ==============  ================   ===============  =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                           RUSSELL                                      AIM
                                       -----------------------------------------------  -------------------------------------

                                        MULTI-STYLE    AGGRESSIVE              CORE                 CAPITAL        INTERNATIONAL
                                         EQUITY        EQUITY      NON-US      BOND      VALUE      APPRECIATION   EQUITY
                                       ------------ ------------  ---------  ---------  --------  ---------------  ------------
<S>                                       <C>           <C>         <C>        <C>        <C>         <C>           <C>
Unit balance at December 31, 1996             --           --           --         --        --          --             --
  Contract units purchased                    --           --           --         --        --          --             --
  Contract units transferred, net             --           --           --         --        --          --             --
  Contract units redeemed                     --           --           --         --        --          --             --
                                       ------------ ------------  ---------  ---------  --------  ---------------  ------------

Unit balance at December 31, 1997             --           --           --         --        --          --             --
  Contract units purchased                45,702        7,795       16,824     54,877     2,811       5,456         15,482
  Contract units transferred, net          2,780          887        1,475      6,720        44         104            (97)
  Contract units redeemed                    (94)         (31)         (40)       (99)       --          --           (128)
                                       ------------ ------------  ---------  ---------  --------  ---------------  ------------

Unit balance at December 31, 1998         48,388        8,651       18,259     61,498     2,855       5,560         15,257
                                       ============ ============  =========  =========  ========  ===============  ============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                 ALLIANCE               LIBERTY                           GOLDMAN SACHS
                                       -----------------------------    ---------   -------------------------------------------
                                                                                     GROWTH
                                         PREMIER         REAL ESTATE    NEWPORT        AND         INTERNATIONAL       GLOBAL
                                         GROWTH          INVESTMENT     TIGER        INCOME          EQUITY            INCOME
                                       ------------   --------------    ---------   -----------   ----------------   ----------
<S>                                         <C>            <C>             <C>          <C>             <C>              <C>
Unit balance at December 31, 1996               --             --             --            --              --              --
  Contract units purchased                      --             --             --            --              --              --
  Contract units transferred, net               --             --             --            --              --              --
  Contract units redeemed                       --             --             --            --              --              --
                                       ------------   --------------    ---------   -----------   ----------------   ----------

Unit balance at December 31, 1997               --             --             --            --              --              --
  Contract units purchased                  61,989         20,016          2,387        11,978          13,558           2,992
  Contract units transferred, net            1,056          2,144             --         1,129           2,301              --
  Contract units redeemed                     (176)           (83)            --            --              --              --
                                       ------------   --------------    ---------   -----------   ----------------   ----------

Unit balance at December 31, 1998           62,869         22,077          2,387        13,107          15,859           2,992
                                       ============   ==============    =========   ===========   ================   ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                             KEMPER
                                                ---------------------------------

                                                   DREMAN HIGH       SMALL CAP
                                                  RETURN EQUITY       GROWTH
                                                -----------------   -------------
<S>                                                      <C>             <C>
Unit balance at December 31, 1996                        --                 --
  Contract units purchased                               --                 --
  Contract units transferred, net                        --                 --
  Contract units redeemed                                --                 --
                                                -----------------   -------------

Unit balance at December 31, 1997                        --                 --
  Contract units purchased                               --              3,287
  Contract units transferred, net                        --                542
  Contract units redeemed                                --                 --
                                                -----------------   -------------

Unit balance at December 31, 1998                        --              3,829
                                                =================   =============
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                   KEMPER                                  MFS
                                         ----------------------------   ----------------------------------------------------
                                                                                                GROWTH
                                          SMALL CAP       GOVERNMENT                             WITH        EMERGING
                                           VALUE         SECURITIES     BOND     RESEARCH       INCOME        GROWTH
                                         ----------   ---------------   ------  -----------   ------------------------------
<S>                                         <C>             <C>                     <C>           <C>           <C>
Unit balance at December 31, 1996               --             --          --           --            --            --
  Contract units purchased                      --             --          --           --            --            --
  Contract units transferred, net               --             --          --           --            --            --
  Contract units redeemed                       --             --          --           --            --            --
                                         ----------   ---------------   ------  -----------   ------------------------------

Unit balance at December 31, 1997               --             --          --           --            --            --
  Contract units purchased                  18,879          2,180          --       22,166        60,871        45,740
  Contract units transferred, net           (2,152)           329          --        3,870         4,170         2,112
  Contract units redeemed                      (86)            --          --          (42)         (250)         (142)
                                         ----------   ---------------   ------  -----------   ------------------------------

Unit balance at December 31, 1998           16,641          2,509          --       25,994        64,791        47,710
                                         ==========   ===============   ======  ===========   ==============================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                            MFS                                       OPPENHEIMER
                                       -----------------------------------------------------  ------------------------------------
                                           F&C EMERGING                                                    GROWTH
                                            MARKETS             HIGH            WORLD                        AND          HIGH
                                             EQUITY            INCOME           GOVERNMENTS    GROWTH       INCOME       INCOME
                                       --------------------  -----------  ------------------  ----------  -----------  -----------
<S>                                             <C>              <C>               <C>            <C>         <C>          <C>
Unit balance at December 31, 1996                  --                --             --               --           --           --
  Contract units purchased                         --                --             --               --           --           --
  Contract units transferred, net                  --                --             --               --           --           --
  Contract units redeemed                          --                --             --               --           --           --
                                       --------------------  -----------  ------------------  ----------  -----------  -----------

Unit balance at December 31, 1997                  --                --             --               --           --           --
  Contract units purchased                      8,277            12,308            316            4,131       13,701        9,108
  Contract units transferred, net              (3,990)              826             59              938        1,202        1,436
  Contract units redeemed                         (53)              (54)            --              (42)         (21)         (11)
                                       --------------------  -----------  ------------------------------  -----------  -----------

Unit balance at December 31, 1998               4,234            13,080            375            5,027       14,882       10,533
                                       ====================  ===========  ==================  ==========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                              OPPENHEIMER                   PUTNAM
                                                          ------------------------  -----------------------
                                                                                      GROWTH
                                                                       STRATEGIC       AND          NEW
                                                             BOND        BOND         INCOME       VALUE
                                                          -----------  -----------  -----------  ----------
<S>                                                           <C>          <C>          <C>          <C>
Unit balance at December 31, 1996                                 --          --            --          --
  Contract units purchased                                        --          --            --          --
  Contract units transferred, net                                 --          --            --          --
  Contract units redeemed                                         --          --            --          --
                                                          -----------  -----------  -----------  ----------

Unit balance at December 31, 1997                                 --          --            --          --
  Contract units purchased                                    39,444       2,196        72,178         487
  Contract units transferred, net                              7,160         478         8,219       1,705
  Contract units redeemed                                       (227)         --          (283)         --
                                                          -----------  -----------  -----------  ----------

Unit balance at December 31, 1998                             46,377       2,674        80,114       2,192
                                                          ===========  ===========  ===========  ==========
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                                              PUTNAM                             TEMPLETON
                                        -----------------------------    ---------------------------------------------------------
                                                                               INTERNATIONAL
                                                         INTERNATIONAL          NEW                                 DEVELOPING
                                          VISTA           GROWTH               OPPORTUNITIES     INTERNATIONAL      MARKETS
                                        ----------   ----------------    ----------------------------------------------------------
<S>                                         <C>             <C>                  <C>               <C>                 <C>
Unit balance at December 31, 1996              --               --                  --                --                  --
  Contract units purchased                     --               --                  --                --                  --
  Contract units transferred, net              --               --                  --                --                  --
  Contract units redeemed                      --               --                  --                --                  --
                                        ----------   ----------------    -----------------------------------     ----------------

Unit balance at December 31, 1997              --               --                  --                --                  --
  Contract units purchased                  4,298           56,707               4,416             6,502               3,871
  Contract units transferred, net           2,501              107                 367               126               3,162
  Contract units redeemed                      --             (248)                 --               (15)                 --
                                        ----------   ----------------    -----------------------------------     ----------------

Unit balance at December 31, 1998           6,799           56,566               4,783             6,613               7,033
                                        ==========   ================    ===================================     ================
</TABLE>
<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE

Notes to Financial Statements

December 31, 1998 and 1997


                                       TEMPLETON                                          FIDELITY
                                      --------------  --------------------------------------------------------------------
                                       MUTUAL
                                        SHARES                                    GROWTH           GROWTH &      EQUITY-
                                      INVESTMENTS      GROWTH    CONTRAFUND    OPPORTUNITIES       INCOME        INCOME
                                      --------------  --------   -----------  ----------------    ---------     ----------
<S>                                          <C>          <C>                         <C>           <C>              <C>
Unit balance at December 31, 1996            --            --        --                --              --             --
  Contract units purchased                   --            --        --                --              --             --
  Contract units transferred, net            --            --        --                --              --             --
  Contract units redeemed                    --            --        --                --              --             --
                                      --------------  --------   -----------  -----------------   ---------     ----------

Unit balance at December 31, 1997            --            --        --                --              --             --
  Contract units purchased                  863            89        68                --             325            296
  Contract units transferred, net            69           406        --               104           1,747            466
  Contract units redeemed                    --            --        --                --              --             --
                                      --------------  --------   -----------  -----------------   ---------     ----------

Unit balance at December 31, 1998           932           495        68               104           2,072            762
                                      ==============  ========   ===========  =================   =========     ==========
</TABLE>



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

<TABLE>
<CAPTION>
Balance Sheets

(In thousands)


                                                                              SEPTEMBER 30,
                                                                                  1999               DECEMBER 31,
ASSETS                                                                         (UNAUDITED)               1998
                                                                              -----------------------------------
<S>                                                                             <C>                    <C>
Investments:
  Debt securities available for sale at fair value
  (cost of $102,616 in 1999 and $99,228 in 1998)                                 $98,944               $100,658
 Mortgage loans, net of allowance for potential loan loss                          5,472                  5,245
 Policy loans                                                                      1,078                  1,223
                                                                                   -----                  -----

Total investments                                                                105,494                107,126
                                                                                 -------                -------

Cash and cash equivalents - interest bearing                                       2,483                  5,789
Cash - non-interest bearing                                                        1,322                  1,200
Accrued investment income                                                          1,686                  1,641
Deferred policy acquisition costs                                                 13,829                  9,142
Present value of future profits                                                    1,022                    854
Goodwill                                                                           1,730                  1,813
Deferred tax benefits, net                                                         1,072                    585
Receivable from OakRe                                                             22,652                 35,312
Other assets                                                                         218                    516
Separate account assets                                                          159,780                127,873
                                                                                 -------                -------

Total assets                                                                    $311,288               $291,851
                                                                                ========               ========

</TABLE>

See accompanying notes to unaudited financial statements.
(Continued)

<PAGE>

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

<TABLE>
<CAPTION>
Balance Sheets, Continued

(In thousands)

                                                                          SEPTEMBER 30,
                                                                              1999                 DECEMBER 31,
LIABILITIES AND SHAREHOLDER'S EQUITY                                       (UNAUDITED)                 1998
                                                                         ----------------------------------------

<S>                                                                          <C>                     <C>
Policyholder deposits                                                        $121,112                $135,106
Future policy benefits                                                          6,766                   6,191
Payable on purchase of securities                                               1,107                      27
Accounts payable and other liabilities                                          1,795                   1,653
Federal and state income taxes payable                                              -                     172
Future purchase price payable to OakRe                                            275                     342
Guaranty fund assessments                                                       1,000                   1,000
Separate account liabilities                                                  159,777                 127,871
                                                                              -------                 -------

Total liabilities                                                             291,832                 272,362
                                                                              -------                 -------

Shareholder's equity:
  Common stock                                                                  2,800                   2,800
  Additional paid-in capital                                                   15,523                  14,523
  Retained earnings                                                             1,987                   1,833
  Accumulated other comprehensive income (loss), net of tax                      (854)                    333
                                                                                -----                     ---

Total shareholder's equity                                                     19,456                  19,489
                                                                               ------                  ------

Total liabilities and shareholder's equity                                   $311,288                $291,851
                                                                             ========                ========

</TABLE>


See accompanying notes to unaudited financial statements.
<PAGE>

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

<TABLE>
<CAPTION>
Statements of Income (Unaudited)

(In thousands)


                                                                        NINE MONTHS ENDED           THREE MONTHS ENDED
                                                                          SEPTEMBER 30,                SEPTEMBER 30,
                                                                        1999          1998          1999           1998
                                                                      --------------------         ----------------------
<S>                                                                    <C>           <C>             <C>            <C>
Revenues:
Premiums                                                                $861          $937          $ (587)          $345
Net investment income                                                  5,809         5,612           1,954          1,875
Net realized investment gains (losses)                                  (252)           90            (248)           119
Separate account fees                                                  1,584           983             580            371
Other income                                                             315            38             155              9
                                                                         ---            --             ---              -

Total revenues                                                         8,317         7,660           1,854          2,719
                                                                       -----         -----           -----          -----

Benefits and expenses:
Interest on policyholder deposits                                      4,642         3,990           1,689          1,293
Current and future policy benefits                                     1,216         1,182            (478)           436
Operating and other expenses                                           1,616         1,233             852            356
Amortization of purchased intangible assets                              138           132              47             44
Amortization of deferred acquisition costs                               605           398             209            144
                                                                         ---           ---             ---            ---

Total benefits and expenses                                            8,217         6,935           2,319          2,273
                                                                       -----         -----           -----          -----

Income before income taxes                                               100           725            (465)           446
                                                                         ---           ---           -----            ---
Income tax expense(benefit):
Current                                                                 (206)          391            (411)           401
Deferred                                                                 152          (263)            177           (393)
                                                                         ---         -----             ---          -----

Total income tax expense (benefit)                                       (54)          128            (234)             8
                                                                        ----           ---           -----              -

Net income (loss)                                                       $154          $597          $ (231)          $438
                                                                        ====          ====          ======           ====


</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>

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

<TABLE>
<CAPTION>
Statements of Shareholder's Equity (Unaudited)

(In thousands)

                                                                            FOR THE PERIODS ENDED

                                                                          9/30/99           12/31/98
                                                                         ---------------------------
<S>                                                                       <C>                <C>
Common stock, at beginning and end of period                               $2,800             $2,800
                                                                           ------             ------

Additional paid-in capital:
Balance at beginning of period                                             14,523             13,523
Capital contribution                                                        1,000              1,000
                                                                            -----              -----
Balance at end of period                                                   15,523             14,523
                                                                           ------             ------

Retained earnings:
Balance at beginning of period                                              1,833              1,023
Net income                                                                    154                810
                                                                              ---                ---
Balance at end of period                                                    1,987              1,833
                                                                            -----              -----

Accumulated other comprehensive income:
Balance at beginning of period                                                333                145
Change in unrealized appreciation (depreciation) of
  debt securities                                                          (5,102)               794

Change in deferred acquisition costs attributable to
  unrealized appreciation(depreciation)                                     3,068               (513)

Change in present value of future profits attributable to
  unrealized depreciation                                                     208                  8
Change in deferred federal income taxes impact                                639               (101)
                                                                              ---              -----

Balance at end of period                                                     (854)               333
                                                                            -----                ---

Total shareholder's equity                                                $19,456            $19,489
                                                                          =======            =======

Total comprehensive income:
  Net income                                                                 $154               $810
  Other comprehensive income (change in unrealized
     appreciation (depreciation) on debt securities)                       (1,187)               188
                                                                          -------                ---
  Total comprehensive income(loss)                                        $(1,033)              $998
                                                                         ========               ====
</TABLE>


  See accompanying notes to unaudited financial statements.
<PAGE>


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

<TABLE>
<CAPTION>
Statements of Cash Flows (Unaudited)

Nine months ended September 30, 1999 and 1998
(In thousands)
                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                  1999               1998
                                                                              -----------------------------
<S>                                                                            <C>                 <C>
Reconciliation of net income to net cash provided by
  operating activities:
  Net income                                                                      $154                $597
  Adjustments to reconcile to net cash provided by
    operating activities:
  Increase in future policy benefits                                               575                 589
  Increase (decrease) in payables and accrued
     liabilities                                                                   142                (156)
  Decrease(increase) in accrued investment income                                  (45)                346
  Amortization of intangible assets                                                743                 743
  Recapture commission paid to OakRe                                               (67)               (195)
  Net realized investment losses                                                   252                 (90)
  Interest accumulated on policyholder deposits                                  4,642               3,990
  Increase (decrease) in current and deferred
    income taxes                                                                  (659)                414
  Commissions and expenses deferred                                             (2,224)             (2,375)
  Other                                                                          1,418                 (88)
                                                                                 -----                ----

Net cash provided by operating activities                                        4,931               3,775
                                                                                 -----               -----

Cash flows from investing activities:
  Cash used in the purchase of investment securities                           (28,351)            (31,999)
  Proceeds from investment securities sold and
      matured                                                                   25,949              35,253
  Other                                                                            (96)                (90)
                                                                                  ----                ----

Net cash provided by (used in) investing activities                             (2,498)              3,164
                                                                               -------               -----
</TABLE>

See accompanying notes to unaudited financial statements.
(Continued)

<PAGE>


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

<TABLE>
<CAPTION>
Statements of Cash Flows, (Unaudited) (Continued)

Nine months ended September 30, 1999 and 1998
(In thousands)
                                                                               NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,
                                                                          1999                    1998
                                                                     -----------------------------------
Cash flows from financing activities:
<S>                                                                     <C>                      <C>
  Policyholder deposits                                                 $45,315                  $50,547
  Transfers from OakRe                                                   14,919                   27,900
  Transfer to separate accounts                                         (31,204)                 (48,586)
  Return of policyholder deposits                                       (35,647)                 (27,138)
  Capital contribution received                                           1,000                        -
                                                                          -----                   ------
Net cash provided (used) by financing activities                         (5,617)                   2,723
                                                                        -------                    -----

Increase (Decrease) in cash and cash  equivalents                        (3,184)                   9,662
                                                                        -------                    -----
Cash and cash equivalents - beginning of period                           6,989                    2,148
                                                                          -----                    -----

Cash and cash equivalents - end of period                                $3,805                  $11,810
                                                                         ======                  =======

</TABLE>

See accompanying notes to unaudited financial statements.
<PAGE>


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

Notes to Interim Financial Statements - (Unaudited)

September 30, 1999 and 1998

(1)  BASIS OF PRESENTATION

The interim consolidated financial statements for Cova Financial Life Insurance
Company (the Company) have been prepared on the basis of generally accepted
accounting principles and, in the opinion of management, reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation or
results for such periods. The results of operations and cash flows for any
interim period are not necessarily indicative of results for the full year.
These financial statements should be read in conjunction with the financial
statements as of December 31, 1998 and December 31, 1997, and for each of the
years in the three-year period ended December 31, 1998 and related notes
thereto, presented elsewhere herein. Interim financial data presented herein are
unaudited.


<TABLE>
<CAPTION>
(2)  INVESTMENTS

The Company's investments in debt securities are considered available for sale
and carried at estimated fair value, with the aggregate unrealized appreciation
or depreciation being recorded as other comprehensive income. The carrying value
and amortized cost of investments at September 30, 1999 were as follows:


                                                                       SEPTEMBER 30, 1999
                                                               GROSS        GROSS      ESTIMATED
                                             AMORTIZED      UNREALIZED    UNREALIZED      FAIR         CARRYING
                                                COST           GAINS        LOSSES       VALUE           VALUE
                                             -------------------------------------------------------------------
                                                                        (in thousands )
<S>                                           <C>               <C>        <C>          <C>           <C>
Debt Securities:
  Government agency obligations                 $1,901           $41           $ -        $1,942        $1,942
  Corporate securities                          77,186           116        (3,253)       74,049        74,049
  Mortgage-backed securities                     8,832            17          (116)        8,733         8,733
  Asset-backed securities                       14,697            43          (520)       14,220        14,220
                                                ------            --         -----        ------        ------

Total debt securities                          102,616           217        (3,889)       98,944        98,944

Mortgage loans(net)                              5,472            93             -         5,565         5,472
Policy loans                                     1,078             -             -         1,078         1,078
                                                 -----          -----          ---         -----         -----

Total investments                             $109,166          $310       ($3,889)     $105,587      $105,494
                                              ========          ====       ========     ========      ========


Company's beneficial interest
  in separate accounts                              $3           --            --             $3            $3
                                                    ==           ==            ==             ==            ==

</TABLE>

As of September 30, 1999, the Company had one nonincome producing debt security
totaling $307,731. The Company's valuation allowance for potential losses on
mortgage loans is $30,000 at September 30, 1999

<PAGE>

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

Notes to Interim Financial Statements - (Unaudited)

The amortized cost and estimated fair value of debt securities at September
30, 1999, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties. Maturities
of mortgage-backed securities will be substantially shorter than their
contractual maturity because they require monthly principal installments and
mortgagees may prepay principal.


<TABLE>
<CAPTION>
                                                             September 30, 1999
                                                     ------------------------------------
                                                                                Estimated
                                                      Amortized                   Fair
                                                        Cost                      Value
                                                     ------------------------------------
                                                                 (in thousands )
<S>                                                   <C>                        <C>
Less than one year                                      $2,644                    $2,650

Due after one years through five years                  33,799                    33,123

Due after five years through ten years                  39,372                    37,195

Due after ten years                                     17,969                    17,243

Mortgage-backed securities                               8,832                     8,733
                                                         -----                     -----

Total                                                 $102,616                   $98,944
                                                      ========                   =======

</TABLE>

At September 30, 1999, approximately 96.2% of the Company's debt securities are
investment grade or are non-rated but considered to be of investment grade. Of
the 3.8% non-investment grade debt securities, 3.5% are rated as BB, and 0.3%
are rated as C.and treated as impaired.


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

Notes to Interim Financial Statements - (Unaudited)

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


                                                           NINE MONTHS ENDED                     THREE MONTHS ENDED
                                                             SEPTEMBER 30,                          SEPTEMBER 30,
                                                           1999            1998                1999              1998
                                                       -------------------------            --------------------------
                                                                               (in thousands )
<S>                                                       <C>             <C>                 <C>              <C>
Income on debt securities                                 $5,376          $5,232              $1,811           $1,717

Income on short-term investments                             161             185                  65               75
                                                                                                  87
Income on mortgage loans                                     303             213                                   89

Income on policy loans                                        63              67                  21               24

Miscellaneous interest                                         1               3                   -                1
                                                            ----            ----                ----             ----


Total investment income                                    5,904           5,700               1,984            1,906

Investment expenses                                          (95)            (88)                (30)             (31)
                                                            ----            ----                ----             ----

Net investment income                                     $5,809          $5,612              $1,954           $1,875
                                                          ======          ======              ======           ======

Net realized capital gains (losses)
  debt securities -                                       $ (252)            $90              $ (248)            $119
                                                          ======             ===              ======             ====

</TABLE>


<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                         SEPTEMBER 30,
                                                                  1999                   1998
                                                             ----------------------------------
                                                                        (in thousands)

Unrealized appreciation (depreciation) are as follows:
<S>                                                             <C>                       <C>
  Debt securities                                               $ (5,102)                 $274

  Effects on deferred acquisition costs
    amortization                                                   3,068                   (59)

  Effects on present value of future
    profits amortization                                             208                  (119)
                                                                     ---                 -----

  Unrealized appreciation (depreciation)
    before income taxes                                           (1,826)                   96

  Unrealized income tax benefit/(expense)                            639                   (35)
                                                                     ---                  ----



  Net change in comprehensive income (loss)                     $ (1,187)                  $61
                                                                ========                   ===

</TABLE>

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

Notes to Interim Financial Statements - (Unaudited)


(3)  SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

As of September 30, 1999, the Company had one individual security which exceeded
10% of shareholder's equity:

Colonial Realty 7.5%, 07/15/2001 $1,998,038

(4)      STATUTORY SURPLUS

As of September 30, 1999, the Company's statutory capital and surplus was
$10,279,197. The Company's statutory net losses for the periods ended September
30, 1999 and 1998 were $916,503 and $1,096,969, respectively.

(5)      RELATED-PARTY TRANSACTIONS

The Company has entered into management, operations, and servicing agreements
with its affiliated companies. The affiliated companies are Cova Life Management
Company, which provides management services and the employees necessary to
conduct the activities of the Company; and Conning Asset Management, which
provides investment advice. Additionally, a portion of overhead and other
corporate expenses are allocated by the Company's ultimate parent, General
American Life Insurance Company Cova Life Administrative Service Company, which
provides various services for the Company including underwriting, claims, and
administrative functions. Expenses and fees paid to affiliated companies as of
September 30, 1999 and 1998 were $1,312,500 and $1,279,626, respectively.

(6)      REINSURANCE

Effective in July 1999, the Company entered into a modified coinsurance
agreement with Metropolitan Life Insurance Company (MetLife). Under the
agreement, the company will cede the general account's new business and
recapture business from OakRe to MetLife. There was no transfer of assets
between the Company and MetLife from this agreement. In substance, the agreement
represents a guarantee by MetLife of new business and recapture business by the
Company during the period.


(7)      SUBSEQUENT EVENT

On August 26, 1999, the Company's ultimate parent, General American Life
Insurance Company (GALIC), entered into a definitive agreement, whereby MetLife
will acquire GALIC's parent company GenAmerica Corporation for $1.2 billion in
cash. The purchase was approved by the Missouri Director of Insurance on
November 10, 1999. The purchase was completed on January 6, 2000.

On November 18, 1999, CLMC purchased the remaining 51% interest in CLASC from
another affiliate, Navisys Incorporated, for $1,184,414.

(8)      OTHER

Certain 1998 amounts have been reclassified to conform to the 1999 presentation.






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

                              Financial Statements

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)


                          INDEPENDENT AUDITORS' REPORT



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


     We have audited the accompanying balance sheets of Cova Financial Life
     Insurance Company (a wholly owned subsidiary of Cova Financial Services
     Life Insurance Company) (the Company) as of December 31, 1998 and 1997, and
     the related statements of income, shareholder's equity, and cash flows for
     each of the years in the three-year period ended December 31, 1998. These
     financial statements are the responsibility of the Company's management.
     Our responsibility is to express an opinion on these financial statements
     based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of Cova Financial Life
     Insurance Company as of December 31, 1998 and 1997, and the results of its
     operations and its cash flows for each of the years in the three-year
     period ended December 31, 1998, in conformity with generally accepted
     accounting principles.


     March 4, 1999


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

                                 Balance Sheets

                           December 31, 1998 and 1997




                                        ASSETS                          1998         1997
                                                                     -----------  -----------
                                                                         (in thousands)
<S>                                                                <C>               <C>
Investments:
    Debt securities available-for-sale, at fair value
      (cost of $99,228 in 1998 and $96,884 in 1997)                $    100,658       97,520
    Mortgage loans, net of allowance for potential loan
      loss of $10 in 1998 and $-0- in 1997                                5,245        1,786
    Policy loans                                                          1,223        1,083
                                                                     -----------  -----------

             Total investments                                          107,126      100,389


Cash and cash equivalents - interest-bearing                              5,789          756
Cash - noninterest-bearing                                                1,200        1,392
Accrued investment income                                                 1,641        1,826
Deferred policy acquisition costs                                         9,142        6,774
Present value of future profits                                             854          900
Goodwill                                                                  1,813        1,923
Deferred tax asset, net                                                     585        1,042
Receivable from OakRe                                                    35,312       68,533
Reinsurance receivables                                                     118          114
Other assets                                                                398           14
Separate account assets                                                 127,873       69,318
                                                                     -----------  -----------

             Total assets                                          $    291,851      252,981
                                                                     ===========  ===========
</TABLE>

See accompanying notes to financial statements.

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

                            Balance Sheets, Continued

                           December 31, 1998 and 1997




                         LIABILITIES AND SHAREHOLDER'S EQUITY              1998          1997
                                                                        -----------   -----------
                                                                             (in thousands)
<S>                                                                   <C>                <C>
Policyholder deposits                                                 $    135,106       157,566
Future policy benefits                                                       6,191         5,381
Payable on purchase of securities                                               27            92
Accounts payable and other liabilities                                       1,653         1,462
Federal and state income taxes payable                                         172           106
Future purchase price payable to OakRe                                         342           565
Guaranty fund assessments                                                    1,000         1,000
Separate account liabilities                                               127,871        69,318
                                                                        -----------   -----------

             Total liabilities                                             272,362       235,490
                                                                        -----------   -----------

Shareholder's equity:
    Common stock, $233.34 par value.  (Authorized
      30,000 shares; issued and outstanding
      12,000 shares in 1998 and 1997)                                        2,800         2,800
    Additional paid-in capital                                              14,523        13,523
    Retained earnings                                                        1,833         1,023
    Accumulated other comprehensive income,
      net of tax                                                               333           145
                                                                        -----------   -----------

             Total shareholder's equity                                     19,489        17,491
                                                                        -----------   -----------

             Total liabilities and shareholder's equity               $    291,851       252,981
                                                                        ===========   ===========
</TABLE>

See accompanying notes to financial statements.

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

                              Statements of Income

                  Years ended December 31, 1998, 1997, and 1996




                                                               1998         1997        1996
                                                             ----------   ----------  ----------
                                                                       (in thousands)
<S>                                                        <C>                <C>           <C>
Revenues:
    Premiums                                               $     1,308        1,191         488
    Net investment income                                        7,516        6,761       4,176
    Net realized gains (losses) on sales of
      investments                                                  178          158         (28)
    Separate account fees                                        1,392          599         134
    Other income                                                    66           45          35
                                                             ----------   ----------  ----------

             Total revenues                                     10,460        8,754       4,805
                                                             ----------   ----------  ----------

Benefits and expenses:
    Interest on policyholder deposits                            5,486        4,837       2,563
    Current and future policy benefits                           1,549        1,481         722
    Operating and other expenses                                 1,614        1,203         570
    Amortization of purchased intangible
      assets                                                       194          165          66
    Amortization of deferred policy
      acquisition costs                                            530          320         187
                                                             ----------   ----------  ----------

             Total benefits and expenses                         9,373        8,006       4,108
                                                             ----------   ----------  ----------

             Income before income taxes                          1,087          748         697
                                                             ----------   ----------  ----------

Income tax expense (benefit):
    Current                                                        (80)         310         351
    Deferred                                                       357           (5)        (66)
                                                             ----------   ----------  ----------

             Total income tax expense                              277          305         285
                                                             ----------   ----------  ----------

             Net income                                    $       810          443         412
                                                             ==========   ==========  ==========
</TABLE>

See accompanying notes to financial statements.

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

                       Statements of Shareholder's Equity

                  Years ended December 31, 1998, 1997, and 1996




                                                                                1998        1997        1996
                                                                              ----------  ----------  ----------
                                                                                       (in thousands)
<S>                                                                         <C>              <C>         <C>
Common stock, at beginning
    and end of period                                                       $     2,800       2,800       2,800
                                                                              ----------  ----------  ----------

Additional paid-in capital:
    Balance at beginning of period                                               13,523      13,523      13,523
    Capital contribution                                                          1,000          --          --
                                                                              ----------  ----------  ----------

Balance at end of period                                                         14,523      13,523      13,523
                                                                              ----------  ----------  ----------

Retained earnings:
    Balance at beginning of period                                                1,023         580         168
    Net income                                                                      810         443         412
                                                                              ----------  ----------  ----------

Balance at end of period                                                          1,833       1,023         580
                                                                              ----------  ----------  ----------

Accumulated other comprehensive income:
    Balance at beginning of period                                                  145           1         192
    Change in unrealized appreciation (depreciation)
      of debt and equity securities                                                 794         630        (840)
    Deferred federal income tax impact                                             (101)        (77)        103
    Change in deferred policy acquisition costs
      attributable to unrealized appreciation                                      (513)       (144)        (69)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                          8        (265)        615
                                                                              ----------  ----------  ----------

Balance at end of period                                                            333         145           1
                                                                              ----------  ----------  ----------

             Total shareholder's equity                                     $    19,489      17,491      16,904
                                                                              ==========  ==========  ==========

Total comprehensive income:
    Net income                                                              $       810         443         412
    Other comprehensive income (change in net unrealized
      appreciation (depreciation) of debt and equity securities)                    188         144        (191)
                                                                              ----------  ----------  ----------

             Total comprehensive income                                     $       998         587         221
                                                                              ==========  ==========  ==========
</TABLE>

See accompanying notes to financial statements.

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

                            Statements of Cash Flows

                  Years ended December 31, 1998, 1997 and 1996


                                                                                      1998          1997          1996
                                                                                   ------------  ------------  -----------
                                                                                               (in thousands)
<S>                                                                              <C>                 <C>          <C>
Reconciliation of net income to net cash provided by (used in) operating
    activities:
      Net income                                                                 $         810           443          412
      Adjustments to reconcile net
        income (loss) to net cash provided by
        (used in) operating activities:
           Increase in future policy benefits                                              810           820          192
           Increase in payables and
             accrued liabilities                                                           191            82           95
           Decrease (increase) in accrued
             investment income                                                             185          (704)        (556)
           Amortization of intangible assets and
             deferred policy acquisition costs                                             724           485          253
           Amortization and accretion of
             securities, premiums, and discounts                                           (87)          (10)          73
           Net realized (gain) loss on sale of investments                                (178)         (158)          28
           Interest on policyholder deposits                                             5,486         4,837        2,563
           Increase (decrease) in current and
             deferred federal income taxes                                                 523            91          (66)
           Recapture commissions paid to OakRe                                            (223)         (159)        (273)
           Commissions and expenses deferred                                            (3,411)       (3,917)      (2,413)
           Due to/from affiliates                                                           --            --           44
           Other                                                                           219          (498)        (452)
                                                                                   ------------  ------------  -----------

             Net cash provided by (used in) operating activities                         5,049         1,312         (100)
                                                                                   ------------  ------------  -----------

Cash flows from investing activities:
    Cash used in the purchase of
      investment securities                                                            (56,673)      (53,534)     (42,655)
    Proceeds from investment securities
      sold and matured                                                                  50,661        25,379       10,635
    Other                                                                                 (121)          (81)         (90)
                                                                                   ------------  ------------  -----------

             Net cash used in investing activities                                      (6,133)      (28,236)     (32,110)
                                                                                   ------------  ------------  -----------
</TABLE>

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

                       Statements of Cash Flows, Continued

                  Years ended December 31, 1998, 1997, and 1996




                                                                                      1998          1997          1996
                                                                                   ------------  ------------  -----------
                                                                                               (in thousands)
<S>                                                                              <C>                  <C>          <C>
Cash flows from financing activities:
    Policyholder deposits                                                        $      69,459        81,788       38,348
    Transfers from OakRe                                                                35,590        25,060       36,553
    Transfer to separate accounts                                                      (60,181)      (56,144)     (13,669)
    Return of policyholder deposits                                                    (39,943)      (28,267)     (28,521)
    Capital contributions received                                                       1,000            --           --
                                                                                   ------------  ------------  -----------

             Net cash provided by financing activities                                   5,925        22,437       32,711
                                                                                   ------------  ------------  -----------

             Increase (decrease) in cash and cash equivalents                            4,841        (4,487)         501

Cash and cash equivalents - beginning of period                                          2,148         6,635        6,134
                                                                                   ------------  ------------  -----------

Cash and cash equivalents - end of period                                        $       6,989         2,148        6,635
                                                                                   ============  ============  ===========
</TABLE>

See accompanying notes to financial statements.

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

                          Notes to Financial Statements

                        December 31, 1998, 1997, and 1996


  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

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

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

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              account. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general account is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders may also incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 97%, 85%, and 81% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated, and Edward Jones & Company,
              Incorporated, in 1998, 1997, and 1996, respectively.

              ORGANIZATION

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

              Cova Corporation purchased the Company from Xerox Financial
              Services, Inc. (XFSI), a wholly owned subsidiary of Xerox
              Corporation, on June 1, 1995. In conjunction with the purchase,
              Cova Corporation entered into a financing reinsurance transaction
              with OakRe Life Insurance Company (OakRe), a subsidiary of XFSI,
              to assume the economic benefits and risks of the existing single
              premium deferred annuity deposits (SPDAs) of the Company. The
              receivable from OakRe to the Company that was created by this
              transaction will be liquidated over the remaining crediting rate
              guaranty periods which will be substantially expired by the end of
              the year 2000, from the transfer of cash in the amount of the then
              current account value, less a recapture commission fee to OakRe on
              policies retained beyond their 30-day-no-fee surrender window by
              the Company, upon the next crediting rate reset date of each
              annuity policy. The Company may then reinvest that cash for those
              policies that are retained and thereafter assume the benefits and
              risks of those deposits.

              In the event that both OakRe and XFSI default on the receivable,
              the Company may draw funds from a standby bank irrevocable letter
              of credit established by XFSI in the amount of $500 million. No
              funds were drawn on this letter of credit during the periods
              ending December 31, 1998 and 1997.

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

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DEBT SECURITIES

              Investments in all debt securities with readily determinable fair
              values are classified into one of three categories:
              held-to-maturity, trading, or available-for-sale. Classification
              of investments is based on management's current intent. All debt
              securities and short-term investments at December 31, 1998 and
              1997 were classified as available-for-sale. Securities
              available-for-sale are carried at fair value, with unrealized
              holding gains and losses reported as accumulated other
              comprehensive income of shareholder's equity, net of deferred
              effects of income tax and related effects on deferred acquisition
              costs and present value of future profits.

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

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

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

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

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

              The Company had no impaired loans, and the valuation allowance for
              potential losses on mortgage loans was $10,000 and $319, at
              December 31, 1998 and 1997, respectively.

              CASH AND CASH EQUIVALENTS

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

              SEPARATE ACCOUNT ASSETS

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

              In order to provide for optimum policyholder returns and to allow
              for the replication of the investment performance of existing
              "cloned" mutual funds, the Company has periodically transferred
              capital to the separate accounts to provide for the initial
              purchase of investments in new portfolios. As additional funds
              have been received through policyholder deposits, the Company has
              periodically reduced its capital investment in the separate
              accounts. The Company's capital investment in the separate
              accounts as of December 31, 1998 and 1997, are presented in note
              3.

              DEFERRED POLICY ACQUISITION COSTS

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

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

                                                                     1998          1997          1996
                                                                  ------------  ------------  ------------
                                                                              (IN THOUSANDS)
<S>                                                            <C>                  <C>           <C>
Deferred policy acquisition costs, beginning of period         $      6,774         3,321         1,164
Commissions and expenses deferred                                     3,411         3,917         2,413
Amortization                                                           (530)         (320)         (187)
Deferred policy acquisition costs attributable to
    unrealized appreciation                                            (513)         (144)          (69)
                                                                  ------------  ------------  ------------

Deferred policy acquisition costs, end of period               $      9,142         6,774         3,321
                                                                  ============  ============  ============
</TABLE>

              PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

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

                           Present Value of Future Profits

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

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

                  Based on current assumptions, amortization of the original
                  in-force PVFP asset, expressed as a percentage of the original
                  in-force asset, is projected to be 4.9%, 7.2%, 7.8%, 7.7%, and
                  7.2% for the years ended December 31, 1999 through 2003,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results.

                  During 1996, the Company adjusted its original purchase
                  accounting to include a revised estimate of the ultimate
                  renewal (recapture) rate. This adjustment resulted in a
                  reallocation of the net purchased intangible asset between
                  PVFP, goodwill, future payable, and deferred taxes. This final
                  allocation and the resulting impact on inception to date
                  amortization was recorded, in its entirety, in 1996.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below:

                                                             1998       1997        1996
                                                            --------  ----------  ---------
                                                                    (IN THOUSANDS)
<S>                                                       <C>           <C>          <C>
PVFP - beginning of period                                $    900      1,178          576
Net amortization                                               (54)       (13)          78
Adjustment due to revised push-down purchase
    accounting                                                  --         --          (91)
PVFP attributable to unrealized
    depreciation (appreciation)                                  8       (265)         615
                                                            --------  ----------  ---------

       PVFP - end of period                               $    854        900        1,178
                                                            ========  ==========  =========
</TABLE>

                  Goodwill

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

<TABLE>
<CAPTION>
                  The components of goodwill are shown below:

                                                                1998          1997          1996
                                                             ------------  ------------  ------------
                                                                         (IN THOUSANDS)
<S>                                                        <C>                 <C>           <C>
Goodwill - beginning of period                             $     1,923         2,034         2,306
Amortization                                                      (110)         (111)         (105)
Adjustment due to revised push-down purchase
    accounting                                                      --            --          (167)
                                                             ------------  ------------  ------------

         Future payable - end of period                    $     1,813         1,923         2,034
                                                             ============  ============  ============
</TABLE>

                  Future Payable

                  Pursuant to the financial reinsurance agreement, the
                  receivable from OakRe becomes due in installments when the
                  SPDA policies reach their next crediting rate reset date. For
                  any recaptured policies that continue in force with OakRe into
                  the next rate guarantee period, the Company will pay a
                  commission to OakRe of 1.75% up to 40% of policy account
                  values originally reinsured and 3.5% thereafter. On policies
                  that are recaptured and subsequently exchanged to a variable
                  annuity policy, the Company will pay a commission to OakRe of
                  0.50%.

                  The Company has recorded a future payable that represents the
                  present value of the anticipated future commission payments
                  payable to OakRe over the remaining life of the financial
                  reinsurance agreement discounted at an estimated borrowing
                  rate of 6.5%. This liability represents a contingent purchase
                  price payable for the policies transferred to OakRe on the
                  purchase date and has been pushed down to the Company through
                  the financial reinsurance agreement. The Company expects that
                  this payable will be substantially extinguished by the end of
                  the year 2000.

<TABLE>
<CAPTION>
                  The components of this future payable are shown below:

                                                                      1998        1997       1996
                                                                    ----------  ---------- ----------
                                                                             (IN THOUSANDS)
<S>                                                               <C>               <C>      <C>
Future payable - beginning of period                              $     565         683      1,265
Interest added                                                           29          41         39
Payments to OakRe                                                      (252)       (159)      (273)
Adjustment due to revised push-down purchase
    accounting                                                           --          --       (348)
                                                                    ----------  ---------- ----------
         Future payable - end of period                           $     342         565        683
                                                                    ==========  ========== ==========
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

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

              POLICYHOLDER DEPOSITS

              The Company recognizes its liability for policy amounts that are
              not subject to policyholder mortality nor longevity risk at the
              stated contract value, which is the sum of the original deposit
              and accumulated interest, less any withdrawals. The average
              weighted interest crediting rate on the Company's policyholder
              deposits as of December 31, 1998 was 6.05%.

              FUTURE POLICY BENEFITS

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

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

              PREMIUM REVENUE

              The Company recognizes premium revenue at the time of issue on
              annuity policies that subject it to longevity risks. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              FEDERAL INCOME TAXES

              Beginning in 1997, the Company files a consolidated income tax
              return with its immediate parent, CFSLIC. Allocations of federal
              income taxes are based upon separate return calculations.

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

              RISKS AND UNCERTAINTIES

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

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

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

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

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

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

              The Company has considered the recoverability of goodwill and has
              concluded that no circumstances have occurred which would give
              rise to impairment of goodwill at December 31, 1998.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

                  Fair values of debt securities are based on quoted market
                  prices, where available. For debt securities not actively
                  traded, fair value estimates are obtained from independent
                  pricing services. In some cases, such as private placements,
                  certain mortgage-backed securities, and mortgage loans, fair
                  values are estimated by discounting expected future cash flows
                  using a current market rate applicable to the yield, credit
                  quality, and maturity of the investments (see note 3 for fair
                  value disclosures).

                  Policy Loans

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

                  Investment Contracts

                  The Company's policy contracts require the beneficiaries to
                  commence receipt of payments by the later of age 85 or 10
                  years after purchase, and substantially all contracts permit
                  earlier surrenders, generally subject to fees and adjustments.
                  Fair values for the Company's liabilities for investment type
                  contracts (policyholder deposits) are estimated as the amount
                  payable on demand. As of December 31, 1998 and 1997, the cash
                  surrender value of policyholder deposits was $4,707,689 and
                  $7,204,647, respectively, less than their stated carrying
                  value. Of the contracts permitting surrender, substantially
                  all provide the option to surrender without fee or adjustment
                  during the 30 days following reset of guaranteed crediting
                  rates. The Company has not determined a practical method to
                  determine the present value of this option.

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

                  REINSURANCE

              The impact of reinsurance on the December 31, 1998 financial
              statements is not considered material.

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

              RECENTLY ADOPTED ACCOUNTING STANDARDS

              On June 1997, the Financial Accounting Standards Board issued SFAS
              No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes
              standards for the reporting and display of comprehensive income
              and its components in the financial statements. SFAS No. 130 is
              effective for the fiscal year beginning after December 15, 1997.
              Reclassification of financial statements for earlier periods
              provided is required for comparative purposes. The Company has
              elected to adopt SFAS No. 130 in 1998. The adoption of SFAS No.
              130 has no impact on the Company's net income or shareholder's
              equity. The Company's only component of accumulated other
              comprehensive income relates to unrealized appreciation and
              depreciation on debt securities.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, was issued in June 1998. SFAS No. 133 requires all
              derivative instruments to be recorded on the balance sheet at
              estimated fair value. The Company's present accounting policies
              would apply such accounting treatment only to marketable
              securities as defined under SFAS No. 115, Accounting for Certain
              Investments in Debt and Equity Securities, and to off-balance
              sheet derivative instruments. SFAS No. 133 will broaden the
              definition of derivative instruments to include all classes of
              financial assets and liabilities. It also will require separate
              disclosure of identifiable derivative instruments embedded in
              hybrid securities. Change in the fair value of derivative
              instruments is to be recorded each period either in current
              earnings or other comprehensive income, depending on whether a
              derivative is designed as part of a hedge transaction and, if it
              is, on the type of hedge transaction.

              SFAS No. 133 is effective for the Company beginning January 1,
              2000. The Company's management is currently evaluating the impact
              of SFAS No. 133; at present, the management does not believe it
              will have a material effect on the Company's financial position or
              results of operations.

                  OTHER

              Certain 1997 and 1996 amounts have been reclassified to conform to
              the 1998 presentation.

<TABLE>
<CAPTION>
  (3)   INVESTMENTS

        The Company's investments in debt securities and short-term investments
        are considered available-for-sale and carried at estimated fair value,
        with the aggregate unrealized appreciation or depreciation being
        recorded as a separate component of shareholder's equity. The amortized
        cost, estimated fair value, and carrying value of investments at
        December 31, 1998 and 1997, are as follows:

                                                                              1998
                                         -------------------------------------------------------------------------------
                                                              GROSS           GROSS         ESTIMATED
                                           AMORTIZED       UNREALIZED      UNREALIZED         FAIR          CARRYING
                                              COST            GAINS          LOSSES           VALUE           VALUE
                                         ---------------  --------------  --------------  --------------  --------------
                                                                         (IN THOUSANDS)
<S>                                    <C>                     <C>               <C>           <C>            <C>
        Debt securities:
           U.S. Government
             treasuries                $         100               1               --              101            101
           Collateralized
             mortgage obligations             15,260             161              (32)          15,389         15,389
           Corporate, state,
             municipalities, and
           political subdivisions             83,868           1,733             (433)          85,168         85,168
                                         ---------------  --------------  --------------  --------------  --------------

               Total debt
                 securities                   99,228           1,895             (465)         100,658        100,658

        Mortgage loans (net)                   5,245             204               --            5,449          5,245
        Policy loans                           1,223              --               --            1,223          1,223
                                         ---------------  --------------  --------------  --------------  --------------

               Total investments       $     105,696           2,099             (465)         107,330        107,126
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $           2             --                --                2              2
                                         ===============  ==============  ==============  ==============  ==============

</TABLE>
<TABLE>

                                                                              1997
                                         -------------------------------------------------------------------------------
                                                              GROSS           GROSS         ESTIMATED
                                           AMORTIZED       UNREALIZED      UNREALIZED         FAIR          CARRYING
                                              COST            GAINS          LOSSES           VALUE           VALUE
                                         ---------------  --------------  --------------  --------------  --------------
                                                                         (IN THOUSANDS)
<S>                                    <C>                     <C>             <C>             <C>            <C>
        Debt securities:
           U.S. Government
             treasuries                $         100               1               --              101            101
           Collateralized
             mortgage obligations             24,018             305              (64)          24,259         24,259
           Corporate, state,
             municipalities, and
             political subdivisions           72,766           1,500           (1,106)          73,160         73,160
                                         ---------------  --------------  --------------  --------------  --------------

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

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

                                       $      99,753           1,949           (1,170)         100,532        100,389
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $          --              --               --               --             --
                                         ===============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>
        The amortized cost and estimated fair value of debt securities at
        December 31, 1998, by contractual maturity, are shown below. Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay obligations with or without call or
        prepayment penalties. Maturities of mortgage-backed securities will be
        substantially shorter than their contractual maturity because they
        require monthly principal installments and mortgagees may prepay
        principal.

                                                                        ESTIMATED
                                                       AMORTIZED           FAIR
                                                          COST            VALUE
                                                     ---------------  ---------------
                                                             (IN THOUSANDS)
<S>                                                <C>                      <C>
Less than one year                                 $         2,341            2,362
Due after one year through five years                       34,579           35,067
Due after five years through ten years                      32,584           33,321
Due after ten years                                         14,464           14,519
Mortgage-backed securities                                  15,260           15,389
                                                     ---------------  ---------------

         Total                                     $        99,228          100,658
                                                     ===============  ===============
</TABLE>


        At December 31, 1998, approximately 95.1% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 4.9% noninvestment grade debt securities, 4.3%
        are rated as BB or its equivalent, and 0.6% are rated B or its
        equivalent.

        All debt securities  were income  producing  during the years ended
        December 31,  1998 and 1997. As of  December 31,  1998 and 1997, the
        Company had no impaired investments.

<TABLE>
<CAPTION>
        The components of investment income, realized gains (losses), and
        unrealized appreciation are as follows:

                                                               1998           1997          1996
                                                            ------------  -------------  ------------
                                                                         (IN THOUSANDS)
<S>                                                      <C>                  <C>             <C>
Income on debt securities                                $      6,928         6,575           3,926
Income on short-term investments                                  305           186             243
Income on policy loans                                             92            83              86
Interest on mortgage loans                                        308            32              --
Miscellaneous interest                                              2            --               8
                                                            ------------  -------------  ------------

Total investment income                                         7,635         6,876           4,263

Investment expenses                                              (119)         (115)            (87)
                                                            ------------  -------------  ------------

         Net investment income                           $      7,516         6,761           4,176
                                                            ============  =============  ============

Net realized capital gains (losses) -
    debt securities                                      $        178           158             (28)
                                                            ============  =============  ============

Unrealized appreciation
    is as follows:
       Debt securities                                   $      1,430           633               6
       Short-term investments                                      --             3              --
       Effects on deferred acquisition
         costs amortization                                      (726)         (213)            (69)
       Effects on PVFP amortization                              (192)         (200)             65
                                                            ------------  -------------  ------------


       Unrealized appreciation before income taxes                512           223               2

       Unrealized income tax expenses                            (179)          (78)             (1)
                                                            ------------  -------------  ------------

         Net unrealized appreciation on
           investments                                   $        333           145               1
                                                            ============  =============  ============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $50,660,583. Gross gains of $591,755 and
        gross losses of $413,588 were realized on those sales. Included in these
        amounts were $133,138 of gross gains and $106,165 of gross losses
        realized on the sale of noninvestment grade securities.

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

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

<TABLE>
<CAPTION>
  (4)   SECURITY GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        As of  December 31,  1998 and 1997, the Company held the following
        individual  security  which  exceeded 10% of  shareholder's equity:

                                                                                     1998             1997
                                                                                ---------------  ---------------
<S>                                                                           <C>                    <C>
Colonial Realty, at carrying value                                            $     1,997,287        2,017,400
                                                                                ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
  (5)   COMPREHENSIVE INCOME

        The components of comprehensive income are as follows:

                                                                                    1998          1997         1996
                                                                                 ------------  ------------ ------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                  <C>          <C>
        Net income                                                             $     810            443          412
                                                                                 ------------  ------------ ------------
        Other comprehensive income (loss), before tax -
            unrealized appreciation (depreciation) on
               investments arising during period:
                 Unrealized appreciation (depreciation)
                     on investments                                                  616            472         (812)
                 Adjustment to deferred acquisition
                   costs attributable to unrealized
                   (appreciation) depreciation                                      (398)          (108)         (67)
                 Adjustment to PVFP attributable to
                   unrealized (appreciation) depreciation                              6           (198)         594
                                                                                 ------------  ------------ ------------

                       Total unrealized appreciation (depreciation) on
                          investments arising during period                          224            166         (285)
                                                                                 ------------  ------------ ------------

        Less reclassification adjustments for realized (gains) losses included
            in net income:
               Adjustment for (gains) losses included in
                 net realized gains (losses) on sales
                 of investments                                                     (178)          (158)          28
               Adjustment for (gains) losses included in
                 amortization of PVFP                                                115             36            2
               Adjustment for (gains) losses included in
                 amortization of deferred acquisition costs                           (2)            67          (21)
                                                                                 ------------  ------------ ------------

                       Total reclassification adjustments for (gains) losses
                          included in net income                                     (65)           (55)           9
                                                                                 ------------  ------------ ------------

        Other comprehensive income (loss), before related income tax
            expense (benefits)                                                       289            221         (294)

        Related income tax expense (benefit)                                         101             77         (103)
                                                                                 ------------  ------------ ------------

                       Other comprehensive income (loss), net of tax                 188            144         (191)
                                                                                 ------------  ------------ ------------

                       Comprehensive income                                    $     998            587          221
                                                                                 ============  ============ ============
</TABLE>

  (6)   POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

        The Company has no direct employees and no retired employees. All
        personnel used to support the operations of the Company are supplied by
        contract by Cova Life Management Company (CLMC), a wholly owned
        subsidiary of Cova Corporation. The Company is allocated a portion of
        certain health care and life insurance benefits for future retired
        employees of CLMC. In 1998, 1997, and 1996, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1998, CLMC had no retired
        employees nor any employees fully eligible for retirement, and had no
        disbursements for such benefit commitments. The expense arising from
        these allocations is not material.

<TABLE>
<CAPTION>
  (7)   INCOME TAXES

        The Company will file a consolidated federal income tax return with its
        immediate parent, CFSLIC. Income taxes are recorded in the statements of
        income and directly in certain shareholder's equity accounts. Income
        tax expense for the years ended December 31 was allocated as follows:

                                                                                   1998       1997       1996
                                                                                 ---------  ---------  ---------
                                                                                         (IN THOUSANDS)
<S>                                                                            <C>             <C>        <C>
Statements of income:
    Operating income (excluding realized investment gains and losses)          $    215        250        295
    Realized investment gains (losses)                                               62         55        (10)
                                                                                 ---------  ---------  ---------

         Income tax expense included in the statements of
           income                                                                   277        305        285

Shareholder's equity - change in deferred federal income taxes
    related to unrealized appreciation (depreciation) on securities                 101         77       (103)
                                                                                 ---------  ---------  ---------

         Total income tax expense                                              $    378        382        182
                                                                                 =========  =========  =========
</TABLE>

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

                                                        1998                  1997                 1996
                                                --------------------  --------------------  --------------------
                                                                        (IN THOUSANDS)
<S>                                           <C>           <C>      <C>          <C>      <C>          <C>
Computed expected tax expense                 $   380       35.0%    $  262       35.0%    $  244       35.0%
Dividends received deduction - separate
    account                                      (150)     (13.9)        --         --         --         --
Amortization of intangible assets                  39        3.6         39        5.2         37        5.3
Other                                               8        0.8          4        0.5          4        0.6
                                                --------  ----------  --------  ----------  --------  ---------

           Total                              $   277       25.5%    $  305       40.7%    $  285       40.9%
                                                ========  ==========  ========  ==========  ========  ==========
</TABLE>


<TABLE>
<CAPTION>
        The tax effect of temporary differences that give rise to significant
        portions of the deferred tax assets and deferred tax liabilities at
        December 31, 1998 and 1997 are as follows:

                                                                 1998         1997
                                                              ------------ ------------
                                                                   (IN THOUSANDS)
<S>                                                         <C>                 <C>
Deferred tax assets:
    Tax basis of intangible assets purchased                $       624           679
    Liability for commission on recaptures                          120           198
    Policy reserves                                               2,477         1,898
    DAC "Proxy Tax"                                               1,252           977
    Other deferred tax assets                                      (359)           --
                                                              ------------ ------------

           Total deferred tax assets                              4,114         3,752
                                                              ------------ ------------

Deferred tax liabilities:
    Unrealized gains in investments                                 179            78
    PVFP                                                            150           144
    Deferred acquisition costs                                    3,200         2,371
    Other deferred tax liabilities                                   --           117
                                                              ------------ ------------

           Total deferred tax liabilities                         3,529         2,710
                                                              ------------ ------------

           Net deferred tax asset                           $       585         1,042
                                                              ============ ============
</TABLE>

        A valuation allowance is provided when it is more likely than not that
        some portion of the deferred tax assets will not be realized. Management
        believes the deferred tax assets will be fully realized in the future
        based upon consideration of the reversal of existing temporary
        differences, anticipated future earnings, and all other available
        evidence. Accordingly, no valuation allowance was established at
        December 31, 1998 or 1997.

  (8)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, CLMC and Navisys Incorporated, affiliated
        companies, purchased certain assets of Johnson & Higgins/Kirke Van
        Orsdel, Inc. (J&H/KVI), an unaffiliated Delaware corporation, for
        $2,500,000. The purchased assets are the administrative and service
        systems that provide the marketing, underwriting, claims, and
        administrative functions for the Company's life and annuity products. On
        January 1, 1998, the purchased assets of J&H/KVI were merged into Cova
        Life Administrative Service Company (CLASC). Navisys Incorporated
        purchased 51% of CLASC, the remaining 49% was purchased by CLMC.

         The Company has entered into management, operations, and servicing
         agreements with its affiliated companies. The affiliated companies are
         CLMC, a Delaware Corporation, which provides management services and
         the employees necessary to conduct the activities of the Company; and
         Conning Asset Management, which provides investment advice.
         Additionally, a portion of overhead and other corporate expenses are
         allocated by the Company's ultimate parent, GALIC. CLASC provides
         various services for the Company including underwriting, claims, and
         administrative functions. Expenses and fees paid to affiliated
         companies in 1998, 1997, and 1996 for the Company were $1,587,833,
         $396,806, and $303,694 respectively.

  (9)   STATUTORY SURPLUS AND DIVIDEND RESTRICTION

        GAAP differs in certain respects from accounting practices prescribed or
        permitted by insurance regulatory authorities (statutory accounting
        principles).

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

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

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

                                                            1998         1997
                                                         ------------ ------------
                                                              (IN THOUSANDS)
<S>                                                    <C>                <C>
Statutory capital and surplus                          $    10,411        10,389
Reconciling items:
    Statutory asset valuation reserve                        1,078         1,151
    Statutory interest maintenance reserve                     190           111
    GAAP investment adjustments to fair value                1,430           636
    GAAP deferred policy acquisition costs                   9,142         6,774
    GAAP basis policy reserves                              (4,670)       (3,871)
    GAAP deferred federal income taxes (net)                   585         1,042
    GAAP guarantee assessment adjustment                    (1,000)       (1,000)
    GAAP goodwill                                            1,813         1,923
    GAAP present value of future profits                       854           900
    GAAP future purchase price payable                        (342)         (565)
    Other                                                       (2)            1
                                                         ------------ ------------

           GAAP shareholder's equity                   $    19,489        17,491
                                                         ============ ============
</TABLE>

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

                          Notes to Financial Statements

                        December 31, 1998, 1997, and 1996

        Statutory net loss for the years ended December 31, 1998, 1997, and 1996
        was $142,046, $461,118, and $113,236, respectively.

        The maximum amount of dividends which can be paid by State of California
        insurance companies to shareholders without prior approval of the
        insurance commissioner is the greater of 10% of statutory surplus or
        statutory net gain from operations for the preceding year. The maximum
        dividend permissible during 1998 will be $761,109, which is 10% of the
        Company's December 31, 1998 statutory surplus of $7,611,089.

        The National Association of Insurance Commissioners has developed
        certain risk based capital (RBC) requirements for life insurers. If
        prescribed levels of RBC are not maintained, certain actions may be
        required on the part of the Company or its regulators. At December 31,
        1998, the Company's Total Adjusted Capital and Authorized Control Level
        RBC were $11,488,766 and $1,619,495, respectively. This level of
        adjusted capital qualifies under all tests.

(10)    GUARANTY FUND ASSESSMENTS

        The Company participates with life insurance companies licensed in
        California in an association formed to guaranty benefits to
        policyholders of insolvent life insurance companies. Under state law, as
        a condition for maintaining the Company's authority to issue new
        business, the Company is contingently liable for its share of claims
        covered by the guaranty association for insolvencies incurred through
        1998, but for which assessments have not yet been determined or
        assessed, to a maximum generally of 1% of statutory premiums per annum.

        In November 1998, the National Organization of Life and Health Guaranty
        Associations distributed a study of the major outstanding industry
        insolvencies, with estimates of future assessments by state. Based on
        this study, the Company has accrued a liability for $1.0 million in
        future assessments on insolvencies that occurred before December 31,
        1998. Under the coinsurance agreement between the Company and OakRe (see
        note 1), OakRe is required to reimburse the Company for any future
        assessments that it pays which relate to insolvencies occurring prior to
        June 1, 1995. The Company paid $33,505, $460,167, and $265,760 in
        guaranty fund assessment in 1998, 1997, and 1996, respectively. These
        payments were substantially reimbursed by OakRe.

        At the same time, the Company is liable to OakRe for 80% of any future
        premium tax recoveries that are realized from any such assessments and
        may retain the remaining 20%. The credits to be retained for 1998 were
        not material.



                                     PART C
                                OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS.

a.   FINANCIAL STATEMENTS

           The following financial statements of the Separate Account  are
           included in Part B hereof:

           1. Statement of Assets and Liabilities as of September 30, 1999.

           2. Statement of Operations for the nine months ended September 30,
              1999.

           3. Statements of Changes in Net Assets for the nine months ended
              September 30, 1999 and the year ended December 31, 1998.

           4. Notes to Financial Statements - September 30, 1999.

           5. Independent Auditors' Report.

           6. Statement of Assets and Liabilities as of December 31, 1998.

           7. Statement of Operations for the year ended December 31, 1998.

           8. Statements of Changes in Net Assets for the years ended
              December 31, 1998 and 1997.

           9. Notes to Financial Statements - December 31, 1998 and 1997.


           The following financial statements of the Company are included
           In Part B hereof.

            1.  Balance Sheets as of September 30, 1999 and December 31, 1998.

            2.  Statements of Income for the three and nine months ended
                September 30, 1999 and 1998.

            3.  Statements of Shareholder's Equity for the nine months ended
                September 30, 1999 and 1998.

            4.  Statements of Cash Flows for the nine months ended September 30,
                1999 and 1998.

            5.  Notes to Financial Statements - September 30, 1999 and 1998.

            6.  Independent Auditors' Report.

            7.  Balance Sheets as of December 31, 1998 and 1997.

            8.  Statements of Income for the years ended December 31, 1998,
               1997 and 1996.

            9.  Statements of Shareholder's Equity for the Years Ended
                December 31, 1998, 1997 and 1996.

           10.  Statements of Cash Flows for the Years Ended December 31,
                1998, 1997 and 1996.

           11.  Notes to Financial Statements - December 31, 1998, 1997
                and 1996.
b.   EXHIBITS

     1.   Resolution  of Board  of  Directors  of the  Company  authorizing  the
          establishment of the Variable Account(1)

     2.   Not Applicable

     3.   Principal Underwriter's Agreement(2)

     4.   Individual  Flexible  Purchase Payment Deferred Variable
          Annuity Contract(1)

     5.   Application for Variable Annuity(1)

     6.   (i) Copy of Articles of Incorporation of the Company(2)
          (ii) Copy of the Bylaws of the Company(2)

     7.   Not Applicable

     8.  (i) Form of Fund Participation Agreement by and among AIM Variable
             Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
             Life Insurance Company, on behalf of itself and its Separate
             Accounts, and Cova Life Sales Company(3)

         (ii) Form of Participation Agreement among Templeton Variable Products
              Series Fund, Franklin Templeton Distributors, Inc. and Cova
              Financial Services Life Insurance Company(4)

     9.   Opinion and Consent of Counsel.

     10.  Consent of Independent Auditors.

     11.  Not Applicable

     12.  Not Applicable

     13.  Not Applicable

     14.  Company Organizational Chart

     (1) incorporated by reference to Registrant's Form N-4 (File Nos.
         333-90407 and 811-7060) as filed electronically on November 5,
         1999.
     (2) incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
         (File No. 333-34817) as filed electronically on November 19, 1997.
     (3) incorporated by reference to Post-Effective Amendment No. 1 to
         Form N-4 (File No. 333-34817) as filed electronically on February 11,
         1998.
     (4) incorporated by reference to Post-Effective Amendment No. 4 to Form N-4
         (File No. 333-34817) as filed electronically on April 30, 1999.


ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR.

The  following  are the  Officers  and  Directors  who are  engaged  directly or
indirectly in  activities  relating to the  Registrant  or the variable  annuity
contracts offered by the Registrant and the executive officers of the Company:

Name and Principal                Positions and Offices
 Business Address                 with Depositor
- --------------------------------  --------------------------------
Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Mark E. Reynolds                  Executive Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

John W. Barber                    Director
13045 Tesson Ferry Rd.
St. Louis, MO 63128

William P. Boscow                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Constance A. Doern                Vice President
4700 Westown Parkway
West Des Moines, IA 50266

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Executive Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market Street
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Lisa O. Kirchner                  Vice President
4700 Westown Parkway
West Des Moines, IA 50266

James W. Koeger                   Assistant Treasurer
700 Market Street
St. Louis, MO 63101

William C. Mair                   Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market Street
St. Louis, MO 63101

Myron H. Sandberg                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

John W. Schaus                    Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Bernard J. Spaulding              Senior Vice President, General Counsel
One Tower Lane, Suite 3000        and Secretary
Oakbrook Terrace, IL  60181-4644

Joann T. Tanaka                   Senior Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Patricia M. Wersching             Assistant Treasurer
700 Market Street
St. Louis, MO 63101

Peter L. Witkewiz                 Vice President and Controller
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644


ITEM 26.   PERSONS  CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
           OR REGISTRANT.

A  company  organizational  chart  is  filed  as  Exhibit  14 to this
registration statement.

ITEM 27.   NUMBER OF CONTRACT OWNERS

Not Applicable

ITEM 28.   INDEMNIFICATION.

The Bylaws of the Company (Article V, Section 9) provide that:

This corporation  shall  indemnify,  to the fullest extent allowed by California
law, its present and former directors and officers against expenses,  judgments,
fines, settlements, and other amounts incurred in connection with any proceeding
or threatened  proceeding  brought  against such  directors or officers in their
capacity  as  such.  Such  indemnification  shall  be  made in  accordance  with
procedures set forth by California law. Sums for expenses  incurred in defending
any such  proceeding may also be advanced to any such director or officer to the
extent and under the conditions provided by California law.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

ITEM 29.   PRINCIPAL UNDERWRITERS.

(a) Cova Life  Sales  Company is the  principal  underwriter  for the  following
investment companies (other than Registrant):

   Cova Variable Annuity Account One
   Cova Variable Life Account One
   Cova Variable Life Account Five
   First Cova Variable Annuity Account One
   Cova Variable Annuity Account Four
   General American Separate Account Twenty-Eight
   General American Separate Account Twenty-Nine

(b) Cova Life Sales Company is the principal underwriter for the Contracts.  The
following persons are the officers and directors of Cova Life Sales Company. The
principal  business  address for each  officer  and  director of Cova Life Sales
Company is One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

    Name and Principal  Positions and Offices
      Business Address   with Underwriter
- -----------------------  ---------------------------

Lorry J. Stensrud        Director

Patricia E. Gubbe        President, Chief Compliance Officer
                         and Director

William C. Mair          Director

Philip A. Haley          Vice President

Shari Ruecker            Vice President

Mark E. Reynolds         Treasurer

James W. Koeger          Assistant Treasurer

Bernard J. Spaulding     Secretary

(c)  Not applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS.

William Flory,  whose address is One Tower Lane, Suite 3000,  Oakbrook  Terrace,
Illinois 60181-4644 and Cova Life Administration  Services Company, 4700 Westown
Parkway,  Bldg.  4, Suite  200,  West Des  Moines,  IA 50266  maintain  physical
possession of the accounts,  books or documents of the Variable Account required
to be maintained by Section 31(a) of the Investment  Company Act of 1940 and the
rules promulgated thereunder.

ITEM 31.   MANAGEMENT SERVICES.

Not Applicable.

ITEM 32.   UNDERTAKINGS.

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant  hereby  undertakes  to deliver any  Statement of Additional
Information and any financial statement required to be made available under this
Form promptly upon written or oral request.

     d. Cova Financial Life Insurance Company ("Company") hereby represents that
the fees and charges  deducted under the Contracts  described in the Prospectus,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses to be incurred and the risks assumed by the Company.

                                 REPRESENTATIONS

     The Company  hereby  represents  that it is relying upon a No Action Letter
issued to the  American  Council  of Life  Insurance  dated  November  28,  1988
(Commission ref.  IP-6-88) and that the following  provisions have been complied
with:

     1. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11)  in each  registration  statement,  including the
prospectus, used in connection with the offer of the contract;

     2. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11) in any sales  literature  used in connection with
the offer of the contract;

     3. Instruct sales  representatives who solicit participants to purchase the
contract  specifically to bring the redemption  restrictions  imposed by Section
403(b)(11) to the attention of the potential participants;

     4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (1)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.

                                  SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant certifies that it has caused this Registration Statement to
be signed on its behalf, in the City of Oakbrook Terrace,  and State of Illinois
on this 25th day of January, 2000.


                                  COVA VARIABLE ANNUITY ACCOUNT FIVE
                                  (Registrant)


                             By:  COVA FINANCIAL LIFE INSURANCE COMPANY


                             By: /S/ BERNARD J. SPAULDING
                                  _________________________________________
                                  Senior Vice President, General Counsel and
                                  Secretary

                                  COVA FINANCIAL LIFE INSURANCE COMPANY
                                  Depositor



                              By: /S/ BERNARD J. SPAULDING
                                 ________________________________________
                                 Senior Vice President, General Counsel and
                                 Secretary


As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.



                        Chairman of the Board and
- ----------------------  Director                  --------
Richard A. Liddy                                   Date

/S/ LORRY J. STENSRUD   President and Director    1/25/00
- ----------------------                            --------
Lorry J. Stensrud                                  Date


/S/ J. ROBERT HOPSON    Director                  1/25/00
- ----------------------                            --------
J. Robert Hopson                                   Date

William C. Mair*        Director                  1/25/00
- ----------------------                            --------
William C. Mair                                    Date


E. Thomas Hughes, Jr.*  Treasurer and Director    1/25/00
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  1/25/00
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  1/25/00
- ----------------------                            --------
John W. Barber                                     Date

/S/ MARK E. REYNOLDS                              1/25/00
- ---------------------    Director                 --------
Mark E. Reynolds                                   Date

/S/ J. TERRI TANAKA                               1/25/00
- ---------------------    Director                 --------
J. Terri Tanaka                                    Date

/S/ PETER L. WITKEWIZ                             1/25/00
- ---------------------    Controller               --------
Peter L. Witkewiz                                  Date




                                  *By:  /S/ LORRY J. STENSRUD
                                        ____________________________________
                                        Lorry J. Stensrud, Attorney-in-Fact





                               INDEX TO EXHIBITS

EX-99.B9    Opinion and Consent of Counsel.
EX-99.B10   Consent of Independent Auditors.
EX-99.B14   Company Organizational Chart.

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

January 31, 2000


Board of Directors
Cova Financial Life Insurance Company
4100 Newport Place Drive, Suite 840
Newport Beach, CA 92600

RE:  Opinion of Counsel - Cova Variable Annuity Account Five

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and  Exchange   Commission  of  a  Pre-Effective   Amendment  to  a
Registration  Statement on Form N-4 for the Individual Flexible Purchase Payment
Deferred  Variable  Annuity  Contracts  (the  "Contracts")  to be issued by Cova
Financial Life Insurance Company and its separate account, Cova Variable Annuity
Account Five.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

     1. Cova Variable  Annuity Account Five is a Unit  Investment  Trust as that
term is defined  in  Section  4(2) of the  Investment  Company  Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange Commission,
pursuant to Section 8(a) of the Act.

     2. Upon the acceptance of purchase  payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus  contained in the Registration
Statement and upon  compliance  with  applicable  law, such an Owner will have a
legally-issued,  fully  paid,  non-assessable  contractual  interest  under such
Contract.

You may use  this  opinion  letter,  or a copy  thereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Statement of Additional  Information  which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By: /S/LYNN KORMAN STONE
    __________________________
     Lynn Korman Stone



                              Consent of Independent Auditors


The Board of Directors
Cova Financial Life Insurance Company


We consent to the use of our reports on the financial statements of Cova
Financial Life Insurance Company dated March 4, 1999, and on the financial
statements of the sub-accounts of Cova Variable Annuity Account Five dated
March 1, 1999, and to the reference to our firm under the heading "Experts"
in the Statement of Additional Information in the Pre-Effective Amendment
No. 1 to the Registration Statement (Form N-4, No. 333-90407) of Cova Variable
Annuity Account Five.


                                                   /s/KPMG LLP
                                                      KPMG LLP



Chicago, Illinois
February 1, 2000



Cova  Corporation,  a  Missouri corporation, is owned by General American Life
Insurance Company, a Missouri company.

General American Life Insurance Company is owned by GenAmerica Corporation, a
Missouri corporation.

GenAmerica Corporation is owned by Metropolitan Life Insurance Company, a New
York company.

Cova  Corporation owns 100% of Cova Financial Services Life Insurance Company,
a  Missouri  company, and Cova Life Management Company, a Delaware company.

Cova  Financial  Services  Life  Insurance  Company owns 100% of First Cova Life
Insurance  Company,  a New York  company,  and  Cova  Financial  Life  Insurance
Company, a California company.

Cova Life Management Company owns 100% of Cova Investment Advisory  Corporation,
an Illinois  corporation,  Cova Investment Allocation  Corporation,  an Illinois
corporation, and Cova Life Sales Company, a Delaware company.


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