COVA VARIABLE ANNUITY ACCOUNT FIVE
485APOS, 2000-05-12
Previous: LIGHTPATH TECHNOLOGIES INC, 10QSB, 2000-05-12
Next: PENNCORP FINANCIAL GROUP INC /DE/, 10-Q, 2000-05-12



                                                           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.                                            [ ]
  Post-Effective Amendment No. 2                                         [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
  Amendment No. 24                                                       [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


It is proposed that this filing will become effective:

     _____  immediately upon filing pursuant to paragraph (b) of Rule 485
     _____  on (date) pursuant to paragraph (b) of Rule 485
     __X__  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

     _____ This post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Registered:
     Individual Variable Annuity Contracts

<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; Appendix A

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 20 investment  choices -- a fixed account which offers
an interest  rate which is  guaranteed  by Cova,  and 19  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:
     Managed by A I M Advisors, Inc.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity 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

Franklin Templeton Variable Insurance Products Trust*, Class 1 Shares:
     Managed by Franklin Advisers, Inc.
        Franklin Small Cap Fund (the surviving fund of the merger
           with Franklin Small Cap Investments Fund)
        Franklin Large Cap Growth Securities Fund (the surviving fund
           of the merger with Franklin Large Cap Growth Investments Fund)
        Templeton Global Income Securities Fund (the surviving fund
           of the merger with Templeton Bond Fund)

     Managed by Templeton Investment Counsel, Inc.
        Templeton International Securities Fund (formerly, Templeton
            International Fund)

     Managed by Templeton Global Advisors Limited
        Templeton Growth Securities Fund (the surviving fund of
            the merger with Templeton Stock Fund)


*Effective May 1, 2000, the portfolios of Templeton Variable Products
Series Fund were merged into similar portfolios of Franklin Templeton
Variable Insurance Products Trust.


General American Capital Company:
     Managed by Conning Asset Management Company
         Money Market Fund



Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the Cova Series A 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
_______,  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:

o are not bank deposits
o are not federally insured
o are not endorsed by any bank or government agency
o 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.

_________, 2000



TABLE OF CONTENTS                                         Page

 INDEX OF SPECIAL TERMS

 SUMMARY

 Fee Table

 Examples

 THE ANNUITY CONTRACT

 ANNUITY PAYMENTS (THE INCOME PHASE)
     Selecting an Annuity Date
     Annuity Payments
     Selecting an Annuity Option

 PURCHASE
     Purchase Payments
     Allocation of Purchase Payments
     Free Look
     Accumulation Units

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

 EXPENSES
     Mortality and Expense Risk Charge
     Contract Maintenance Charge
     Sales Charge
         How to Reduce 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
     Suspension of Payments or Transfers
     Systematic Withdrawal Program

 PERFORMANCE

 DEATH BENEFIT
     Upon Your Death
     Death of Annuitant

 OTHER INFORMATION
     Cova
     The Separate Account
     Distributor
     Ownership
     Annuitant
     Beneficiary
     Assignment
     Financial Statements

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION

APPENDIX A
Participating Investment Portfolios

APPENDIX B
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 19 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
briefly described in Appendix A and more fully 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.

o    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.

o    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.

o    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%.

o    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.

o    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:

o    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.

o    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.

o    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.  Expenses  of  the
investment portfolios are not fixed or specified under the terms of the contract
and actual expenses may vary.

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              $30 per contract per year
  (see Note 3 below)

Separate Account Annual Expenses
   (as a percentage of average account value)

Mortality and Expense Risk Charge                      .85%
                                                      ------
Total Separate Account Annual Expenses                 .85%


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


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

AIM Variable Insurance Funds
Managed by A I M Advisors, Inc.
<S>                                                                       <C>                      <C>                  <C>
       AIM V.I. Capital Appreciation Fund                                 .62%                     .11%                 .73%
       AIM V.I. International Equity Fund                                 .75%                     .22%                 .97%
       AIM V.I. Value Fund                                                .61%                     .15%                 .76%
- ----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust (a)
Managed by J.P. Morgan Investment Management Inc.
       Select Equity Portfolio                                            .67%                     .10%                 .77%
       Small Cap Stock Portfolio                                          .85%                     .19%                1.04%
       International Equity Portfolio                                     .79%                     .31%                1.10%
       Quality Bond Portfolio                                             .54%                     .10%                 .64%
       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%                     .05%                 .70%
- --------------------------------------------------------------------------------------------------------------------------------


Investment Portfolio Expenses (continued)
(as a percentage of the average daily net assets of an investment portfolio)


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

Franklin Templeton Variable Insurance Products Trust, Class 1 Shares
Managed by Franklin Advisers, Inc.
       Franklin Small Cap Fund(c)                                         .55%                     .27%                 .82%
       Franklin Large Cap Growth Securities Fund(d)                       .75%                     .02%                 .77%
       Templeton Global Income Securities Fund(e)                         .60%                     .05%                 .65%
- --------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.
       Templeton International Securities Fund(f)                         .69%                     .19%                 .88%

Managed by Templeton Global Advisors Limited
       Templeton Growth Securities Fund(g)                                .83%                     .05%                 .88%
- --------------------------------------------------------------------------------------------------------------------------------


General American Capital Company
Managed by Conning Asset Management Company
       Money Market Fund                                                  .125%                    .08%                 .205%
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
(a)  Cova reimburses the investment portfolios, except the Select Equity,
Small Cap Stock and International Equity Portfolios, for all operating expenses
(exclusive of the management fees) in excess of approximately .30% for the
Mid-Cap Value, Large Cap Research and Developing Growth Portfolios and in
excess of approximately .10% for the other investment portfolios.  Prior to
May 1, 1999, Cova had reimbursed expenses in excess of approximately .10% with
respect to the Select Equity, Small Cap Stock, International Equity, Mid-Cap
Value, Large Cap Research and Developing Growth Portfolios.  Therefore, the
amounts shown above under "Other Expenses" have been restated to reflect the
estimated expenses for the Select Equity, Small Cap Stock and International
Equity Portfolios for the year ending December 31, 2000. Absent  these
expense reimbursement arrangements, the  total annual portfolio expenses
for the year  ended  December  31,  1999 were:  1.09% for the Small Cap
Stock Portfolio; 1.15% for the International Equity Portfolio;
 .71% for the  Quality Bond Portfolio; .76% for the Large Cap Stock Portfolio;
 .86% for the Bond Debenture Portfolio;  1.41%  for the Mid-Cap  Value
Portfolio; 1.38%  for the Large Cap Research Portfolio, and 1.34% for the
Developing Growth  Portfolio.

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

     (c) On 2/8/00, a merger and reorganization was approved that combined the
assets of the fund with a similar fund of Templeton Variable Products Series
Fund, effective 5/1/00. On 2/8/00, fund shareholders approved new management
fees, which apply to the combined fund effective 5/1/00.  The table shows
restated total expenses based on the new fees and assets of the fund as of
12/31/99, and not the assets  of the combined fund.  However, if the table
reflected both the new fees and the combined assets, the fund's expenses
after 5/1/00 would be estimated as:  Management Fees 0.55%, Other Expenses
0.27%, and Total Fund Operating Expenses 0.82%.

     (d) On 2/8/00, a merger and reorganization was approved that combined the
fund with a similar fund of Templeton Variable Products Series Fund, effective
5/1/00.  The table shows total expenses based on the fund's assets as of
12/31/99, and not the assets of the combined fund.  However, if the table
reflected combined assets, the fund's expenses after 5/1/00 would be estimated
as: Management Fees 0.75%, Other Expenses 0.02%, and Total Fund Operating
Expenses 0.77%.  Before December 15, 1999, the Fund was known as the Franklin
Capital Growth Fund.  The fund administration fee is paid indirectly through
the management fee.

     (e) On 2/8/00, a merger and reorganization was approved that combined the
fund with a similar fund of Templeton Variable Products Series Fund, effective
5/1/00.  The table shows total expenses based on the fund's assets as of
12/31/99, and not the assets of the combined fund. However, if the table
reflected combined assets, the fund's expenses after 5/1/00 would be estimated
as: Management Fees 0.60%, Other Expenses 0.04%, and Total Fund Operating
Expenses 0.64%.  The fund administration fee is paid indirectly through the
management fee.


     (f) On 2/8/00, shareholders approved a merger and reorganization
that combined the fund with the Templeton International Equity Fund,
effective 5/1/00.  The shareholders of that fund had approved new management
fees, which apply to the combined fund effective 5/1/00.  The table shows
restated total expenses based on the new fees and the assets of the fund as
of 12/31/99, and not the assets of the combined fund.  However, if the table
reflected both the new fees and the combined assets, the fund's expenses
after 5/1/00 would be estimated as: Management Fees 0.65%, Other Expenses
0.20%, and Total Fund Operating Expenses 0.85%.

     (g) On 2/8/00, a merger and reorganization was approved that combined
the fund with a similar fund of Templeton Variable Products Series Fund,
effective 5/1/00. The table shows total expenses based on the fund's assets
as of 12/31/99, and not the assets of the combined fund.  However, if the table
reflected combined assets, the fund's expenses after 5/1/00 would be estimated
as: Management Fees 0.80%, Other Expenses 0.05%, and Total Fund Operating
Expenses 0.85%. The fund administration fee is paid indirectly through the
management fee.

</FN>
</TABLE>


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

AIM Variable Insurance Funds
Managed by A I M Advisors, Inc..
<S>                                               <C>             <C>                <C>              <C>
       AIM V.I. Capital Appreciation Fund         $74.59          $110.30            $148.17          $253.25
       AIM V.I. International Equity Fund         $76.87          $117.21            $159.81          $277.12
       AIM V.I. Value Fund                        $74.87          $111.17            $149.64          $256.27
- -------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       Select Equity Portfolio                    $74.97          $111.46            $150.12          $257.27
       Small Cap Stock Portfolio                  $77.53          $119.21            $163.18          $283.97
       International Equity Portfolio             $78.10          $120.93            $166.06          $289.80
       Quality Bond Portfolio                     $73.73          $107.70            $143.77          $244.14
       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    $74.30          $109.44            $146.71          $250.22
- -------------------------------------------------------------------------------------------------------------------

Franklin Templeton Variable Insurance Products
Trust, Class 1 Shares
Managed by Franklin Advisers, Inc.
       Franklin Small Cap Fund                    $75.44          $112.90            $152.55          $262.28
       Franklin Large Cap Growth Securities Fund  $74.97          $111.46            $150.12          $257.27
       Templeton Global Income Securities Fund    $73.83          $107.99            $144.26          $245.16
- -------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.
       Templeton International Securities Fund    $76.01          $114.63            $155.46          $268.25

- ---------------------------------------------------------------------------------------------------------------
Managed by Templeton Global Advisors Limited
      Templeton Growth Securities Fund           $76.01          $114.63            $155.46          $268.25

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

General American Capital Company
Managed by Conning Asset Management Company
       Money Market Fund                          $69.59           $95.01            $122.20          $198.80
- -------------------------------------------------------------------------------------------------------------------

</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:

o    the fixed account (fixed annuity payout);

o    the investment portfolio(s) (variable annuity payout); or

o    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 any insurance charges and any other charges
    such as taxes we have deducted; and

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

The  value  of an  accumulation  unit  may go up or down  from  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 19 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.

A fund's performance may be affected by risks specific to certain types of
investments, such as foreign securities, derivative investments, non-investment
grade debt securities, initial public offerings (IPOs) or companies with
relatively small market capitalizations.  IPOs and other investment techniques
may have a magnified performance impact on a fund with a small asset base.  A
fund may not experience similar performance as its assets grow.

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.  Copies of these
prospectuses will be sent to you with your contract.  Certain portfolios
contained in the fund prospectuses may not be available with your contract.
(See Appendix A which contains a summary of investment objectives and
strategies for each investment portfolio.)

AIM Variable Insurance Funds

AIM  Variable  Insurance  Funds 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. International Equity 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

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton  Variable Insurance Products Trust  is  a  mutual  fund
with  multiple portfolios. Effective May 1, 2000, the portfolios of
Templeton Variable Products Series Fund were merged into similar portfolios
of Franklin Templeton Variable Insurance Products Trust.  Franklin
Templeton Variable Insurance Products Trust 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 Large Cap Growth Securities Fund, the Franklin Small Cap Fund and
the Templeton Global Income Securities Fund.  Templeton  Investment
Counsel,  Inc. is the investment manager of the Templeton International
Securities Fund.  Templeton Global Advisors Limited is the investment
manager for the Templeton Growth Securities Fund. The following portfolios
are available under the contract:

  Franklin Small Cap Fund (the surviving fund of the merger with
      Franklin Small Cap Investments Fund)
  Franklin Large Cap Growth Securities Fund (the surviving fund of
      the merger with Franklin Large Cap Growth Investments Fund)
  Templeton International Securities Fund (formerly, Templeton International
      Fund)
  Templeton Growth Securities Fund (the surviving fund of the merger
      with Templeton Stock Fund)
  Templeton Global Income Securities Fund (the surviving fund of the
      merger with Templeton Bond Fund)

General American Capital Company

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

  Money Market Fund


Transfers
You can transfer  money among the fixed account and the  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:

     o   the requirement of a minimum time period between each transfer;

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

     o   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 will waive the minimum transfer amount and
the minimum amount required to establish dollar cost averaging if you establish
dollar cost averaging for 6 or 12 months at the time you buy the contract.

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 contract 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
contract  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
amount of the subsequent gross purchase payment and the value of your contract
on the day Cova receives the subsequent gross purchase payment. The charge is:

                               Sales Charge (as a percentage
     Owner's Investment        of gross 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%


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 if less than the
sales charge as calculated  above based on the owner's  investment.  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 equal to the  difference
between the sales charge  determined with the intended purchase payments and the
sales charge  determined  with the actual  purchase  payments made during the 13
months.  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.

A qualified  contract will not provide any necessary or additional  tax deferral
if it is used to fund a  qualified  plan  that  is tax  deferred.  However,  the
contract has features and benefits  other than tax deferral  that may make it an
appropriate investment for a qualified plan. You should consult your tax adviser
regarding   these   features  and  benefits  prior  to  purchasing  a  qualified
contract.

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

If you make a withdrawal  from your  qualified  contract,  a portion of the
withdrawal is treated as taxable  income.  This portion  depends on the ratio of
pre-tax purchase  payments to the after-tax  purchase payments in your contract.
If all of your  purchase  payments  were made with  pre-tax  money then the full
amount of any  withdrawal  is includible  in taxable  income.  Special rules may
apply to withdrawals from certain types of qualified contracts.

The Code also provides that any amount received under a qualified  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 you reach age 59 1/2;
     (2)  paid after you die;
     (3)  paid if you become  totally  disabled  (as that term is defined in the
          Code);
     (4)  paid to you after leaving your employment in a series of substantially
          equal  periodic  payments made annually (or more  frequently)  under a
          lifetime annuity;
     (5)  paid to you  after  you have  attained  age 55 and you have  left your
          employment;
     (6)  paid for certain allowable medical expenses (as defined in the Code);
     (7)  paid pursuant to a qualified domestic relations order;
     (8)  paid on account of an IRS levy upon the qualified contract;
     (9)  paid from an IRA for medical insurance (as defined in the Code);
     (10) paid from an IRA for qualified higher education expenses; or
     (11) paid from an IRA for up to $10,000 for qualified  first-time homebuyer
          expenses (as defined in the Code).

The  exceptions in (5) and (7) above do not apply to IRAs. The exception in
(4) above applies to IRAs but without the requirement of leaving employment.

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:

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

o    by electing to receive annuity payments; or

o    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. Cova will show performance
information which reflects both the maximum sales charge (5.75% of the gross
purchase payment) and the minimum sales charge (1.00% of the gross purchase
payment).

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 and on each day a purchase payment
or withdrawal is made.  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 no
longer evaluated at each contract anniversary. 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,
including  after age 80, the amount of the gross purchase  payment will increase
the greatest  contract value.  If a withdrawal is made,  including after age 80,
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 your 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.

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:

o    made in writing; and

o    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 A

                    PARTICIPATING INVESTMENT PORTFOLIOS

Below are the investment objectives and strategies of each investment portfolio
available under the Contract.  The fund prospectuses contain more complete
information including a description of the investment objectives, policies,
restrictions and risks.  THERE CAN BE NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES WILL BE ACHIEVED.

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

     AIM V.I. CAPITAL APPRECIATION FUND

Investment Objective:  The Fund's investment objective is growth of capital
through investment in common stocks, with emphasis on medium- and small-sized
companies.  The portfolio managers focus on companies they believe are
likely to benefit from new or innovative products, services or processes
as well as those that have experienced above-average, long-term growth in
earnings and have excellent prospects for future growth.

     AIM V.I. INTERNATIONAL EQUITY FUND

Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  in a  diversified  portfolio  of  international
equity securities whose issuers are considered to have strong earnings momentum.

     AIM V.I. VALUE FUND

Investment Objective: The Fund's investment objective is to achieve long-term
growth of capital by investing primarily in equity securities judged by the
Fund's investment advisor to be undervalued relative to the investment
advisor's appraisal of the current or projected earnings of the companies
issuing the securities, or relative to current market values of assets
owned by the companies issuing the securities or relative to the equity
market generally.  Income is a secondary objective.


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

PORTFOLIOS MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.:

     INTERNATIONAL EQUITY PORTFOLIO

Investment Objective: The International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.

     LARGE CAP STOCK PORTFOLIO

Investment Objective: The Large Cap Stock Portfolio seeks to provide long-term
growth of capital and income.

     QUALITY BOND PORTFOLIO

Investment  Objective:  The Quality Bond Portfolio seeks to provide a high total
return consistent with moderate risk of capital and maintenance of liquidity.

     SELECT EQUITY PORTFOLIO

Investment  Objective:  The Select Equity  Portfolio seeks to provide  long-term
growth of capital and income.

     SMALL CAP STOCK PORTFOLIO

Investment  Objective:  The Small Cap Stock  Portfolio  seeks to  provide a high
total return from a portfolio of equity securities of small companies.

PORTFOLIOS MANAGED BY LORD, ABBETT & CO.:

     BOND DEBENTURE PORTFOLIO

Investment Objective: The Bond Debenture Portfolio seeks to provide high current
income and the  opportunity  for  capital  appreciation  to produce a high total
return.

     DEVELOPING GROWTH PORTFOLIO

Investment Objective:  The Developing Growth Portfolio seeks long-term growth of
capital  through a  diversified  and  actively-managed  portfolio  consisting of
developing growth companies, many of which are traded over the counter.

     LARGE CAP RESEARCH PORTFOLIO

Investment  Objective:  The Large Cap Research Portfolio seeks growth of capital
and growth of income consistent with reasonable risk.

     LORD ABBETT GROWTH AND INCOME PORTFOLIO

Investment  Objective:  The Lord  Abbett  Growth and Income  Portfolio  seeks to
achieve long-term growth of capital and income without excessive  fluctuation in
market value.

     MID-CAP VALUE PORTFOLIO

Investment  Objective:  The Mid-Cap Value Portfolio  seeks capital  appreciation
through  investments,  primarily in equity securities,  which are believed to be
undervalued in the marketplace.


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, CLASS 1 SHARES:

Franklin  Templeton  Variable  Insurance  Products  Trust is a mutual  fund with
multiple portfolios. Effective May 1, 2000, the portfolios of Templeton Variable
Products Series Fund were merged into similar  portfolios of Franklin  Templeton
Variable  Insurance  Products  Trust.  Each portfolio has two classes of shares:
Class 1 and Class 2. The portfolios  available in connection  with your contract
are Class 1 shares.  Franklin  Advisers,  Inc. is the investment adviser for the
Franklin Large Cap Growth  Securities  Fund, the Franklin Small Cap Fund and the
Templeton Global Income Securities Fund. Templeton  Investment Counsel,  Inc. is
the  investment  adviser  for  the  Templeton  International   Securities  Fund.
Templeton  Global Advisors  Limited is the investment  adviser for the Templeton
Growth  Securities  Fund.  The  following  portfolios  are  available  under the
contract:

     FRANKLIN LARGE CAP GROWTH SECURITIES FUND (the surviving fund of the
          merger with Franklin Large Cap Growth Investments Fund)

Investment Objective and Principal Investments: The Fund's investment goal
is capital appreciation.  Under normal market conditions, the Fund will
invest at least 65% of its total assets in equity securities of large cap
growth companies that are expected to have revenue growth in excess of the
economy as a whole either through above-average industry expansion or
market share gains.

     FRANKLIN SMALL CAP FUND (the surviving fund of the merger with
          Franklin Small Cap Investments Fund)

Investment Objective and Principal Investments: The Fund's investment
goal is long-term capital growth.  Under normal market conditions, the
Fund will invest at least 65% of its total assets in equity securities of
U.S. small capitalization (small cap) growth companies.

     TEMPLETON GLOBAL INCOME SECURITIES FUND (the surviving fund of the
          merger with Templeton Bond Fund)

Investment Objective and Principal Investments: The Fund's investment goal
is high current income.  Capital appreciation is a secondary consideration.
Under normal market conditions, the Fund will invest at least 65% of its
total assets in the debt securities of governments and their political
subdivisions and agencies, supranational organizations, and companies
located anywhere in the world, including emerging markets.

     TEMPLETON INTERNATIONAL SECURITIES FUND (formerly Templeton International
          Fund)

Investment Objective and Principal Investments: The Fund's investment goal is
long-term capital growth.  Under normal market conditions, the Fund will invest
at least 65% of its total assets in the equity securities of companies located
outside the U.S., including in emerging markets.

     TEMPLETON GROWTH SECURITIES FUND (the surviving fund of the merger with
          Templeton Stock Fund)

Investment Objective and Principal Investments: The Fund's investment goal is
long-term capital growth.  Under normal market conditions, the Fund will invest
at least 65% of its total assets in equity securities of companies located
anywhere in the world, including in the U.S. and emerging markets.


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

Investment Objective: The Money Market Fund's investment objective is to provide
investors  with  current  income  while   preserving   capital  and  maintaining
liquidity.  The Fund seeks to achieve this  objective by investing  primarily in
high-quality, short-term money market instruments. The Fund purchases securities
that meet the quality, maturity, and diversification  requirements applicable to
money market funds.







APPENDIX B
PERFORMANCE INFORMATION

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


PART 1 - SEPARATE ACCOUNT PERFORMANCE

o    Column A presents  performance  figures  for the  accumulation  units which
     reflect the  mortality  and expense risk charge,  the contract  maintenance
     charge,  the  maximum  sales  charge  (which is equal to 5.75% of the gross
     purchase payment),  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.

o    Column B presents performance figures for the accumulation units which
     reflect the mortality and expense risk charge, the contract maintenance
     charge, the minimum sales charge (which is equal to 1.00% of the gross
     purchase payment) and the fees and expenses of the investment portfolio.

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

o    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
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------



                                                                                 Accumulation Unit Performance
                                                            Column A (reflects       Column B (reflects        Column C (reflects
                                                            all charges (assuming    all charges (assuming     mortality and
                                                          maximum sales charge)    minimum sales charge)     expense risk charge and
                                                            and portfolio expenses)  and portfolio expenses)   portfolio expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                 Since              Since                 Since
Portfolio                        in Portfolio                    1 yr         Inception   1 yr    Inception  1 yr     Inception
- --------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>   <C>                   <C>            <C>        <C>        <C>    <C>           <C>
   AIM V.I. Capital
     Appreciation Fund              12/31/97                    31.87%         23.04%    38.62%   26.20%    40.02%        26.83%
   AIM V.I. International
     Equity Fund                    12/31/97                    44.83%         28.73%    52.24%   32.04%    53.77%        32.70%
   AIM V.I. Value Fund              12/31/97                    21.31%         26.16%    27.53%   29.40%    28.82%        30.05%

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


<TABLE>
<CAPTION>
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                 Accumulation Unit Performance
                                                            Column A (reflects       Column B (reflects        Column C (reflects
                                                            all charges (assuming    all charges (assuming     mortality and
                                                          maximum sales charge)    minimum sales charge)     expense risk charge and
                                                            and portfolio expenses)  and portfolio expenses)   portfolio expenses)
- --------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                 Since              Since                 Since
Portfolio                        in Portfolio                    1 yr         Inception   1 yr    Inception  1 yr     Inception
- --------------------------------------------------------------------------------------------------------------------------------

<S>                                            <C> <C>           <C>         <C>                        <C>          <C>
   Select Equity Portfolio                     5/15/96             2.47%      16.46%       7.74%   18.12%     8.83%       18.44%
   Small Cap Stock Portfolio                   5/15/96            35.00%      14.18%      41.90%   15.83%    43.34%       16.14%
   International Equity Portfolio              5/14/96            20.02%      12.48%      26.17%   14.10%    27.44%       14.41%
   Quality Bond Portfolio                      5/20/96            -8.09%       3.12%      -3.36%    4.61%    -2.38%        4.90%
   Large Cap Stock Portfolio                   5/16/96             9.90%      23.36%      15.55%   25.11%    16.72%        25.45%
   Bond Debenture Portfolio                    5/20/96            -3.44%       7.59%       1.53%    9.14%     2.56%         9.43%
   Mid-Cap Value Portfolio                     11/7/97           -1.35%        1.35%       3.72%    3.61%     4.77%         4.05%
   Large Cap Research Portfolio                2/17/98           17.21%       14.94%     23.22%   17.49%    24.47%       17.99%
   Developing Growth Portfolio                 11/7/97           23.68%       14.32%     30.01%   16.86%    31.33%       17.36%
   Lord Abbett Growth and Income Portfolio     1/8/99            N/A           4.05%      N/A      9.39%     N/A         10.50%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Part 1 Franklin Templeton  Variable Insurance Products Trust,  Class 1 Shares Average Annual
Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                 Accumulation Unit Performance
                                                            Column A (reflects       Column B (reflects        Column C (reflects
                                                            all charges (assuming    all charges (assuming     mortality and
                                                          maximum sales charge)    minimum sales charge)     expense risk charge and
                                                            and portfolio expenses)  and portfolio expenses)   portfolio expenses)
- --------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                 Since              Since                 Since
Portfolio                        in Portfolio                    1 yr         Inception   1 yr    Inception  1 yr     Inception
- --------------------------------------------------------------------------------------------------------------------------------

   Franklin Small Cap
<S>        <C>                        <C> <C>                                 <C>                                      <C>
      Fund (1)                        3/1/99                N/A               93.46%     N/A     103.31%     N/A       105.37%
   Franklin Large Cap Growth
      Securities Fund (2)             3/1/99                N/A               23.20%     N/A      29.51%     N/A        30.82%
   Templeton International
      Securities Fund (3)            9/21/98              15.44%                4.04%  21.36%      7.28%    22.59%       7.92%
   Templeton Growth Securities
      Fund (4)                        3/2/99                N/A               14.08%     N/A      19.93%     N/A        21.14%
   Templeton Global Income
      Securities Fund (5)             3/1/99                N/A               -8.89%     N/A      -4.19%     N/A        -3.22%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Effective May 1, 2000, the Franklin Small Cap Investments Fund
(previously offered under the contract) merged into the Franklin Small
Cap Fund.  Performance shown reflects historical performance of the
Franklin Small Cap Fund.

(2) Effective May 1, 2000, the Franklin Large Cap Growth Investments
Fund (previously offered under the contract) merged into the
Franklin Large Cap Growth Securities Fund.  Performance shown reflects
historical performance of the Franklin Large Cap Growth Securities
Fund.

(3) Previously, the Templeton International Securities Fund was known
as the Templeton International Fund.  Effective May 1, 2000, the
Templeton International Securities Fund merged into the Templeton
International Equity Fund.  Performance shown reflects historical
performance of the Templeton International Securities Fund.

(4) Effective May 1, 2000, the Templeton Stock Fund (previously offered
under the contract) merged into the Templeton Growth Securities Fund.
Performance shown reflects historical performance of the Templeton
Growth Securities Fund.

(5) Effective May 1, 2000, the Templeton Bond Fund (previously offered
under the contract) merged into the Templeton Global Income Securities
Fund.  Performance shown reflects historical performance of the Templeton
Global Income Securities Fund.

<TABLE>
<CAPTION>
APPENDIX
PERFORMANCE INFORMATION (continued)
Part 1 General American Capital Company
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                 Accumulation Unit Performance
                                                            Column A (reflects       Column B (reflects        Column C (reflects
                                                            all charges (assuming    all charges (assuming     mortality and
                                                          maximum sales charge)    minimum sales charge)     expense risk charge and
                                                            and portfolio expenses)  and portfolio expenses)   portfolio expenses)
- --------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                 Since              Since                 Since
Portfolio                        in Portfolio                    1 yr         Inception   1 yr    Inception  1 yr     Inception
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C> <C>               <C>                 <C>                   <C>                  <C>
   Money Market Fund                  6/3/96               -1.78%              2.79%     3.27%     4.32%     4.32%       4.62%
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>



APPENDIX
PERFORMANCE INFORMATION (continued)

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.

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

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect the  mortality  and expense risk charge,  the contract  maintenance
     charge, the maximum sales charge (which is equal to 5.75% of the gross
     purchase payment) and the expenses of the portfolio.

o    Column C presents performance figures for the accumulation units which
     reflect the mortality and expense risk charge, the contract maintenance
     charge, the minimum sales charge (which is equal to 1.00% of the gross
     purchase payment) and the expenses of the portfolio.

o    Column D 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
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------



                                 Fund Performance                         Accumulation Unit Performance
                                                              Column B                  Column C                  Column D
                                                          (reflects all charges    (reflects all charges   (reflects mortality and
                                                          (assuming maximum sales  (assuming minimum sales  expense risk charge and
                                                          charge) and portfolio    charge) and portfolio    portfolio expenses)
                                  Column A                      expenses)                expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                        Portfolio
                        Inception                 Since                    Since                  Since                     Since
Portfolio               Date        1 yr  5 yrs Inception  1 yr  5 yrs   Inception  1 yr  5 yrs  Inception   1 yr   5 yrs  Inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                      <C> <C>   <C>      <C>      <C>     <C>  <C>      <C>        <C>    <C>     <C>       <C>      <C>      <C>

AIM V.I. Capital
 Appreciation Fund      5/5/93    44.61%  25.59%   22.33%  31.87% 21.32%  8.85%   38.62% 22.59% 19.80%      40.02%   22.84%   19.98%
AIM V.I. International
  Equity Fund           5/5/93    55.04%  21.93%   18.82%  44.83% 19.40% 16.70%   52.24% 20.67% 17.64%      53.77%   20.91%   17.82%
AIM V.I. Value Fund     5/5/93    29.90%  27.23%   23.07%  21.31% 24.62% 20.88%   27.53% 25.92% 21.85%     28.82%   26.17%   22.03%

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


Part 2 Cova Series Trust
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------


                                  Fund Performance                         Accumulation Unit Performance
                                                             Column B                  Column C                  Column D
                                                         (reflects all charges    (reflects all charges   (reflects mortality and
                                                         (assuming maximum sales  (assuming minimum sales  expense risk charge and
                                                         charge) and portfolio    charge) and portfolio    portfolio expenses)
                                    Column A                    expenses)                expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                    Portfolio
                    Inception                    Since                    Since                  Since                     Since
Portfolio           Date            1 yr  5 yrs Inception  1 yr  5 yrs   Inception  1 yr  5 yrs  Inception   1 yr   5 yrs  Inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                        <C> <C>   <C>      <C>      <C>     <C>  <C>      <C>        <C>    <C>     <C>     <C>      <C>      <C>
Select Equity Portfolio        5/1/96   9.71% N/A  19.44%     2.47%   N/A    16.46%    7.74% N/A    18.12%    8.83%   N/A     18.44%
Small Cap Stock Portfolio      5/1/96  44.56% N/A  17.30%    35.00%   N/A    14.18%   41.90% N/A    15.83%   43.34%   N/A     16.14%
International Equity Portfolio 5/1/96  28.52% N/A  15.26%    20.02%   N/A    12.48%   26.17% N/A    14.10%   27.44%   N/A     14.41%
Quality Bond Portfolio         5/1/96  -1.54% N/A   5.79%    -8.09%   N/A    3.12%    -3.36% N/A     4.61%   -2.38%   N/A      4.90%
Large Cap Stock Portfolio      5/1/96  17.64% N/A  26.52%     9.90%   N/A    23.36%   15.55% N/A    25.11%   16.72%   N/A     25.45%
Bond Debenture Portfolio       5/1/96   3.40% N/A  10.32%    -3.44%   N/A     7.59%    1.53% N/A     9.14%    2.56%   N/A      9.43%
Mid-Cap Value Portfolio        8/20/97  5.71% N/A   4.95%    -1.35%   N/A     1.35%    3.72% N/A     3.61%    4.77%   N/A      4.05%
Large Cap Research Portfolio   8/20/97 25.54% N/A  18.96%    17.21%   N/A    14.94%   23.22% N/A    17.49%   24.47%   N/A     17.99%

Developing Growth Portfolio    8/20/97 32.47% N/A  18.35%    23.68%   N/A    14.32%   30.01% N/A    16.86%   31.33%   N/A     17.36%
Lord Abbett Growth and Income
Portfolio                      1/8/99   N/A   N/A  11.38%      N/A    N/A     4.05%    N/A   N/A     9.39%     N/A    N/A     10.50%

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

</TABLE>


<TABLE>
<CAPTION>
APPENDIX
PERFORMANCE INFORMATION (continued)
Part 2 Franklin Templeton  Variable Insurance Products Trust,  Class 1 Shares Average Annual
Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------


                              Fund Performance                               Accumulation Unit Performance
                                                             Column B                  Column C                  Column D
                                                         (reflects all charges    (reflects all charges   (reflects mortality and
                                                         (assuming maximum sales  (assuming minimum sales  expense risk charge and
                                Column A                 charge) and portfolio    charge) and portfolio    portfolio expenses)
                                                               expenses)                expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                  Portfolio
                  Inception                   Since                     Since                  Since                     Since
Portfolio         Date         1 yr   5 yrs   Inception  1 yr   5 yrs   Inception  1 yr  5 yrs  Inception   1 yr   5 yrs  Inception
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton International
<S>                        <C> <C>   <C>      <C>      <C>     <C>  <C>      <C>      <C>    <C>     <C>     <C>      <C>    <C>
   Securities Fund (1)       5/1/92  23.61%  17.21%  15.36%    15.44%  14.78%  13.43%   21.36% 15.99% 14.24% 22.59%   16.22%  14.39%
Templeton Growth Securities
   Fund (2)                 3/15/94  21.04%  15.40%  13.76%    13.03%  13.01%  11.57%   18.83% 14.21% 12.60%  20.03%   14.43% 12.80%
Templeton Global Income
   Securities Fund (3)      1/24/89  -5.79%   5.39%   5.88%   -12.06%   3.18%   4.29%   -7.52% 4.29%   4.88%  -6.59%    4.50%  4.99%
Franklin Small Cap Fund (4) 11/1/95  96.94%    N/A   30.41%    84.03%    N/A   27.40%   93.41%  N/A   29.02%  95.36%     N/A  29.33%
Franklin Large Cap Growth
Securities Fund (5)          5/1/96  31.65%    N/A   22.85%    22.95%    N/A    9.33%   29.26% N/A    10.86%  30.56%     N/A  21.84%
- ------------------------------------------------------------------------------------------------------------------------------------

   (1) Previously, Templeton International Fund.  Effective May 1, 2000, the
Templeton International Securities Fund merged into the Templeton International
Equity Fund.  Performance shown reflects historical performance and inception date
of the Templeton International Securities Fund.

   (2) Effective May 1, 2000, the Templeton Stock Fund (previously offered under
the contract) merged into the Templeton Growth Securities Fund.  Performance shown
reflects historical performance and inception date of the Templeton Growth
Securities Fund.

   (3) Effective May 1, 2000, the Templeton Bond Fund (previously offered under
the contract) merged into the Templeton Global Income Securities Fund.
Performance shown reflects historical performance and inception date of the
Templeton Global Income Securities Fund.

   (4) Effective May 1, 2000, the Franklin Small Cap Investments Fund (previously
offered under the contract) merged into the Franklin Small Cap Fund.  Performance
shown reflects historical performance and inception date of the Franklin Small Cap
Fund.

   (5) Effective May 1, 2000, the Franklin Large Cap Growth Investments Fund
(previously offered under the contract) merged into the Franklin Large Cap Growth
Securities Fund.  Performance shown reflects historical performance and inception
date of the Franklin Large Cap Growth Securities Fund.

</TABLE>

<TABLE>
<CAPTION>
Part 2 General American Capital Company
Average Annual Total Return for the periods ended December 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------------



                             Fund Performance                              Accumulation Unit Performance
                                                             Column B                  Column C                  Column D
                                                         (reflects all charges    (reflects all charges   (reflects mortality and
                                                         (assuming maximum sales  (assuming minimum sales  expense risk charge and
                                Column A                 charge) and portfolio    charge) and portfolio    portfolio expenses)
                                                              expenses)                expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                           Portfolio
                           Inception                 Since
Portfolio                  Date        1 yr  5 yrs   10 yrs   1 yr    5 yrs   10 yrs   1 yr  5 yrs  10 yrs      1 yr   5 yrs  10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>   <C>      <C>      <C>          <C>      <C>     <C>           <C>     <C>      <C>
   Money Market Fund       10/1/87    5.20%  5.60%    5.35%   -1.78%  3.38%    3.76%   3.27% 4.50% 4.36%     4.32%   4.71%    4.46%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




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


               (Please print or type and fill in all information)




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




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




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


CC-4322 (5/00)                                                       COVA VA-CA












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




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







                                      COVA
                      Cova Financial Life Insurance Company




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




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









CC-4320 (2/00)       Policy Form Series XLCC-648, XLCC-833    21-SERA-CA(2/00)




                                     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 ________,  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___________, 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
Partial 1035 Exchanges
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, 1999 and 1998,  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, 1999, and the statement of
assets and liabilities of the Separate  Account as of December 31, 1999, 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 .85% Mortality and Expense Risk Charge,  the maximum Sales Charge
(which is equal to 5.75% of the  gross  purchase  payment),  the  minimum  Sales
Charge (which is equal to 1.00% of the gross purchase  payment) 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 and Contract Maintenance Charge.  The  deduction of any Sales
Charge and Contract Maintenance Charge would reduce any  percentage increase or
make greater any percentage decrease.

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.

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.


PARTIAL 1035 EXCHANGES

Section 1035 of the Code provides that an annuity contract may be exchanged in
a tax-free transaction for another annuity contract.  Historically, it was
presumed that only the exchange of an entire contract, as opposed to a
partial exchange, would be accorded tax-free status.  In 1998 in CONWAY VS.
COMMISSIONER, the Tax Court held that the direct transfer of a portion of
an annuity contract into another annuity contract qualified as a non-taxable
exchange.  On November 22, 1999, the Internal Revenue Service filed an Action
on Decision which indicated that it acquiesced in the Tax Court decision in
CONWAY.  However, in its acquiescence with the decision of the Tax Court, the
Internal Revenue Service stated that it will challenge transactions where
taxpayers enter into a series of partial exchanges and annuitizations as part
of a design to avoid application of the 10% premature distribution penalty or
other limitations imposed on annuity contracts under the Code.  In the absence
of further guidance from the Internal Revenue Service it is unclear what
specific types of partial exchange designs and transactions will be challenged
by the Internal Revenue Service.  Due to the uncertainty in this area owners
should consult their own tax advisers prior to entering into a partial exchange
of an annuity contract.

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.

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.  The Company is not
bound by the  terms  and  conditions  of such  plans to the  extent  such  terms
conflict with the terms of a Contract,  unless the Company specifically consents
to  be  bound.  Owners,  participants  and  Beneficiaries  are  responsible  for
determining  that  contributions,  distributions  and  other  transactions  with
respect to the Contracts  comply with applicable law.

A qualified  contract will not provide any necessary or additional  tax deferral
if it is used to fund a  qualified  plan  that  is tax  deferred.  However,  the
contract has features and benefits  other than tax deferral  that may make it an
appropriate  investment for a qualified plan. 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 made on
account of an IRS levy upon the Qualified Contract; (h)  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);  (i)  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 (j)  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 Subaccount 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

                              Financial Statements

                           December 31, 1999 and 1998

                   (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 each
    of the sub-accounts comprising Cova Variable Annuity Account Five of Cova
    Financial Life Insurance Company (the Separate Account), as of December 31,
    1999, 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 audit 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,
    1999 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, 1999, 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 20, 2000

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
December 31, 1999


<TABLE>
<CAPTION>

Assets:
    Investments:
      Cova Series Trust (Cova):
<S>                                                  <C>                                       <C>                     <C>
         Lord Abbett Growth and Income Portfolio     2,039,841 shares at a net asset value of  $24.070563 per share    $ 49,100,130
         Bond Debenture Portfolio                      948,800 shares at a net asset value of  $12.474609 per share      11,835,913
         Developing Growth Portfolio                   126,276 shares at a net asset value of  $14.885144 per share       1,879,640
         Large Cap Research Portfolio                  138,994 shares at a net asset value of  $14.991245 per share       2,083,694
         Mid-Cap Value Portfolio                       128,697 shares at a net asset value of  $11.168093 per share       1,437,296
         Quality Bond Portfolio                        682,366 shares at a net asset value of  $10.669328 per share       7,280,387
         Small Cap Stock Portfolio                     657,020 shares at a net asset value of  $17.268582 per share      11,345,806
         Large Cap Stock Portfolio                   1,671,325 shares at a net asset value of  $20.674865 per share      34,554,420
         Select Equity Portfolio                     1,412,512 shares at a net asset value of  $16.112437 per share      22,759,008
         International Equity Portfolio                844,627 shares at a net asset value of  $16.225039 per share      13,704,098
      General American Capital Company (GACC):
         Money Market Fund                              89,914 shares at a net asset value of  $20.252283 per share       1,820,964
      Russell Insurance Funds (Russell):
         Multi-Style Equity Fund                       187,441 shares at a net asset value of      $16.79 per share       3,147,134
         Aggressive Equity Fund                         34,638 shares at a net asset value of      $13.36 per share         462,767
         Non-US Fund                                   102,456 shares at a net asset value of      $14.19 per share       1,453,850
         Core Bond Fund                                238,515 shares at a net asset value of       $9.64 per share       2,299,288
         Real Estate Securities Fund                     6,311 shares at a net asset value of       $8.81 per share          55,599
      AIM Variable Insurance Funds, Inc. (AIM):
         AIM V.I. Value Fund                            79,379 shares at a net asset value of      $33.50 per share       2,659,202
         AIM V.I. Capital Appreciation Fund             29,923 shares at a net asset value of      $35.58 per share       1,064,656
         AIM V.I. International Equity Fund             11,518 shares at a net asset value of      $29.29 per share         337,362
      Alliance Variable Products Series
            Fund Inc. (Alliance):
         Premier Growth Portfolio                       61,706 shares at a net asset value of      $40.45 per share       2,496,017
         Real Estate Investment Portfolio               24,798 shares at a net asset value of       $8.87 per share         219,954
      Liberty Variable Investment Trust (Liberty):
         Newport Tiger Fund, Variable Series            15,513 shares at a net asset value of       $2.62 per share          40,645
      Goldman Sachs Variable Insurance
            Trust (Goldman Sachs):
         Growth and Income Fund                         25,922 shares at a net asset value of      $10.89 per share         282,289
         International Equity Fund                      27,772 shares at a net asset value of      $14.47 per share         401,861
         Global Income Fund                              3,399 shares at a net asset value of       $9.83 per share          33,417
      Kemper Variable Series (Kemper):
         Kemper-Dreman High Return Equity Portfolio        103 shares at a net asset value of   $0.896450 per share              93
         Kemper Small Cap Growth Portfolio              47,879 shares at a net asset value of   $2.653950 per share         127,069
         Kemper Small Cap Value Portfolio              227,158 shares at a net asset value of   $1.084940 per share         246,453
         Kemper Government Securities Portfolio        189,965 shares at a net asset value of   $1.156570 per share         219,707
      MFS Variable Insurance Trust (MFS):
         MFS Bond Series                                     9 shares at a net asset value of      $10.93 per share             103
         MFS Research Series                            39,672 shares at a net asset value of      $23.34 per share         925,952
         MFS Growth with Income Series                  67,354 shares at a net asset value of      $21.31 per share       1,435,308
         MFS Emerging Growth Series                     38,060 shares at a net asset value of      $37.94 per share       1,443,980
         MFS/Foreign & Colonial Emerging Markets
            Equity Series                                4,289 shares at a net asset value of       $8.15 per share          34,953
         MFS High Income Series                         19,410 shares at a net asset value of      $11.49 per share         223,018
         MFS Global Governments Series                   1,074 shares at a net asset value of      $10.03 per share          10,771





                                                                                                                         (Continued)
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
December 31, 1999


<TABLE>
<CAPTION>

Assets, continued:
    Investments, continued:
      Oppenheimer Variable Account Funds (Oppenheimer):
<S>                                                       <C>                                    <C>                   <C>
         Oppenheimer Capital Appreciation Fund             5,484 shares at a net asset value of  $49.84 per share      $ 273,307
         Oppenheimer Main Street Growth & Income Fund     17,435 shares at a net asset value of  $24.63 per share        429,413
         Oppenheimer High Income Fund                     24,355 shares at a net asset value of  $10.72 per share        261,082
         Oppenheimer Bond Fund                            63,846 shares at a net asset value of  $11.52 per share        735,510
         Oppenheimer Strategic Bond Fund                  15,562 shares at a net asset value of   $4.97 per share         77,342
      Putnam Variable Trust (Putnam)
         Putnam VT Growth and Income Fund                 56,064 shares at a net asset value of  $26.80 per share      1,502,511
         Putnam VT New Value Fund                          2,050 shares at a net asset value of  $11.86 per share         24,308
         Putnam VT Vista Fund                             15,240 shares at a net asset value of  $20.68 per share        315,155
         Putnam VT International Growth Fund              70,146 shares at a net asset value of  $21.65 per share      1,518,658
         Putnam VT International New Opportunities Fund    8,553 shares at a net asset value of  $23.31 per share        199,370
      Templeton Variable Products Series
            Fund (Templeton):
         Templeton Bond Fund                                 772 shares at a net asset value of   $9.99 per share          7,717
         Franklin Small Cap Investments Fund               8,109 shares at a net asset value of  $15.79 per share        128,039
         Templeton Stock Fund                              4,745 shares at a net asset value of  $24.39 per share        115,718
         Templeton International Fund                     25,496 shares at a net asset value of  $22.25 per share        567,277
         Templeton Developing Markets Fund                19,585 shares at a net asset value of   $7.77 per share        152,177
         Mutual Shares Investments Fund                    9,274 shares at a net asset value of  $10.63 per share         98,578
         Franklin Growth Investments Fund                  9,388 shares at a net asset value of  $16.70 per share        156,777
      Variable Insurance Products Fund, Fund II
            and Fund III (Fidelity):
         VIP Growth Portfolio                              1,546 shares at a net asset value of  $54.93 per share         84,936
         VIP II Contrafund Portfolio                         325 shares at a net asset value of  $29.15 per share          9,488
         VIP III Growth Opportunities Portfolio              274 shares at a net asset value of  $23.15 per share          6,332
         VIP III Growth & Income Portfolio                 5,313 shares at a net asset value of  $17.30 per share         91,921
         VIP Equity-Income Portfolio                       1,491 shares at a net asset value of  $25.71 per share         38,327
      American Century Variable Portfolios,
            Inc. (American Century):
         American Century VP Income & Growth Fund          1,313 shares at a net asset value of   $8.00 per share         10,507
         American Century VP International Fund               10 shares at a net asset value of  $12.50 per share            125
         American Century VP Value Fund                      880 shares at a net asset value of   $5.95 per share          5,234
      Dreyfus Stock Index Fund (Dreyfus)                       3 shares at a net asset value of  $38.45 per share            103
      Dreyfus Variable Investment Fund (Dreyfus):
         Dreyfus VIF Disciplined Stock Portfolio               4 shares at a net asset value of  $26.92 per share            103
         Dreyfus VIF Capital Appreciation                      3 shares at a net asset value of  $39.87 per share            101
      INVESCO Variable Investment Funds,
            Inc. (INVESCO):
         INVESCO VIF Dynamics Fund                         1,151 shares at a net asset value of  $18.90 per share         21,759
         INVESCO VIF High Yield Fund                         877 shares at a net asset value of  $11.51 per share         10,093
      PIMCO Variable Insurance Trust (PIMCO):
         PIMCO High Yield Bond Portfolio                      11 shares at a net asset value of   $9.18 per share            101
         PIMCO Low Duration Bond Portfolio                    10 shares at a net asset value of   $9.74 per share            100
         PIMCO StocksPLUS Growth & Income Portfolio            8 shares at a net asset value of  $13.56 per share            103
         PIMCO Total Return Bond Portfolio                 1,598 shares at a net asset value of   $9.45 per share         15,103
      Scudder Variable Life Investment Fund (Scudder):
         International Portfolio                             357 shares at a net asset value of  $20.34 per share          7,270
                                                                                                                   --------------
             Total assets                                                                                          $ 184,287,449
                                                                                                                   ==============





                                                                                                                        (Continued)
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
December 31, 1999


<TABLE>
<CAPTION>

Liabilities:
<S>                                                                                                    <C>
    GAAC Money Market                                                                                    $ 139
    Russell Multi-Style Equity                                                                             240
    Russell Aggressive Equity                                                                               34
    Russell Non-US                                                                                         110
    Russell Core Bond                                                                                      177
    Russell Real Estate Securities                                                                           4
    AIM V.I. Value                                                                                         202
    AIM V.I. Capital Appreciation                                                                           81
    AIM V.I. International Equity                                                                           26
    Alliance Premier Growth                                                                                190
    Alliance Real Estate                                                                                    17
    Liberty Newport Tiger Fund, Variable                                                                     3
    Goldman Sachs Growth & Income                                                                           22
    Goldman Sachs International Equity                                                                      31
    Goldman Sachs Global Income                                                                              2
    Kemper Small Cap Growth                                                                                 10
    Kemper Small Cap Value                                                                                  19
    Kemper Government Securities                                                                            17
    MFS Research                                                                                            70
    MFS Growth with Income                                                                                 110
    MFS Emerging Growth                                                                                    109
    MFS/Foreign & Colonial Emerging Markets Equity                                                           3
    MFS High Income                                                                                         17
    MFS Global Governments                                                                                   1
    Oppenheimer Capital Appreciation                                                                        21
    Oppenheimer Main Street Growth & Income                                                                 33
    Oppenheimer High Income                                                                                 20
    Oppenheimer Bond                                                                                        56
    Oppenheimer Strategic Bond                                                                               6
    Putnam VT Growth and Income                                                                            115
    Putnam VT New Value                                                                                      2
    Putnam VT Vista                                                                                         24
    Putnam VT International Growth                                                                         115
    Putnam International New Opportunities                                                                  15
    Templeton Bond                                                                                           1
    Franklin Small Cap Investments                                                                          10
    Templeton Stock                                                                                          9
    Templeton International                                                                                 43
    Templeton Developing Markets                                                                            12
    Templeton Mutual Shares Investments                                                                      7
    Franklin Growth Investments                                                                             12
    Fidelity VIP Growth                                                                                      6
    Fidelity VIP II Contrafund                                                                               1
    Fidelity VIP III Growth & Income                                                                         7
    Fidelity VIP Equity-Income                                                                               3
    American Century VP Income & Growth                                                                      6
    American Century VP Value                                                                                3
    INVESCO VIF Dynamics                                                                                     9
    INVESCO VIF High Yield                                                                                   5
    PIMCO Total Return Bond                                                                                  8
    Scudder International                                                                                    3
                                                                                               ----------------
                                                                                                       $ 2,186
                                                                                               ================

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
December 31, 1999



<TABLE>
<CAPTION>
Net assets:
    Accumulation units:
<S>                                             <C>                                <C>                         <C>
      Cova Lord Abbett Growth and Income        1,241,056 accumulation units at    $39.456973 per unit         $ 48,968,314
      Cova Bond Debenture                         859,300 accumulation units at    $13.765395 per unit           11,828,595
      Cova Developing Growth                      130,053 accumulation units at    $14.452893 per unit            1,879,640
      Cova Large Cap Research                     142,370 accumulation units at    $14.635794 per unit            2,083,694
      Cova Mid-Cap Value                          132,159 accumulation units at    $10.875543 per unit            1,437,296
      Cova Quality Bond                           629,401 accumulation units at    $11.567172 per unit            7,280,387
      Cova Small Cap Stock                        632,695 accumulation units at    $17.932499 per unit           11,345,806
      Cova Large Cap Stock                      1,531,957 accumulation units at    $22.548971 per unit           34,544,050
      Cova Select Equity                        1,237,436 accumulation units at    $18.384684 per unit           22,749,876
      Cova International Equity                   838,996 accumulation units at    $16.333932 per unit           13,704,098
      GACC Money Market                           157,984 accumulation units at    $11.525403 per unit            1,820,824
      Russell Multi-Style Equity                  213,789 accumulation units at    $14.719616 per unit            3,146,894
      Russell Aggressive Equity                    44,230 accumulation units at    $10.461908 per unit              462,732
      Russell Non-US                               98,852 accumulation units at    $14.706241 per unit            1,453,739
      Russell Core Bond                           220,655 accumulation units at    $10.419502 per unit            2,299,112
      Russell Real Estate Securities                5,917 accumulation units at     $9.395293 per unit               55,595
      AIM V.I. Value                              158,759 accumulation units at    $16.748633 per unit            2,659,000
      AIM V.I. Capital Appreciation                63,264 accumulation units at    $16.827440 per unit            1,064,575
      AIM V.I. International Equity                19,322 accumulation units at    $17.458837 per unit              337,336
      Alliance Premier Growth                     130,836 accumulation units at    $19.075994 per unit            2,495,827
      Alliance Real Estate Investment              29,380 accumulation units at     $7.486033 per unit              219,937
      Liberty Newport Tiger Fund, Variable          2,639 accumulation units at    $15.397535 per unit               40,642
      Goldman Sachs Growth and Income              27,398 accumulation units at    $10.302541 per unit              282,267
      Goldman Sachs International Equity           27,069 accumulation units at    $14.844433 per unit              401,830
      Goldman Sachs Global Income                   3,165 accumulation units at    $10.556976 per unit               33,414
      Kemper-Dreman High Return Equity                 10 accumulation units at     $9.270000 per unit                   93
      Kemper Small Cap Growth                       8,195 accumulation units at    $15.505196 per unit              127,059
      Kemper Small Cap Value                       27,733 accumulation units at     $8.886027 per unit              246,434
      Kemper Government Securities                 20,807 accumulation units at    $10.558404 per unit              219,690
      MFS Bond                                         10 accumulation units at    $10.288000 per unit                  103
      MFS Research                                 62,149 accumulation units at    $14.897867 per unit              925,882
      MFS Growth with Income                      112,973 accumulation units at    $12.703932 per unit            1,435,199
      MFS Emerging Growth                          62,562 accumulation units at    $23.079105 per unit            1,443,871
      MFS/Foreign & Colonial Emerging
        Markets Equity                              3,897 accumulation units at     $8.967637 per unit               34,950
      MFS High Income                              21,540 accumulation units at    $10.352934 per unit              223,001
      MFS Global Governments                        1,050 accumulation units at    $10.252619 per unit               10,770





                                                                                                                 (Continued)
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Assets and Liabilities
December 31, 1999



<TABLE>
<CAPTION>
Net assets, continued:
    Accumulation units:
<S>                                                  <C>                                <C>                            <C>
      Oppenheimer Capital Appreciation                15,979 accumulation units at      $17.103249 per unit            $ 273,287
      Oppenheimer Main Street Growth & Income         34,600 accumulation units at      $12.409773 per unit              429,380
      Oppenheimer High Income                         25,621 accumulation units at      $10.189165 per unit              261,062
      Oppenheimer Bond                                71,773 accumulation units at      $10.246949 per unit              735,453
      Oppenheimer Strategic Bond                       7,503 accumulation units at      $10.306821 per unit               77,336
      Putnam VT Growth and Income                    131,527 accumulation units at      $11.422706 per unit            1,502,396
      Putnam VT New Value                              2,342 accumulation units at      $10.379438 per unit               24,306
      Putnam VT Vista                                 17,707 accumulation units at      $17.797452 per unit              315,132
      Putnam VT International Growth                  81,982 accumulation units at      $18.522808 per unit            1,518,543
      Putnam VT International New Opportunities        8,721 accumulation units at      $22.858952 per unit              199,355
      Templeton Bond                                     795 accumulation units at       $9.702219 per unit                7,716
      Franklin Small Cap Investments                   7,226 accumulation units at      $17.718917 per unit              128,030
      Templeton Stock                                  8,686 accumulation units at      $13.322067 per unit              115,709
      Templeton International                         50,837 accumulation units at      $11.157985 per unit              567,234
      Templeton Developing Markets                    13,256 accumulation units at      $11.479237 per unit              152,165
      Templeton Mutual Shares Investments              9,448 accumulation units at      $10.433275 per unit               98,571
      Franklin Growth Investments                     10,673 accumulation units at      $14.687812 per unit              156,765
      Fidelity VIP Growth                              4,777 accumulation units at      $17.780613 per unit               84,930
      Fidelity VIP II Contrafund                         623 accumulation units at      $15.235791 per unit                9,487
      Fidelity VIP III Growth Opportunities              521 accumulation units at      $12.142823 per unit                6,332
      Fidelity VIP III Growth & Income                 6,964 accumulation units at      $13.198268 per unit               91,914
      Fidelity VIP Equity-Income                       3,423 accumulation units at      $11.196008 per unit               38,324
      American Century VP Income & Growth              1,017 accumulation units at      $10.324878 per unit               10,501
      American Century VP International                   10 accumulation units at      $12.517000 per unit                  125
      American Century VP Value                          546 accumulation units at       $9.586953 per unit                5,231
      Dreyfus Stock Index                                 10 accumulation units at      $10.336000 per unit                  103
      Dreyfus VIF Disciplined Stock                       10 accumulation units at      $10.306000 per unit                  103
      Dreyfus VIF Capital Appreciation                    10 accumulation units at      $10.128000 per unit                  101
      INVESCO VIF Dynamics                             1,951 accumulation units at      $11.148744 per unit               21,750
      INVESCO VIF High Yield                             996 accumulation units at      $10.122749 per unit               10,088
      PIMCO High Yield Bond                               10 accumulation units at      $10.078000 per unit                  101
      PIMCO Low Duration Bond                             10 accumulation units at       $9.969000 per unit                  100
      PIMCO StocksPLUS Growth & Income                    10 accumulation units at      $10.311000 per unit                  103
      PIMCO Total Return Bond                          1,525 accumulation units at       $9.898482 per unit               15,095
      Scudder International                              624 accumulation units at      $11.637458 per unit                7,267
                                                                                                                 ----------------
                                                                                                                     184,126,627

    Annuity units:
      Cova Lord Abbett Growth and Income               4,367 annuity units at           $30.184634 per unit              131,816
      Cova Bond Debenture                                564 annuity units at           $12.975024 per unit                7,318
      Cova Large Cap Stock                               488 annuity units at           $21.254267 per unit               10,370
      Cova Select Equity                                 527 annuity units at           $17.329070 per unit                9,132
                                                                                                                 ----------------
             Total net assets                                                                                      $ 184,285,263
                                                                                                                 ================


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




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

Expenses:
   Mortality and expense risk                      210           73          637          581     541,689      132,874       15,457
   Administrative fee                               25            9           76           70      65,003       15,945        1,855
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------
       Total expenses                              235           82          713          651     606,692      148,819       17,312
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------

       Net investment income (expense)          27,520          141       12,910       13,052    (606,692)      65,126      (17,312)
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                    (16,883)           -      308,128      112,186      84,440       22,689        3,868
   Realized gain distributions                       -            -      232,665      207,864           -       69,331            -
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------
       Net realized gain (loss)                (16,883)           -      540,793      320,050      84,440       92,020        3,868
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------

Change in unrealized appreciation              (19,209)           -     (491,713)    (316,285)  4,841,111       63,985      402,539
                                            -----------  -----------  -----------  ----------- -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations            $    (8,572)         141       61,990       16,817   4,318,859      221,131      389,095
                                            ===========  ===========  ===========  =========== ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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       81,795      24,018       42,000       53,137       55,097
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------

Expenses:
   Mortality and expense risk                 15,737       14,678       91,927     107,750      375,738      255,866      139,751
   Administrative fee                          1,888        1,761       11,031      12,930       45,088       30,704       16,770
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------
       Total expenses                         17,625       16,439      102,958     120,680      420,826      286,570      156,521
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------

       Net investment income (expense)       (15,348)     (14,903)     (21,163)    (96,662)    (378,826)    (233,433)    (101,424)
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                    5,023        8,245       12,963      93,813      451,839      192,962      118,922
   Realized gain distributions                     -            -       40,932           -      916,687    1,803,409      147,249
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------
       Net realized gain (loss)                5,023        8,245       53,895      93,813    1,368,526    1,996,371      266,171
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------

Change in unrealized appreciation            318,972       59,675     (245,367)  3,442,246    3,428,923     (112,938)   2,686,189
                                          -----------  -----------  ----------- -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations         $    308,647       53,017     (212,635)  3,439,397    4,418,623    1,650,000    2,850,936
                                          ===========  ===========  =========== ===========  ===========  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                            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>
Income:
   Dividends                           $          -           -       13,821          924       14,139      98,425        1,818
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Expenses:
   Mortality and expense risk                20,952      10,297       23,704        3,514       10,003      20,437          136
   Administrative fee                         2,514       1,236        2,844          422        1,200       2,452           16
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------
       Total expenses                        23,466      11,533       26,548        3,936       11,203      22,889          152
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

       Net investment income (expense)      (23,466)    (11,533)     (12,727)      (3,012)       2,936      75,536        1,666
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                  43,206   4,505,534        3,410          258        8,592     (12,178)           1
   Realized gain distributions                    -           -      153,378        1,632       29,827      55,059            -
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------
       Net realized gain (loss)              43,206   4,505,534      156,788        1,890       38,419      42,881            1
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Change in unrealized appreciation            41,929  (2,782,796)     144,413       40,836      257,725    (145,900)        (393)
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

       Net increase (decrease) in net
         assets from operations        $     61,669   1,711,205      288,474       39,714      299,080     (27,483)       1,274
                                         =========== ===========  ===========  ===========  ===========  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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                           $      6,695         604        2,148            -        7,819         263          3,086
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------

Expenses:
   Mortality and expense risk                13,931       3,959        2,744       20,892        2,378         367          2,339
   Administrative fee                         1,671         475          329        2,507          285          44            281
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------
       Total expenses                        15,602       4,434        3,073       23,399        2,663         411          2,620
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------

       Net investment income (expense)       (8,907)     (3,830)        (925)     (23,399)       5,156        (148)           466
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   5,130       1,592          631       27,142       (4,604)        106            359
   Realized gain distributions               35,012      18,846        9,013       21,117            -           -              -
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------
       Net realized gain (loss)              40,142      20,438        9,644       48,259       (4,604)        106            359
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------

Change in unrealized appreciation           311,587     206,131      107,456      463,999      (13,176)     15,947          6,892
                                         ----------- -----------  -----------  -----------  -----------  ----------  -------------

       Net increase (decrease) in net
         assets from operations        $    342,822     222,739      116,175      488,859      (12,624)     15,905          7,717
                                         =========== ===========  ===========  ===========  ===========  ==========  =============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                               Goldman Sachs                           Kemper                            MFS
                                         -----------------------  -------------------------------------------------  -----------
                                                                    Kemper
                                                                    Dreman       Small        Small
                                        International  Global     High Return     Cap          Cap       Government
                                           Equity      Income       Equity       Growth       Value      Securities     Bond
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------
<S>                                    <C>                 <C>           <C>       <C>           <C>           <C>           <C>
Income:
   Dividends                           $      4,983       1,089            1            -        1,730       3,820            3
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Expenses:
   Mortality and expense risk                 3,183         412            1          938        2,446       1,895            1
   Administrative fee                           382          49            -          113          293         228            -
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------
       Total expenses                         3,565         461            1        1,051        2,739       2,123            1
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

       Net investment income (expense)        1,418         628            -       (1,051)      (1,009)      1,697            2
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   1,288          (7)           -        1,110       (2,773)       (721)           -
   Realized gain distributions               24,795         173            1            -            -           -            -
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------
       Net realized gain (loss)              26,083         166            1        1,110       (2,773)       (721)           -
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

Change in unrealized appreciation            59,308      (1,589)         (13)      33,083       10,537        (130)          (4)
                                         ----------- -----------  -----------  -----------  -----------  ----------  -----------

       Net increase (decrease) in net
         assets from operations        $     86,809        (795)         (12)      33,142        6,755         846           (2)
                                         =========== ===========  ===========  ===========  ===========  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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       3,199            -           11        8,526           322            262
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------

Expenses:
   Mortality and expense risk                 7,330      13,846       10,888          323        2,132            89          1,470
   Administrative fee                           879       1,662        1,307           39          256            11            176
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------
       Total expenses                         8,209      15,508       12,195          362        2,388           100          1,646
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------

       Net investment income (expense)       (7,221)    (12,309)     (12,195)        (351)       6,138           222         (1,384)
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   2,134       4,845       15,552       (1,742)       1,396           (54)         1,944
   Realized gain distributions                5,219       3,839            -            -            -             -          2,880
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------
       Net realized gain (loss)               7,353       8,684       15,552       (1,742)       1,396           (54)         4,824
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------

Change in unrealized appreciation           151,202      71,703      596,456       13,160          414          (431)        53,315
                                         ----------- -----------  -----------  -----------  -----------  ------------  -------------

       Net increase (decrease) in net
         assets from operations         $   151,334      68,078      599,813       11,067        7,948          (263)        56,755
                                         =========== ===========  ===========  ===========  ===========  ============  =============


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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       22,701
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------

Expenses:
   Mortality and expense risk                 3,304        1,968        6,941         656       15,747          394        2,089
   Administrative fee                           397          236          833          79        1,890           47          251
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------
       Total expenses                         3,701        2,204        7,774         735       17,637          441        2,340
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------

       Net investment income (expense)       (2,886)       5,896       14,801         909       (2,309)        (438)      20,361
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   6,139         (552)      (1,846)       (128)       3,242        1,153        3,690
   Realized gain distributions                1,373            -        2,168           -       76,488          667            -
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------
       Net realized gain (loss)               7,512         (552)         322        (128)      79,730        1,820        3,690
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------

Change in unrealized appreciation            50,323       (1,438)     (28,165)        265      (94,639)      (1,091)      71,288
                                         -----------  -----------  -----------  ----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations        $     54,949        3,906      (13,042)      1,046      (17,218)         291       95,339
                                         ===========  ===========  ===========  ==========  ===========  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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            -            -            -        1,767          833
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------

Expenses:
   Mortality and expense risk                 11,652         1,364           37        1,010          628        2,882        1,197
   Administrative fee                          1,398           164            4          121           76          346          144
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------
       Total expenses                         13,050         1,528           41        1,131          704        3,228        1,341
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------

       Net investment income (expense)       (13,050)       (1,491)         (41)      (1,131)        (704)      (1,461)        (508)
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                   11,098         3,534            -       44,682         (197)         106        5,858
   Realized gain distributions                     -             -            -            -            -        6,140            -
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------
       Net realized gain (loss)               11,098         3,534            -       44,682         (197)       6,246        5,858
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------

Change in unrealized appreciation            515,817        91,568           (9)      33,706       14,590       62,767       33,553
                                        ------------- -------------  -----------  -----------  ----------- ------------  -----------

       Net increase (decrease) in net
         assets from operations       $      513,865        93,611          (50)      77,257       13,689       67,552       38,903
                                        ============= =============  ===========  ===========  =========== ============  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<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                    616           465         405           58            68          719          350
   Administrative fee                             74            56          49            7             9           86           42
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------
       Total expenses                            690           521         454           65            77          805          392
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------

       Net investment income (expense)          (655)         (521)       (443)         (60)          (63)        (652)        (268)
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                     (164)           29         212            3             3          180           (8)
   Realized gain distributions                     -             -         688           35            25          306          273
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------
       Net realized gain (loss)                 (164)           29         900           38            28          486          265
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------

Change in unrealized appreciation              1,570        24,948      13,973        1,207           418        4,028       (1,623)
                                         ------------  ------------  ----------  -----------  ------------  -----------  -----------

       Net increase (decrease) in net
         assets from operations         $        751        24,456      14,430        1,185           383        3,862       (1,626)
                                         ============  ============  ==========  ===========  ============  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                                     American Century                         Dreyfus                    INVESCO
                                        --------------------------------------- --------------------------------------  -----------

                                        VP Income                                               VIF           VIF
                                            &             VP                      Stock      Disciplined    Capital        VIF
                                          Growth     International   VP Value     Index        Stock      Appreciation   Dynamics
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------
<S>                                   <C>                      <C>         <C>           <C>          <C>           <C>      <C>
Income:
   Dividends                          $          -              -            -           -            -             1            -
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------

Expenses:
   Mortality and expense risk                    5              -            3           -            -             -            8
   Administrative fee                            1              -            -           -            -             -            1
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------
       Total expenses                            6              -            3           -            -             -            9
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------

       Net investment income (expense)          (6)             -           (3)          -            -             1           (9)
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                      -              -            -           -            -             -            -
   Realized gain distributions                   -              -            -           -            1             -            -
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------
       Net realized gain (loss)                  -              -            -           -            1             -            -
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------

Change in unrealized appreciation              407             25          134           3            2             -        1,133
                                        -----------  -------------  ----------- -----------  -----------  ------------  -----------

       Net increase (decrease) in net
         assets from operations       $        401             25          131           3            3             1        1,124
                                        ===========  =============  =========== ===========  ===========  ============  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Operations
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                            INVESCO                               PIMCO                     Scudder
                                           ----------  -------------------------------------------------- -------------

                                              VIF         High         Low       StocksPLUS     Total
                                             High        Yield       Duration     Growth &      Return
                                             Yield        Bond         Bond        Income        Bond     International    Total
                                           ----------  -----------  -----------  -----------  ----------- -------------  ----------
<S>                                      <C>                    <C>                       <C>         <C>          <C>   <C>
Income:
   Dividends                             $         7            1            1            2           36             -      777,978
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------

Expenses:
   Mortality and expense risk                      5            -            -            -            7             3    1,926,156
   Administrative fee                              -            -            -            -            1             -      231,138
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------
       Total expenses                              5            -            -            -            8             3    2,157,294
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------

       Net investment income (expense)             2            1            1            2           28            (3)  (1,379,316)
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of fund
     shares                                        -            -            -            -            -             -    6,077,380
   Realized gain distributions                     -            -            -            5            -             -    3,867,097
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------
       Net realized gain (loss)                    -            -            -            5            -             -    9,944,477
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------

Change in unrealized appreciation                (14)           -           (1)          (4)         (33)          516   14,495,013
                                           ----------  -----------  -----------  -----------  ----------- -------------  -----------
       Net increase (decrease) in net
         assets from operations          $       (12)           1            -            3           (5)          513   23,060,174
                                           ==========  ===========  ===========  ===========  =========== =============  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                                                                     Cova
                                           -----------------------------------------------------------------------------------------
                                                                                     VKAC      Lord Abbett
                                                                                    Growth       Growth
                                            Quality       Money        Stock         and          and          Bond      Developing
                                             Income       Market       Index        Income       Income     Debenture      Growth
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                          <C>          <C>        <C>          <C>          <C>           <C>            <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (expense)     $     27,520          141       12,910       13,052     (606,692)      65,126      (17,312)
     Net realized gain (loss)                 (16,883)           -      540,793      320,050       84,440       92,020        3,868
     Change in unrealized appreciation        (19,209)           -     (491,713)    (316,285)   4,841,111       63,985      402,539
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                            (8,572)         141       61,990       16,817    4,318,859      221,131      389,095
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                    -            -            -            -            -            -            -
   Cova redemptions                                 -            -            -            -            -            -            -
   Payments received from contract
     owners                                         -            -            -            -      944,389      381,414      194,722
   Transfers between sub-accounts
     (including fixed account), net          (762,919)    (267,611)  (2,368,403)  (2,135,471)  46,839,738    3,039,279      525,525
   Transfers for contract benefits and
     terminations                                   -            -            -            -   (3,002,856)  (1,006,153)     (14,699)
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                        (762,919)    (267,611)  (2,368,403)  (2,135,471)  44,781,271    2,414,540      705,548
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                              (771,491)    (267,470)  (2,306,413)  (2,118,654)  49,100,130    2,635,671    1,094,643

Net assets at beginning of period             771,491      267,470    2,306,413    2,118,654            -    9,200,242      784,997
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net assets at end of period              $          -            -            -            -   49,100,130   11,835,913    1,879,640
                                           ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<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 (expense)    $    (15,348)     (14,903)     (21,163)     (96,662)    (378,826)    (233,433)    (101,424)
     Net realized gain (loss)                  5,023        8,245       53,895       93,813    1,368,526    1,996,371      266,171
     Change in unrealized appreciation       318,972       59,675     (245,367)   3,442,246    3,428,923     (112,938)   2,686,189
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                          308,647       53,017     (212,635)   3,439,397    4,418,623    1,650,000    2,850,936
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                   -            -            -            -            -            -            -
   Cova redemptions                                -            -            -            -            -            -            -
   Payments received from contract
     owners                                  267,991       87,258      531,392       82,315    1,374,292      724,675      196,744
   Transfers between sub-accounts
     (including fixed account), net          951,597      444,509    1,586,506      260,071    8,980,569    3,816,573    1,146,758
   Transfers for contract benefits and
     terminations                            (34,563)     (39,485)    (594,581)    (790,063)  (2,219,709)  (1,316,313)    (535,952)
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                      1,185,025      492,282    1,523,317     (447,677)   8,135,152    3,224,935      807,550
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                            1,493,672      545,299    1,310,682    2,991,720   12,553,775    4,874,935    3,658,486

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 at end of period             $  2,083,694    1,437,296    7,280,387   11,345,806   34,554,420   22,759,008   13,704,098
                                          ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                           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>
Increase (decrease) in net assets from
   operations:
     Net investment income (expense)    $  (23,466)      (11,533)     (12,727)      (3,012)       2,936       75,536         1,666
     Net realized gain (loss)               43,206     4,505,534      156,788        1,890       38,419       42,881             1
     Change in unrealized appreciation      41,929    (2,782,796)     144,413       40,836      257,725     (145,900)         (393)
                                         ----------  ------------  -----------  -----------  -----------  -----------  ------------
       Net increase (decrease) from
         operations                         61,669     1,711,205      288,474       39,714      299,080      (27,483)        1,274
                                         ----------  ------------  -----------  -----------  -----------  -----------  ------------

Contract transactions:
   Cova payments                                 -             -            -            -            -            -           100
   Cova redemptions                              -             -            -            -            -            -             -
   Payments received from contract
     owners                                455,426        60,200    1,215,160      190,633      485,053      661,201        25,949
   Transfers between sub-accounts
     (including fixed account), net        672,683   (38,834,205)   1,175,694      179,643      527,338    1,142,901        28,474
   Transfers for contract benefits and
     terminations                         (808,459)      (34,968)    (148,907)     (33,783)     (61,918)    (131,305)         (202)
                                         ----------  ------------  -----------  -----------  -----------  -----------  ------------
       Net increase (decrease) in net
         assets from contract
         transactions                      319,650   (38,808,973)   2,241,947      336,493      950,473    1,672,797        54,321
                                         ----------  ------------  -----------  -----------  -----------  -----------  ------------

       Net increase (decrease) in net
         assets                            381,319   (37,097,768)   2,530,421      376,207    1,249,553    1,645,314        55,595

Net assets at beginning of period        1,439,505    37,097,768      616,473       86,525      204,186      653,798             -
                                         ----------  ------------  -----------  -----------  -----------  -----------  ------------
Net assets at end of period             $1,820,824             -    3,146,894      462,732    1,453,739    2,299,112        55,595
                                         ==========  ============  ===========  ===========  ===========  ===========  ============


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999



<TABLE>
<CAPTION>
                                                                                                                          Goldman
                                                             AIM                            Alliance           Liberty     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 (expense)      $    (8,907)       (3,830)        (925)     (23,399)       5,156         (148)        466
     Net realized gain (loss)                  40,142        20,438        9,644       48,259       (4,604)         106         359
     Change in unrealized appreciation        311,587       206,131      107,456      463,999      (13,176)      15,947       6,892
                                           -----------  ------------  -----------  -----------  -----------  -----------  ----------
       Net increase (decrease) from
         operations                           342,822       222,739      116,175      488,859      (12,624)      15,905       7,717
                                           -----------  ------------  -----------  -----------  -----------  -----------  ----------

Contract transactions:
   Cova payments                                    -             -            -            -            -            -           -
   Cova redemptions                              (135)         (117)           -            -            -            -           -
   Payments received from contract
     owners                                   646,993       272,306       53,431      417,182       16,568        2,495      13,612
   Transfers between sub-accounts
     (including fixed account), net         1,658,069       505,453       (4,431)     799,089       50,292            -     132,926
   Transfers for contract benefits and
     terminations                             (26,208)       (1,538)      (2,052)    (128,479)     (10,924)           -      (1,905)
                                           -----------  ------------  -----------  -----------  -----------  -----------  ----------
       Net increase (decrease) in net
         assets from contract
         transactions                       2,278,719       776,104       46,948    1,087,792       55,936        2,495     144,633
                                           -----------  ------------  -----------  -----------  -----------  -----------  ----------

       Net increase (decrease) in net
         assets                             2,621,541       998,843      163,123    1,576,651       43,312       18,400     152,350

Net assets at beginning of period              37,459        65,732      174,213      919,176      176,625       22,242     129,917
                                           -----------  ------------  -----------  -----------  -----------  -----------  ----------
Net assets at end of period               $ 2,659,000     1,064,575      337,336    2,495,827      219,937       40,642     282,267
                                           ===========  ============  ===========  ===========  ===========  ===========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                                 Goldman Sachs                           Kemper                            MFS
                                         ------------------------  ---------------------------------------------------  -----------

                                                                     Kemper-
                                                                     Dreman        Small        Small
                                         International  Global     High 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 (expense)   $      1,418          628             -       (1,051)      (1,009)       1,697            2
     Net realized gain (loss)                26,083          166             1        1,110       (2,773)        (721)           -
     Change in unrealized appreciation       59,308       (1,589)          (13)      33,083       10,537         (130)          (4)
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                          86,809         (795)          (12)      33,142        6,755          846           (2)
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                  -            -             -            -            -            -            -
   Cova redemptions                               -            -             -            -            -         (106)           -
   Payments received from contract
     owners                                  24,746            -             -       17,391       46,547       44,475            -
   Transfers between sub-accounts
     (including fixed account), net         111,590        1,800             -       34,658       60,475      163,109            -
   Transfers for contract benefits and
     terminations                            (2,368)         (63)            -       (2,889)     (13,286)     (15,420)           -
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                       133,968        1,737             -       49,160       93,736      192,058            -
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                             220,777          942           (12)      82,302      100,491      192,904           (2)

Net assets at beginning of period           181,053       32,472           105       44,757      145,943       26,786          105
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
Net assets at end of period            $    401,830       33,414            93      127,059      246,434      219,690          103
                                         ===========  ===========  ============  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<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 (expense)  $     (7,221)     (12,309)      (12,195)        (351)       6,138          222       (1,384)
     Net realized gain (loss)                7,353        8,684        15,552       (1,742)       1,396          (54)       4,824
     Change in unrealized appreciation     151,202       71,703       596,456       13,160          414         (431)      53,315
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                        151,334       68,078       599,813       11,067        7,948         (263)      56,755
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                 -            -             -            -            -            -            -
   Cova redemptions                              -            -             -            -            -            -         (135)
   Payments received from contract
     owners                                136,206       89,380        81,860        1,988       33,546            -      113,274
   Transfers between sub-accounts
     (including fixed account), net        358,371      537,395       187,443       (5,243)      53,871        8,902       42,735
   Transfers for contract benefits and
     terminations                          (36,613)     (42,012)      (57,128)        (727)      (1,378)      (1,969)      (1,012)
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                      457,964      584,763       212,175       (3,982)      86,039        6,933      154,862
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                            609,298      652,841       811,988        7,085       93,987        6,670      211,617

Net assets at beginning of period          316,584      782,358       631,883       27,865      129,014        4,100       61,670
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
Net assets at end of period           $    925,882    1,435,199     1,443,871       34,950      223,001       10,770      273,287
                                        ===========  ===========  ============  ===========  ===========  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<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 (expense)  $     (2,886)       5,896        14,801          909       (2,309)        (438)      20,361
     Net realized gain (loss)                7,512         (552)          322         (128)      79,730        1,820        3,690
     Change in unrealized appreciation      50,323       (1,438)      (28,165)         265      (94,639)      (1,091)      71,288
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                         54,949        3,906       (13,042)       1,046      (17,218)         291       95,339
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                 -            -             -            -            -            -            -
   Cova redemptions                              -            -             -            -            -            -            -
   Payments received from contract
     owners                                 76,794      107,415        57,943       14,538      133,519       10,334       22,606
   Transfers between sub-accounts
     (including fixed account), net        162,572       46,608       220,942       35,210      588,208       (4,129)     133,827
   Transfers for contract benefits and
     terminations                          (18,819)      (1,231)      (19,740)        (737)    (115,667)      (5,309)     (16,893)
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                      220,547      152,792       259,145       49,011      606,060          896      139,540
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                            275,496      156,698       246,103       50,057      588,842        1,187      234,879

Net assets at beginning of period          153,884      104,364       489,350       27,279      913,554       23,119       80,253
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
Net assets at end of period           $    429,380      261,062       735,453       77,336    1,502,396       24,306      315,132
                                        ===========  ===========  ============  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<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 (expense)    $   (13,050)       (1,491)          (41)      (1,131)        (704)      (1,461)        (508)
     Net realized gain (loss)                11,098         3,534             -       44,682         (197)       6,246        5,858
     Change in unrealized appreciation      515,817        91,568            (9)      33,706       14,590       62,767       33,553
                                         -----------  ------------  ------------ ------------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                         513,865        93,611           (50)      77,257       13,689       67,552       38,903
                                         -----------  ------------  ------------ ------------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                  -             -           100          100          100            -            -
   Cova redemptions                               -             -             -         (122)        (117)        (114)           -
   Payments received from contract
     owners                                 141,900         3,024         5,127        9,200       49,708      121,554       10,245
   Transfers between sub-accounts
     (including fixed account), net         229,893        48,759         2,539      231,115       52,225      318,945       53,093
   Transfers for contract benefits and
     terminations                           (30,601)         (665)            -     (189,520)         104       (1,334)      (3,225)
                                         -----------  ------------  ------------ ------------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                       341,192        51,118         7,766       50,773      102,020      439,051       60,113
                                         -----------  ------------  ------------ ------------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                             855,057       144,729         7,716      128,030      115,709      506,603       99,016

Net assets at beginning of period           663,486        54,626             -            -            -       60,631       53,149
                                         -----------  ------------  ------------ ------------  -----------  -----------  -----------
Net assets at end of period             $ 1,518,543       199,355         7,716      128,030      115,709      567,234      152,165
                                         ===========  ============  ============ ============  ===========  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<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 (expense)   $       (655)        (521)        (443)         (60)          (63)        (652)        (268)
     Net realized gain (loss)                  (164)          29          900           38            28          486          265
     Change in unrealized appreciation        1,570       24,948       13,973        1,207           418        4,028       (1,623)
                                         -----------  -----------  -----------  -----------  ------------  -----------  -----------
       Net increase (decrease) from
         operations                             751       24,456       14,430        1,185           383        3,862       (1,626)
                                         -----------  -----------  -----------  -----------  ------------  -----------  -----------

Contract transactions:
   Cova payments                                  -          100            -            -             -            -            -
   Cova redemptions                            (121)        (120)           -            -             -            -            -
   Payments received from contract
     owners                                       -            -       41,465        6,405         4,570       41,668        3,029
   Transfers between sub-accounts
     (including fixed account), net          88,846      132,874       22,366          922            35       20,802       28,683
   Transfers for contract benefits and
     terminations                               (10)        (545)          46            -            (1)          58           (1)
                                         -----------  -----------  -----------  -----------  ------------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                        88,715      132,309       63,877        7,327         4,604       62,528       31,711
                                         -----------  -----------  -----------  -----------  ------------  -----------  -----------

       Net increase (decrease) in net
         assets                              89,466      156,765       78,307        8,512         4,987       66,390       30,085

Net assets at beginning of period             9,105            -        6,623          975         1,345       25,524        8,239
                                         -----------  -----------  -----------  -----------  ------------  -----------  -----------
Net assets at end of period            $     98,571      156,765       84,930        9,487         6,332       91,914       38,324
                                         ===========  ===========  ===========  ===========  ============  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                                      American Century                         Dreyfus                    INVESCO
                                         --------------------------------------  -------------------------------------  -----------

                                         VP Income                                               VIF          VIF
                                             &            VP           VP          Stock      Disciplined   Capital        VIF
                                           Growth     International   Value        Index        Stock      Appreciation  Dynamics
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
<S>                                    <C>                   <C>         <C>            <C>          <C>          <C>       <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (expense)   $         (6)           -            (3)           -            -            1           (9)
     Net realized gain (loss)                     -            -             -            -            1            -            -
     Change in unrealized appreciation          407           25           134            3            2            -        1,133
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) from
         operations                             401           25           131            3            3            1        1,124
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                100          100           100          100          100          100          100
   Cova redemptions                               -            -             -            -            -            -            -
   Payments received from contract
     owners                                  10,000            -         5,000            -            -            -       20,526
   Transfers between sub-accounts
     (including fixed account), net               -            -             -            -            -            -            -
   Transfers for contract benefits and
     terminations                                 -            -             -            -            -            -            -
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net increase (decrease) in net
         assets from contract
         transactions                        10,100          100         5,100          100          100          100       20,626
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                              10,501          125         5,231          103          103          101       21,750

Net assets at beginning of period                 -            -             -            -            -            -            -
                                         -----------  -----------  ------------  -----------  -----------  -----------  -----------
Net assets at end of period            $     10,501          125         5,231          103          103          101       21,750
                                         ===========  ===========  ============  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Statement of Changes in Net Assets
Year ended December 31, 1999




<TABLE>
<CAPTION>
                                           INVESCO                          PIMCO                           Scudder
                                         -----------  --------------------------------------------------  -----------

                                                         High          Low       StocksPLUS     Total
                                            High        Yield       Duration      Growth &      Return
                                           Yield         Bond         Bond         Income        Bond      International   Total
                                         -----------  -----------  ------------  -----------  -----------  -----------   -----------
<S>                                    <C>                   <C>           <C>          <C>       <C>           <C>     <C>
Increase (decrease) in net assets from
   operations:
     Net investment income (expense)   $          2            1             1            2           28           (3)   (1,379,316)
     Net realized gain (loss)                     -            -             -            5            -            -     9,944,477
     Change in unrealized appreciation          (14)           -            (1)          (4)         (33)         516    14,495,013
                                         -----------  -----------  ------------  -----------  -----------  -----------  ------------
       Net increase (decrease) from
         operations                             (12)           1             -            3           (5)         513    23,060,174
                                         -----------  -----------  ------------  -----------  -----------  -----------  ------------

Contract transactions:
   Cova payments                                100          100           100          100          100          100         1,800
   Cova redemptions                               -            -             -            -            -            -        (1,087)
   Payments received from contract
     owners                                  10,000            -             -            -       15,000        6,654    10,819,038
   Transfers between sub-accounts
     (including fixed account), net               -            -             -            -            -            -    34,060,088
   Transfers for contract benefits and
     terminations                                 -            -             -            -            -            -   (11,523,977)
                                         -----------  -----------  ------------  -----------  -----------  -----------  ------------
       Net increase (decrease) in net
         assets from contract
         transactions                        10,100          100           100          100       15,100        6,754    33,355,862
                                         -----------  -----------  ------------  -----------  -----------  -----------  ------------

       Net increase (decrease) in net
         assets                              10,088          101           100          103       15,095        7,267    56,416,036

Net assets at beginning of period                 -            -             -            -            -            -   127,869,227
                                         -----------  -----------  ------------  -----------  -----------  -----------  ------------
Net assets at end of period            $     10,088          101           100          103       15,095        7,267   184,285,263
                                         ===========  ===========  ============  ===========  ===========  ===========  ============


See accompanying notes to financial statements.

</TABLE>
<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 (expense)    $    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 (expense)   $     (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       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 (expense)   $    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 (expense)  $        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
                                           -------------------------------------------------  -------------------------------------
                                             Kemper-
                                             Dreman        Small        Small                                             Growth
                                            High 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 (expense)     $          -         (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 (expense)    $  (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 (expense)    $  (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 (expense)   $        (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 (expense)           $               (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
                                                  ==================   ==================


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


(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 (CFLIC)
       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 CFLIC.

       The Separate Account is divided into sub-accounts with the assets of each
       sub-account invested in corresponding portfolios of the following
       investment companies which are diversified, open-end, management
       investment companies 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 CFLIC.
<TABLE>

<S>                                                                             <C>
            Cova Series Trust (Cova)                                            10 portfolios
            General American Capital Company (GACC)                              1 portfolio
            Lord Abbett Series Fund, Inc. (Lord Abbett)                          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
            Kemper Variable 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
            American Century Variable Portfolios, Inc. (American Century)        3 portfolios
            Dreyfus Stock Index Fund (Dreyfus)                                   1 portfolio
            Dreyfus Variable Investment Fund (Dreyfus)                           2 portfolios
            INVESCO Variable Investment Funds, Inc.                              2 portfolios
            PIMCO Variable Insurance Trust                                       4 portfolios
            Scudder Variable Life Investment Fund                                1 portfolio
</TABLE>

       The following sub-accounts commenced operations in 1999:

            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
            American Century VP Income & Growth             November 19, 1999
            American Century VP International               November 19, 1999
            American Century VP Value                       November 19, 1999
            Dreyfus Stock Index                             November 19, 1999
            Dreyfus VIF Disciplined Stock                   November 19, 1999
            Dreyfus VIF Capital Appreciation                November 19, 1999
            INVESCO Dynamics                                November 19, 1999
            INVESCO High Yield                              November 19, 1999
            PIMCO High Yield Bond                           November 19, 1999
            PIMCO Low Duration Bond                         November 19, 1999
            PIMCO StocksPLUS Growth & Income                November 19, 1999
            PIMCO Total Return Bond                         November 19, 1999
            Scudder International                           November 19, 1999

       The following sub-accounts ceased operations in 1999:

            Lord Abbett Growth and Income                     January 8, 1999
            Cova Quality Income                               January 8, 1999
            Cova Money Market                                 January 8, 1999
            Cova Stock Index                                  January 8, 1999
            Cova VKAC Growth and Income                       January 8, 1999
            Cova Small Cap Equity                             October 8, 1999

       On August 26, 1999, CFLIC's ultimate parent company, GenAmerica
       Corporation entered into a definitive agreement to be acquired
       by Metropolitan Life Insurance Company.  The acquisition occurred
       on January 6, 2000.



<PAGE>
(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.

       (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 CFLIC which is taxed as a Life Insurance
            Company under the provisions of the Internal Revenue Code (IRC).
            Under current IRC provisions, CFLIC 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 CFLIC 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 CFLIC.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


(3)    SEPARATE ACCOUNT EXPENSES
       CFLIC 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 CFLIC 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 year ended December 31, 1999,
       surrender fees of $252,000 were deducted from 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
       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 year ended December 31, 1999, contract maintenance and
       transfer fees of $37,000 were deducted from the Separate Account.

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

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(5)    COST BASIS OF INVESTMENTS
       The cost basis of each sub-account's investment at December 31, 1999 follows:


<S>                                                  <C>                <C>                                         <C>
       Cova Lord Abbett Growth and Income            $ 44,259,019       Oppenheimer Capital Appreciation               $ 210,635
       Cova Bond Debenture                             11,498,529       Oppenheimer Main Street Growth & Income          379,861
       Cova Developing Growth                           1,419,468       Oppenheimer High Income                          264,591
       Cova Large Cap Research                          1,712,624       Oppenheimer Bond                                 751,172
       Cova Mid-Cap Value                               1,363,105       Oppenheimer Strategic Bond                        77,206
       Cova Quality Bond                                7,271,632       Putnam VT Growth and Income                    1,552,501
       Cova Small Cap Stock                             7,906,392       Putnam VT New Value                               24,539
       Cova Large Cap Stock                            26,407,936       Putnam VT Vista                                  236,052
       Cova Select Equity                              19,708,203       Putnam VT International Growth                 1,005,138
       Cova International Equity                       10,098,921       Putnam VT International New Opportunities        107,503
       GACC Money Market                                1,770,289       Templeton Bond                                     7,726
       Russell Multi-Style Equity                       2,965,336       Franklin Small Cap Investments                    94,333
       Russell Aggressive Equity                          423,684       Templeton Stock                                  101,128
       Russell Non-US                                   1,194,281       Templeton International                          499,799
       Russell Core Bond                                2,441,645       Templeton Developing Markets                     115,054
       Russell Real Estate Securities                      55,992       Templeton Mutual Shares Investments               96,745
       AIM V.I. Value                                   2,346,239       Franklin Growth Investments                      131,829
       AIM V.I. Capital Appreciation                      853,139       Fidelity VIP Growth                               69,845
       AIM V.I. International Equity                      236,130       Fidelity VIP II Contrafund                         8,182
       Alliance Premier Growth                          1,913,504       Fidelity VIP III Growth Opportunities              5,895
       Alliance Real Estate Investment                    250,321       Fidelity VIP III Growth & Income                  84,109
       Liberty Newport Tiger Fund, Variable                21,955       Fidelity VIP Equity-Income                        39,315
       Goldman Sachs Growth and Income                    286,610       American Century VP Income & Growth               10,100
       Goldman Sachs International Equity                 339,833       American Century VP International                    100
       Goldman Sachs Global Income                         35,193       American Century VP Value                          5,100
       Kemper-Dreman High Return Equity                       101       Dreyfus Stock Index                                  100
       Kemper Small Cap Growth                             89,997       Dreyfus VIF Disciplined Stock                        101
       Kemper Small Cap Value                             249,896       Dreyfus VIF Capital Appreciation                     101
       Kemper Government Securities                       219,631       INVESCO VIF Dynamics                              20,626
       MFS Bond                                               102       INVESCO VIF High Yield                            10,107
       MFS Research                                       750,178       PIMCO High Yield Bond                                101
       MFS Growth with Income                           1,308,616       PIMCO Low Duration Bond                              101
       MFS Emerging Growth                                759,950       PIMCO StocksPLUS Growth & Income                     107
       MFS/Foreign & Colonial Emerging Markets Equity      29,478       PIMCO Total Return Bond                           15,136
       MFS High Income                                    225,229       Scudder International                              6,754
                                                                                                                   --------------
       MFS Global Governments                              11,013                                                  $ 156,355,863
                                                                                                                   ==============

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998

<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        12/31/1999     12/31/1998    12/31/1997     12/31/1996
                                                       ------------      ------------   ------------  ------------   ------------
<S>                                                     <C>            <C>                <C>           <C>            <C>
       Cova Lord Abbett Growth and Income                 1/8/1999     $   39.456973              -             -              -
       Cova Bond Debenture                               5/20/1996         13.765395      13.496510     12.881799      11.294929
       Cova Developing Growth                            11/7/1997         14.452893      11.067868     10.527555              -
       Cova Large Cap Research                           2/17/1998         14.635794      11.825638             -              -
       Cova Mid-Cap Value                                11/7/1997         10.875543      10.437956     10.467957              -
       Cova Quality Bond                                 5/20/1996         11.567172      11.914509     11.155144      10.368767
       Cova Small Cap Stock                              5/15/1996         17.932499      12.582885     13.491493      11.308427
       Cova Large Cap Stock                              5/16/1996         22.548971      19.428505     14.889464      11.334982
       Cova Select Equity                                5/15/1996         18.384684      16.987203     14.053503      10.838053
       Cova International Equity                         5/14/1996         16.333932      12.889314     11.462436      10.967004
       GACC Money Market                                 12/4/1997         11.525403      11.109949     10.667017              -
       Russell Multi-Style Equity                       12/31/1997         14.719616      12.740123     10.000000              -
       Russell Aggressive Equity                        12/31/1997         10.461908      10.001283     10.000000              -
       Russell Non-US                                   12/31/1997         14.706241      11.182808     10.000000              -
       Russell Core Bond                                12/31/1997         10.419502      10.631124     10.000000              -
       Russell Real Estate Securities                     7/1/1999          9.395293              -             -              -
       AIM V.I. Value                                   12/31/1997         16.748633      13.075597     10.000000              -
       AIM V.I. Capital Appreciation                    12/31/1997         16.827440      11.800084     10.000000              -
       AIM V.I. International Equity                    12/31/1997         17.458837      11.418467     10.000000              -
       Alliance Premier Growth                          12/31/1997         19.075994      14.620511     10.000000              -
       Alliance Real Estate Investment                  12/31/1997          7.486033       8.000583     10.000000              -
       Liberty Newport Tiger Fund, Variable             12/31/1997         15.397535       9.278784     10.000000              -
       Goldman Sachs Growth and Income                   3/31/1998         10.302541       9.911702             -              -
       Goldman Sachs International Equity                3/31/1998         14.844433      11.416783             -              -
       Goldman Sachs Global Income                       3/31/1998         10.556976      10.815310             -              -
       Kemper-Dreman High Return Equity                  5/15/1998          9.270000      10.489000             -              -
       Kemper Small Cap Growth                          12/31/1997         15.505196      11.687795     10.000000              -
       Kemper Small Cap Value                           12/31/1997          8.886027       8.770360     10.000000              -
       Kemper Government Securities                     12/31/1997         10.558404      10.634608     10.000000              -
       MFS Bond                                          5/15/1998         10.288000      10.509000             -              -
       MFS Research                                     12/31/1997         14.897867      12.179142     10.000000              -
       MFS Growth with Income                           12/31/1997         12.703932      12.075079     10.000000              -
       MFS Emerging Growth                              12/31/1997         23.079105      13.244101     10.000000              -
       MFS/Foreign & Colonial Emerging Markets Equity   12/31/1997          8.967637       6.581757     10.000000              -
       MFS High Income                                  12/31/1997         10.352934       9.863111     10.000000              -
       MFS Global Governments                           12/31/1997         10.252619      10.663503     10.000000              -
       Oppenheimer Capital Appreciation                 12/31/1997         17.103249      12.244057     10.000000              -
       Oppenheimer Main Street Growth & Income          12/31/1997         12.409773      10.340279     10.000000              -
       Oppenheimer High Income                          12/31/1997         10.189165       9.907918     10.000000              -
       Oppenheimer Bond                                 12/31/1997         10.246949      10.551643     10.000000              -
       Oppenheimer Strategic Bond                       12/31/1997         10.306821      10.164797     10.000000              -
       Putnam VT Growth and Income                      12/31/1997         11.422706      11.403244     10.000000              -
       Putnam VT New Value                              12/31/1997         10.379438      10.498075     10.000000              -
       Putnam VT Vista                                  12/31/1997         17.797452      11.804097     10.000000              -
       Putnam VT International Growth                   12/31/1997         18.522808      11.729428     10.000000              -
       Putnam VT International New Opportunities        12/31/1997         22.858952      11.420772     10.000000              -
       Templeton Bond                                     3/1/1999          9.702219              -             -              -
       Franklin Small Cap Investments                     3/1/1999         17.718917              -             -              -
       Templeton Stock                                    3/2/1999         13.322067              -             -              -
       Templeton International                           9/21/1998         11.157985       9.149729             -              -
       Templeton Developing Markets                      9/21/1998         11.479237       7.557531             -              -
       Templeton Mutual Shares Investments               9/21/1998         10.433275       9.646506             -              -
       Franklin Growth Investments                        3/1/1999         14.687812              -             -              -
       Fidelity VIP Growth                               2/17/1998         17.780613      13.115493             -              -
       Fidelity VIP II Contrafund                        2/17/1998         15.235791      12.429344             -              -
       Fidelity VIP III Growth Opportunities             2/17/1998         12.142823      11.814000             -              -
       Fidelity VIP III Growth & Income                  2/17/1998         13.198268      12.259160             -              -
       Fidelity VIP Equity-Income                        2/17/1998         11.196008      10.674283             -              -
       American Century VP Income & Growth              11/19/1999         10.324878              -             -              -
       American Century VP International                11/19/1999         12.517000              -             -              -
       American Century VP Value                        11/19/1999          9.586953              -             -              -
       Dreyfus Stock Index                              11/19/1999         10.336000              -             -              -
       Dreyfus VIF Disciplined Stock                    11/19/1999         10.306000              -             -              -
       Dreyfus VIF Capital Appreciation                 11/19/1999         10.128000              -             -              -
       INVESCO VIF Dynamics                             11/19/1999         11.148744              -             -              -
       INVESCO VIF High Yield                           11/19/1999         10.122749              -             -              -
       PIMCO High Yield Bond                            11/19/1999         10.078000              -             -              -
       PIMCO Low Duration Bond                          11/19/1999          9.969000              -             -              -
       PIMCO StocksPLUS Growth & Income                 11/19/1999         10.311000              -             -              -
       PIMCO Total Return Bond                          11/19/1999          9.898482              -             -              -
       Scudder International                            11/19/1999         11.637458              -             -              -
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998

<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        12/31/1999     12/31/1998    12/31/1997     12/31/1996
                                                       ------------      ------------   ------------  ------------   ------------
<S>                                                     <C>            <C>                  <C>           <C>             <C>
       Cova Lord Abbett Growth and Income                 1/8/1999     $      49,100              -             -              -
       Cova Bond Debenture                               5/20/1996            11,836          9,200         4,475            447
       Cova Developing Growth                            11/7/1997             1,880            785            64              -
       Cova Large Cap Research                           2/17/1998             2,084            590             -              -
       Cova Mid-Cap Value                                11/7/1997             1,437            892            89              -
       Cova Quality Bond                                 5/20/1996             7,280          5,970         2,617            669
       Cova Small Cap Stock                              5/15/1996            11,346          8,354         6,578          1,279
       Cova Large Cap Stock                              5/16/1996            34,554         22,001        10,224          1,431
       Cova Select Equity                                5/15/1996            22,759         17,884         9,845          2,011
       Cova International Equity                         5/14/1996            13,704         10,046         6,351          1,360
       GACC Money Market                                 12/4/1997             1,821          1,440           150              -
       Russell Multi-Style Equity                       12/31/1997             3,147            616             -              -
       Russell Aggressive Equity                        12/31/1997               463             87             -              -
       Russell Non-US                                   12/31/1997             1,454            204             -              -
       Russell Core Bond                                12/31/1997             2,299            654             -              -
       Russell Real Estate Securities                     7/1/1999                56              -             -              -
       AIM V.I. Value                                   12/31/1997             2,659             37             -              -
       AIM V.I. Capital Appreciation                    12/31/1997             1,065             66             -              -
       AIM V.I. International Equity                    12/31/1997               337            174             -              -
       Alliance Premier Growth                          12/31/1997             2,496            919             -              -
       Alliance Real Estate Investment                  12/31/1997               220            177             -              -
       Liberty Newport Tiger Fund, Variable             12/31/1997                41             22             -              -
       Goldman Sachs Growth and Income                   3/31/1998               282            130             -              -
       Goldman Sachs International Equity                3/31/1998               402            181             -              -
       Goldman Sachs Global Income                       3/31/1998                33             32             -              -
       Kemper-Dreman High Return Equity                  5/15/1998                 -              -             -              -
       Kemper Small Cap Growth                          12/31/1997               127             45             -              -
       Kemper Small Cap Value                           12/31/1997               246            146             -              -
       Kemper Government Securities                     12/31/1997               220             27             -              -
       MFS Bond                                          5/15/1998                 -              -             -              -
       MFS Research                                     12/31/1997               926            317             -              -
       MFS Growth with Income                           12/31/1997             1,435            782             -              -
       MFS Emerging Growth                              12/31/1997             1,444            632             -              -
       MFS/Foreign & Colonial Emerging Markets Equity   12/31/1997                35             28             -              -
       MFS High Income                                  12/31/1997               223            129             -              -
       MFS Global Governments                           12/31/1997                11              4             -              -
       Oppenheimer Capital Appreciation                 12/31/1997               273             62             -              -
       Oppenheimer Main Street Growth & Income          12/31/1997               429            154             -              -
       Oppenheimer High Income                          12/31/1997               261            104             -              -
       Oppenheimer Bond                                 12/31/1997               735            489             -              -
       Oppenheimer Strategic Bond                       12/31/1997                77             27             -              -
       Putnam VT Growth and Income                      12/31/1997             1,502            914             -              -
       Putnam VT New Value                              12/31/1997                24             23             -              -
       Putnam VT Vista                                  12/31/1997               315             80             -              -
       Putnam VT International Growth                   12/31/1997             1,519            663             -              -
       Putnam VT International New Opportunities        12/31/1997               199             55             -              -
       Templeton Bond                                     3/1/1999                 8              -             -              -
       Franklin Small Cap Investments                     3/1/1999               128              -             -              -
       Templeton Stock                                    3/2/1999               116              -             -              -
       Templeton International                           9/21/1998               567             61             -              -
       Templeton Developing Markets                      9/21/1998               152             53             -              -
       Templeton Mutual Shares Investments               9/21/1998                99              9             -              -
       Franklin Growth Investments                        3/1/1999               157              -             -              -
       Fidelity VIP Growth                               2/17/1998                85              7             -              -
       Fidelity VIP II Contrafund                        2/17/1998                 9              1             -              -
       Fidelity VIP III Growth Opportunities             2/17/1998                 6              1             -              -
       Fidelity VIP III Growth & Income                  2/17/1998                92             26             -              -
       Fidelity VIP Equity-Income                        2/17/1998                38              8             -              -
       American Century VP Income & Growth              11/19/1999                11              -             -              -
       American Century VP International                11/19/1999                 -              -             -              -
       American Century VP Value                        11/19/1999                 5              -             -              -
       Dreyfus Stock Index                              11/19/1999                 -              -             -              -
       Dreyfus VIF Disciplined Stock                    11/19/1999                 -              -             -              -
       Dreyfus VIF Capital Appreciation                 11/19/1999                 -              -             -              -
       INVESCO VIF Dynamics                             11/19/1999                22              -             -              -
       INVESCO VIF High Yield                           11/19/1999                10              -             -              -
       PIMCO High Yield Bond                            11/19/1999                 -              -             -              -
       PIMCO Low Duration Bond                          11/19/1999                 -              -             -              -
       PIMCO StocksPLUS Growth & Income                 11/19/1999                 -              -             -              -
       PIMCO Total Return Bond                          11/19/1999                15              -             -              -
       Scudder International                            11/19/1999                 7              -             -              -
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998

<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                 1/8/1999             9.90%              -             -              -
       Cova Bond Debenture                               5/20/1996             1.99%          4.77%        14.05%         11.32%
       Cova Developing Growth                            11/7/1997            30.58%          5.13%        -2.80%              -
       Cova Large Cap Research                           2/17/1998            23.76%          9.94%             -              -
       Cova Mid-Cap Value                                11/7/1997             4.19%         -0.29%         4.17%              -
       Cova Quality Bond                                 5/20/1996            -2.92%          6.81%         7.58%          4.20%
       Cova Small Cap Stock                              5/15/1996            42.52%         -6.74%        19.31%          3.69%
       Cova Large Cap Stock                              5/16/1996            16.06%         30.49%        31.36%         11.62%
       Cova Select Equity                                5/15/1996             8.23%         20.88%        29.67%          6.76%
       Cova International Equity                         5/14/1996            26.73%         12.45%         4.52%          8.60%
       GACC Money Market                                 12/4/1997             3.74%          4.15%         0.34%              -
       Russell Multi-Style Equity                       12/31/1997            15.54%         27.40%             -              -
       Russell Aggressive Equity                        12/31/1997             4.61%          0.01%             -              -
       Russell Non-US                                   12/31/1997            31.51%         11.83%             -              -
       Russell Core Bond                                12/31/1997            -1.99%          6.31%             -              -
       Russell Real Estate Securities                     7/1/1999            -6.05%              -             -              -
       AIM V.I. Value                                   12/31/1997            28.09%         30.76%             -              -
       AIM V.I. Capital Appreciation                    12/31/1997            42.60%         18.00%             -              -
       AIM V.I. International Equity                    12/31/1997            52.90%         14.19%             -              -
       Alliance Premier Growth                          12/31/1997            30.47%         46.21%             -              -
       Alliance Real Estate Investment                  12/31/1997            -6.43%        -19.99%             -              -
       Liberty Newport Tiger Fund, Variable             12/31/1997            65.94%         -7.21%             -              -
       Goldman Sachs Growth and Income                   3/31/1998             3.94%        -11.60%             -              -
       Goldman Sachs International Equity                3/31/1998            30.02%          1.94%             -              -
       Goldman Sachs Global Income                       3/31/1998            -2.39%          6.53%             -              -
       Kemper-Dreman High Return Equity                  5/15/1998           -11.62%          4.89%             -              -
       Kemper Small Cap Growth                          12/31/1997            32.66%         16.88%             -              -
       Kemper Small Cap Value                           12/31/1997             1.32%        -12.30%             -              -
       Kemper Government Securities                     12/31/1997            -0.72%          6.35%             -              -
       MFS Bond                                          5/15/1998            -2.10%          5.09%             -              -
       MFS Research                                     12/31/1997            22.32%         21.79%             -              -
       MFS Growth with Income                           12/31/1997             5.21%         20.75%             -              -
       MFS Emerging Growth                              12/31/1997            74.26%         32.44%             -              -
       MFS/Foreign & Colonial Emerging Markets Equity   12/31/1997            36.25%        -34.18%             -              -
       MFS High Income                                  12/31/1997             4.97%         -1.37%             -              -
       MFS Global Governments                           12/31/1997            -3.85%          6.63%             -              -
       Oppenheimer Capital Appreciation                 12/31/1997            39.69%         22.44%             -              -
       Oppenheimer Main Street Growth & Income          12/31/1997            20.01%          3.40%             -              -
       Oppenheimer High Income                          12/31/1997             2.84%         -0.92%             -              -
       Oppenheimer Bond                                 12/31/1997            -2.89%          5.52%             -              -
       Oppenheimer Strategic Bond                       12/31/1997             1.40%          1.65%             -              -
       Putnam VT Growth and Income                      12/31/1997             0.17%         14.03%             -              -
       Putnam VT New Value                              12/31/1997            -1.13%          4.98%             -              -
       Putnam VT Vista                                  12/31/1997            50.77%         18.04%             -              -
       Putnam VT International Growth                   12/31/1997            57.92%         17.29%             -              -
       Putnam VT International New Opportunities        12/31/1997           100.15%         14.21%             -              -
       Templeton Bond                                     3/1/1999            -2.98%              -             -              -
       Franklin Small Cap Investments                     3/1/1999            77.19%              -             -              -
       Templeton Stock                                    3/2/1999            33.22%              -             -              -
       Templeton International                           9/21/1998            21.95%         15.92%             -              -
       Templeton Developing Markets                      9/21/1998            51.89%         33.87%             -              -
       Templeton Mutual Shares Investments               9/21/1998             8.16%         11.61%             -              -
       Franklin Growth Investments                        3/1/1999            46.88%              -             -              -
       Fidelity VIP Growth                               2/17/1998            35.57%         31.16%             -              -
       Fidelity VIP II Contrafund                        2/17/1998            22.58%         24.29%             -              -
       Fidelity VIP III Growth Opportunities             2/17/1998             2.78%         18.14%             -              -
       Fidelity VIP III Growth & Income                  2/17/1998             7.66%         22.59%             -              -
       Fidelity VIP Equity-Income                        2/17/1998             4.89%          6.74%             -              -
       American Century VP Income & Growth              11/19/1999             3.25%              -             -              -
       American Century VP International                11/19/1999            25.17%              -             -              -
       American Century VP Value                        11/19/1999            -4.13%              -             -              -
       Dreyfus Stock Index                              11/19/1999             3.36%              -             -              -
       Dreyfus VIF Disciplined Stock                    11/19/1999             3.06%              -             -              -
       Dreyfus VIF Capital Appreciation                 11/19/1999             1.28%              -             -              -
       INVESCO VIF Dynamics                             11/19/1999            11.49%              -             -              -
       INVESCO VIF High Yield                           11/19/1999             1.23%              -             -              -
       PIMCO High Yield Bond                            11/19/1999             0.78%              -             -              -
       PIMCO Low Duration Bond                          11/19/1999            -0.31%              -             -              -
       PIMCO StocksPLUS Growth & Income                 11/19/1999             3.11%              -             -              -
       PIMCO Total Return Bond                          11/19/1999            -1.02%              -             -              -
       Scudder International                            11/19/1999            16.38%              -             -              -

*      The total return for sub-accounts that commenced operations during the period is not annualized.
</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998

<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                 1/8/1999             1.40%              -             -              -
       Cova Bond Debenture                               5/20/1996             1.40%          1.40%         1.40%          1.40%
       Cova Developing Growth                            11/7/1997             1.40%          1.40%         1.40%              -
       Cova Large Cap Research                           2/17/1998             1.40%          1.40%             -              -
       Cova Mid-Cap Value                                11/7/1997             1.40%          1.40%         1.40%              -
       Cova Quality Bond                                 5/20/1996             1.40%          1.40%         1.40%          1.40%
       Cova Small Cap Stock                              5/15/1996             1.40%          1.40%         1.40%          1.40%
       Cova Large Cap Stock                              5/16/1996             1.40%          1.40%         1.40%          1.40%
       Cova Select Equity                                5/15/1996             1.40%          1.40%         1.40%          1.40%
       Cova International Equity                         5/14/1996             1.40%          1.40%         1.40%          1.40%
       GACC Money Market                                 12/4/1997             1.40%          1.40%         1.40%              -
       Russell Multi-Style Equity                       12/31/1997             1.40%          1.40%             -              -
       Russell Aggressive Equity                        12/31/1997             1.40%          1.40%             -              -
       Russell Non-US                                   12/31/1997             1.40%          1.40%             -              -
       Russell Core Bond                                12/31/1997             1.40%          1.40%             -              -
       Russell Real Estate Securities                     7/1/1999             1.40%              -             -              -
       AIM V.I. Value                                   12/31/1997             1.40%          1.40%             -              -
       AIM V.I. Capital Appreciation                    12/31/1997             1.40%          1.40%             -              -
       AIM V.I. International Equity                    12/31/1997             1.40%          1.40%             -              -
       Alliance Premier Growth                          12/31/1997             1.40%          1.40%             -              -
       Alliance Real Estate Investment                  12/31/1997             1.40%          1.40%             -              -
       Liberty Newport Tiger Fund, Variable             12/31/1997             1.40%          1.39%             -              -
       Goldman Sachs Growth and Income                   3/31/1998             1.40%          1.40%             -              -
       Goldman Sachs International Equity                3/31/1998             1.40%          1.40%             -              -
       Goldman Sachs Global Income                       3/31/1998             1.40%          1.40%             -              -
       Kemper-Dreman High Return Equity                  5/15/1998             1.40%          0.55%             -              -
       Kemper Small Cap Growth                          12/31/1997             1.40%          1.40%             -              -
       Kemper Small Cap Value                           12/31/1997             1.40%          1.40%             -              -
       Kemper Government Securities                     12/31/1997             1.40%          1.38%             -              -
       MFS Bond                                          5/15/1998             1.40%          0.52%             -              -
       MFS Research                                     12/31/1997             1.40%          1.40%             -              -
       MFS Growth with Income                           12/31/1997             1.40%          1.40%             -              -
       MFS Emerging Growth                              12/31/1997             1.40%          1.40%             -              -
       MFS/Foreign & Colonial Emerging Markets Equity   12/31/1997             1.40%          1.40%             -              -
       MFS High Income                                  12/31/1997             1.40%          1.40%             -              -
       MFS Global Governments                           12/31/1997             1.40%          1.37%             -              -
       Oppenheimer Capital Appreciation                 12/31/1997             1.40%          1.40%             -              -
       Oppenheimer Main Street Growth & Income          12/31/1997             1.40%          1.40%             -              -
       Oppenheimer High Income                          12/31/1997             1.40%          1.40%             -              -
       Oppenheimer Bond                                 12/31/1997             1.40%          1.40%             -              -
       Oppenheimer Strategic Bond                       12/31/1997             1.40%          1.40%             -              -
       Putnam VT Growth and Income                      12/31/1997             1.40%          1.40%             -              -
       Putnam VT New Value                              12/31/1997             1.40%          1.40%             -              -
       Putnam VT Vista                                  12/31/1997             1.40%          1.40%             -              -
       Putnam VT International Growth                   12/31/1997             1.40%          1.40%             -              -
       Putnam VT International New Opportunities        12/31/1997             1.40%          1.40%             -              -
       Templeton Bond                                     3/1/1999             1.40%              -             -              -
       Franklin Small Cap Investments                     3/1/1999             1.40%              -             -              -
       Templeton Stock                                    3/2/1999             1.40%              -             -              -
       Templeton International                           9/21/1998             1.40%          1.40%             -              -
       Templeton Developing Markets                      9/21/1998             1.40%          1.40%             -              -
       Templeton Mutual Shares Investments               9/21/1998             1.40%          1.32%             -              -
       Franklin Growth Investments                        3/1/1999             1.40%              -             -              -
       Fidelity VIP Growth                               2/17/1998             1.40%          1.35%             -              -
       Fidelity VIP II Contrafund                        2/17/1998             1.40%          0.75%             -              -
       Fidelity VIP III Growth Opportunities             2/17/1998             1.40%          0.52%             -              -
       Fidelity VIP III Growth & Income                  2/17/1998             1.40%          1.39%             -              -
       Fidelity VIP Equity-Income                        2/17/1998             1.40%          1.34%             -              -
       American Century VP Income & Growth              11/19/1999             1.40%              -             -              -
       American Century VP International                11/19/1999             1.40%              -             -              -
       American Century VP Value                        11/19/1999             1.40%              -             -              -
       Dreyfus Stock Index                              11/19/1999             1.40%              -             -              -
       Dreyfus VIF Disciplined Stock                    11/19/1999             1.40%              -             -              -
       Dreyfus VIF Capital Appreciation                 11/19/1999             1.40%              -             -              -
       INVESCO VIF Dynamics                             11/19/1999             1.40%              -             -              -
       INVESCO VIF High Yield                           11/19/1999             1.40%              -             -              -
       PIMCO High Yield Bond                            11/19/1999             1.40%              -             -              -
       PIMCO Low Duration Bond                          11/19/1999             1.40%              -             -              -
       PIMCO StocksPLUS Growth & Income                 11/19/1999             1.40%              -             -              -
       PIMCO Total Return Bond                          11/19/1999             1.40%              -             -              -
       Scudder International                            11/19/1999             1.40%              -             -              -

**     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
December 31, 1999 and 1998


<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 year or period
      December 31, 1999 and the year or period 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             $ 763,184            $ 780,067           $ (16,883)
                                                   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            2,061,076             308,128
                                                   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             3,133,491            3,049,051              84,440
                                                   1998                     -                    -                   -

      Cova Bond Debenture                          1999               946,728              924,039              22,689
                                                   1998               670,935              657,487              13,448

      Cova Developing Growth                       1999                29,109               25,241               3,868
                                                   1998                59,769               61,323              (1,554)

      Cova Large Cap Research                      1999                44,923               39,900               5,023
                                                   1998                 1,318                1,293                  25

      Cova Mid-Cap Value                           1999               164,060              155,815               8,245
                                                   1998               121,779              126,280              (4,501)

      Cova Quality Bond                            1999             1,843,153            1,830,190              12,963
                                                   1998               319,864              309,113              10,751

      Cova Small Cap Stock                         1999             1,483,447            1,389,634              93,813
                                                   1998               986,220              974,390              11,830

      Cova Large Cap Stock                         1999             2,143,398            1,691,559             451,839
                                                   1998             1,700,678            1,489,784             210,894

      Cova Select Equity                           1999             1,326,474            1,133,512             192,962
                                                   1998             1,190,393            1,040,041             150,352

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, 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             $ 868,689            $ 749,767           $ 118,922
                                                   1998               652,667              629,290              23,377

      GACC Money Market                            1999             2,410,357            2,367,151              43,206
                                                   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               201,087              197,677               3,410
                                                   1998                 7,462                7,262                 200

      Russell Aggressive Equity                    1999                54,526               54,268                 258
                                                   1998                   416                  468                 (52)

      Russell Non-US                               1999               101,624               93,032               8,592
                                                   1998                   821                  900                 (79)

      Russell Core Bond                            1999               352,634              364,812             (12,178)
                                                   1998                 1,162                1,160                   2

      Russell Real Estate Securities               1999                 1,815                1,814                   1
                                                   1998                     -                    -                   -

      AIM V.I. Value                               1999               249,337              244,207               5,130
                                                   1998                26,188               27,774              (1,586)

      AIM V.I. Capital Appreciation                1999                35,568               33,976               1,592
                                                   1998                   236                  258                 (22)

      AIM V.I. International Equity                1999                62,427               61,796                 631
                                                   1998                40,160               46,103              (5,943)

      Alliance Premier Growth                      1999               229,266              202,124              27,142
                                                   1998                67,438               74,072              (6,634)

      Alliance Real Estate Investment              1999                62,352               66,956              (4,604)
                                                   1998                14,746               17,733              (2,987)

      Liberty Newport Tiger Fund, Variable         1999                   294                  188                 106
                                                   1998                    37                   33                   4


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, 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              $ 24,697             $ 24,338               $ 359
                                                   1998                23,582               27,701              (4,119)

      Goldman Sachs International Equity           1999                26,414               25,126               1,288
                                                   1998                   999                1,123                (124)

      Goldman Sachs Global Income                  1999                   513                  520                  (7)
                                                   1998                   181                  176                   5

      Kemper-Dreman High Return Equity             1999                     1                    1                   -
                                                   1998                     -                    -                   -

      Kemper Small Cap Growth                      1999                 8,971                7,861               1,110
                                                   1998                 7,419                7,675                (256)

      Kemper Small Cap Value                       1999                38,781               41,554              (2,773)
                                                   1998                21,781               28,205              (6,424)

      Kemper Government Securities                 1999               167,850              168,571                (721)
                                                   1998                     9                    9                   -

      MFS Bond                                     1999                     1                    1                   -
                                                   1998                     -                    -                   -

      MFS Research                                 1999                33,705               31,571               2,134
                                                   1998                 1,823                1,914                 (91)

      MFS Growth with Income                       1999                73,640               68,795               4,845
                                                   1998                40,854               45,826              (4,972)

      MFS Emerging Growth                          1999                75,663               60,111              15,552
                                                   1998                31,963               34,744              (2,781)

      MFS/Foreign & Colonial  Emerging Markets Equi1999                36,299               38,041              (1,742)
                                                   1998                32,580               43,015             (10,435)

      MFS High Income                              1999                38,805               37,409               1,396
                                                   1998                18,006               19,172              (1,166)

      MFS Global Governments                       1999                 2,043                2,097                 (54)
                                                   1998                    34                   33                   1


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, 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              $ 19,283             $ 17,339             $ 1,944
                                                   1998                   731                  756                 (25)

      Oppenheimer Main Street Growth & Income      1999                66,494               60,355               6,139
                                                   1998                 1,004                1,167                (163)

      Oppenheimer High Income                      1999                20,434               20,986                (552)
                                                   1998                 2,657                2,855                (198)

      Oppenheimer Bond                             1999               134,169              136,015              (1,846)
                                                   1998                17,891               17,655                 236

      Oppenheimer Strategic Bond                   1999                15,743               15,871                (128)
                                                   1998                   160                  165                  (5)

      Putnam VT Growth and Income                  1999               130,751              127,509               3,242
                                                   1998                45,339               51,871              (6,532)

      Putnam VT New Value                          1999                17,801               16,648               1,153
                                                   1998                 6,880                6,868                  12

      Putnam VT Vista                              1999                32,813               29,123               3,690
                                                   1998                   376                  388                 (12)

      Putnam VT International Growth               1999               114,673              103,575              11,098
                                                   1998                64,381               72,707              (8,326)

      Putnam VT International New Opportunities    1999                16,020               12,486               3,534
                                                   1998                   378                  405                 (27)

      Templeton Bond                               1999                    40                   40                   -
                                                   1998                     -                    -                   -

      Franklin Small Cap Investments               1999               190,577              145,895              44,682
                                                   1998                     -                    -                   -

      Templeton Stock                              1999                25,941               26,138                (197)
                                                   1998                     -                    -                   -

      Templeton International                      1999                 2,257                2,151                 106
                                                   1998                   133                  124                   9


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, 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              $ 33,863             $ 28,005             $ 5,858
                                                   1998                   133                  125                   8

      Templeton Mutual Shares Investments          1999                 9,338                9,502                (164)
                                                   1998                     -                    -                   -

      Franklin Growth Investments                  1999                   393                  364                  29
                                                   1998                     -                    -                   -

      Fidelity VIP Growth                          1999                 1,642                1,430                 212
                                                   1998                     3                    3                   -

      Fidelity VIP II Contrafund                   1999                    92                   89                   3
                                                   1998                     -                    -                   -

      Fidelity VIP III Growth Opportunities        1999                    76                   73                   3
                                                   1998                     -                    -                   -

      Fidelity VIP III Growth & Income             1999                 1,822                1,642                 180
                                                   1998                     -                    -                   -

      Fidelity VIP Equity-Income                   1999                   540                  548                  (8)
                                                   1998                     -                    -                   -

      American Century VP Income & Growth          1999                     -                    -                   -
                                                   1998                     -                    -                   -

      American Century VP International            1999                     -                    -                   -
                                                   1998                     -                    -                   -

      American Century VP Value                    1999                     -                    -                   -
                                                   1998                     -                    -                   -

      Dreyfus Stock Index                          1999                     -                    -                   -
                                                   1998                     -                    -                   -

      Dreyfus VIF Disciplined Stock                1999                     -                    -                   -
                                                   1998                     -                    -                   -

      Dreyfus VIF Capital Appreciation             1999                     -                    -                   -
                                                   1998                     -                    -                   -

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, 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>
      INVESCO VIF Dynamics                         1999                   $ -                  $ -                 $ -
                                                   1998                     -                    -                   -

      INVESCO VIF High Yield                       1999                     -                    -                   -
                                                   1998                     -                    -                   -

      PIMCO High Yield Bond                        1999                     -                    -                   -
                                                   1998                     -                    -                   -

      PIMCO Low Duration Bond                      1999                     -                    -                   -
                                                   1998                     -                    -                   -

      PIMCO StocksPLUS Growth & Income             1999                     -                    -                   -
                                                   1998                     -                    -                   -

      PIMCO Total Return Bond                      1999                     -                    -                   -
                                                   1998                     -                    -                   -

      Scudder International                        1999                     -                    -                   -
                                                   1998                     -                    -                   -


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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>
      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             4,841,111                      -           4,841,111
                                                   1998                     -                      -                   -

      Cova Bond Debenture                          1999               337,384                273,399              63,985
                                                   1998               273,399                163,335             110,064

      Cova Developing Growth                       1999               460,172                 57,633             402,539
                                                   1998                57,633                    404              57,229

      Cova Large Cap Research                      1999               371,070                 52,098             318,972
                                                   1998                52,098                      -              52,098

      Cova Mid-Cap Value                           1999                74,191                 14,516              59,675
                                                   1998                14,516                  2,536              11,980

      Cova Quality Bond                            1999                 8,755                254,122            (245,367)
                                                   1998               254,122                 42,117             212,005

      Cova Small Cap Stock                         1999             3,439,414                 (2,832)          3,442,246
                                                   1998                (2,832)               765,772            (768,604)

      Cova Large Cap Stock                         1999             8,146,484              4,717,561           3,428,923
                                                   1998             4,717,561                630,868           4,086,693

      Cova Select Equity                           1999             3,050,805              3,163,743            (112,938)
                                                   1998             3,163,743              1,284,973           1,878,770

      Cova International Equity                    1999             3,605,177                918,988           2,686,189
                                                   1998               918,988                 91,655             827,333


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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              $ 50,675                $ 8,746            $ 41,929
                                                   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               181,798                 37,385             144,413
                                                   1998                37,385                      -              37,385

      Russell Aggressive Equity                    1999                39,083                 (1,753)             40,836
                                                   1998                (1,753)                     -              (1,753)

      Russell Non-US                               1999               259,569                  1,844             257,725
                                                   1998                 1,844                      -               1,844

      Russell Core Bond                            1999              (142,357)                 3,543            (145,900)
                                                   1998                 3,543                      -               3,543

      Russell Real Estate Securities               1999                  (393)                     -                (393)
                                                   1998                     -                      -                   -

      AIM V.I. Value                               1999               312,963                  1,376             311,587
                                                   1998                 1,376                      -               1,376

      AIM V.I. Capital Appreciation                1999               211,517                  5,386             206,131
                                                   1998                 5,386                      -               5,386

      AIM V.I. International Equity                1999               101,232                 (6,224)            107,456
                                                   1998                (6,224)                     -              (6,224)

      Alliance Premier Growth                      1999               582,513                118,514             463,999
                                                   1998               118,514                      -             118,514

      Alliance Real Estate Investment              1999               (30,367)               (17,191)            (13,176)
                                                   1998               (17,191)                     -             (17,191)

      Liberty Newport Tiger Fund, Variable         1999                18,690                  2,743              15,947
                                                   1998                 2,743                      -               2,743

      Goldman Sachs Growth and Income              1999                (4,321)               (11,213)              6,892
                                                   1998               (11,213)                     -             (11,213)

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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              $ 62,028                  2,720            $ 59,308
                                                   1998                 2,720                      -               2,720

      Goldman Sachs Global Income                  1999                (1,776)                  (187)             (1,589)
                                                   1998                  (187)                     -                (187)

      Kemper-Dreman High Return Equity             1999                    (8)                     5                 (13)
                                                   1998                     5                      -                   5

      Kemper Small Cap Growth                      1999                37,072                  3,989              33,083
                                                   1998                 3,989                      -               3,989

      Kemper Small Cap Value                       1999                (3,443)               (13,980)             10,537
                                                   1998               (13,980)                     -             (13,980)

      Kemper Government Securities                 1999                    76                    206                (130)
                                                   1998                   206                      -                 206

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

      MFS Research                                 1999               175,774                 24,572             151,202
                                                   1998                24,572                      -              24,572

      MFS Growth with Income                       1999               126,692                 54,989              71,703
                                                   1998                54,989                      -              54,989

      MFS Emerging Growth                          1999               684,030                 87,574             596,456
                                                   1998                87,574                      -              87,574

      MFS/Foreign & Colonial Emerging Markets Equit1999                 5,475                 (7,685)             13,160
                                                   1998                (7,685)                     -              (7,685)

      MFS High Income                              1999                (2,211)                (2,625)                414
                                                   1998                (2,625)                     -              (2,625)

      MFS Global Governments                       1999                  (242)                   189                (431)
                                                   1998                   189                      -                 189

      Oppenheimer Capital Appreciation             1999                62,672                  9,357              53,315
                                                   1998                 9,357                      -               9,357


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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              $ 49,552                   (771)           $ 50,323
                                                   1998                  (771)                     -                (771)

      Oppenheimer High Income                      1999                (3,509)                (2,071)             (1,438)
                                                   1998                (2,071)                     -              (2,071)

      Oppenheimer Bond                             1999               (15,662)                12,503             (28,165)
                                                   1998                12,503                      -              12,503

      Oppenheimer Strategic Bond                   1999                   136                   (129)                265
                                                   1998                  (129)                     -                (129)

      Putnam VT Growth and Income                  1999               (49,990)                44,649             (94,639)
                                                   1998                44,649                      -              44,649

      Putnam VT New Value                          1999                  (231)                   860              (1,091)
                                                   1998                   860                      -                 860

      Putnam VT Vista                              1999                79,103                  7,815              71,288
                                                   1998                 7,815                      -               7,815

      Putnam VT International Growth               1999               513,520                 (2,297)            515,817
                                                   1998                (2,297)                     -              (2,297)

      Putnam VT International New Opportunities    1999                91,867                    299              91,568
                                                   1998                   299                      -                 299

      Templeton Bond                               1999                    (9)                     -                  (9)
                                                   1998                     -                      -                   -

      Franklin Small Cap Investments               1999                33,706                      -              33,706
                                                   1998                     -                      -                   -

      Templeton Stock                              1999                14,590                      -              14,590
                                                   1998                     -                      -                   -

      Templeton International                      1999                67,478                  4,711              62,767
                                                   1998                 4,711                      -               4,711

      Templeton Developing Markets                 1999                37,123                  3,570              33,553
                                                   1998                 3,570                      -               3,570

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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               $ 1,833                  $ 263             $ 1,570
                                                   1998                   263                      -                 263

      Franklin Growth Investments                  1999                24,948                      -              24,948
                                                   1998                     -                      -                   -

      Fidelity VIP Growth                          1999                15,091                  1,118              13,973
                                                   1998                 1,118                      -               1,118

      Fidelity VIP II Contrafund                   1999                 1,306                     99               1,207
                                                   1998                    99                      -                  99

      Fidelity VIP III Growth Opportunities        1999                   437                     19                 418
                                                   1998                    19                      -                  19

      Fidelity VIP III Growth & Income             1999                 7,812                  3,784               4,028
                                                   1998                 3,784                      -               3,784

      Fidelity VIP Equity-Income                   1999                  (988)                   635              (1,623)
                                                   1998                   635                      -                 635

      American Century VP Income & Growth          1999                   407                      -                 407
                                                   1998                     -                      -                   -

      American Century VP International            1999                    25                      -                  25
                                                   1998                     -                      -                   -

      American Century VP Value                    1999                   134                      -                 134
                                                   1998                     -                      -                   -

      Dreyfus Stock Index                          1999                     3                      -                   3
                                                   1998                     -                      -                   -

      Dreyfus VIF Disciplined Stock                1999                     2                      -                   2
                                                   1998                     -                      -                   -

      Dreyfus VIF Capital Appreciation             1999                     -                      -                   -
                                                   1998                     -                      -                   -

      INVESCO VIF Dynamics                         1999                 1,133                      -               1,133
                                                   1998                     -                      -                   -

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(7)   REALIZED GAIN (LOSS) AND CHANGE IN 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>
      INVESCO VIF High Yield                       1999                 $ (14)                   $ -               $ (14)
                                                   1998                     -                      -                   -

      PIMCO High Yield Bond                        1999                     -                      -                   -
                                                   1998                     -                      -                   -

      PIMCO Low Duration Bond                      1999                    (1)                     -                  (1)
                                                   1998                     -                      -                   -

      PIMCO StocksPLUS Growth & Income             1999                    (4)                     -                  (4)
                                                   1998                     -                      -                   -

      PIMCO Total Return Bond                      1999                   (33)                     -                 (33)
                                                   1998                     -                      -                   -

      Scudder International                        1999                   516                      -                 516
                                                   1998                     -                      -                   -



</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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      Market       Index        Income       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                   -           -            -            -       22,044      27,666       16,214
        Contract units transferred, net      (43,985)    (20,763)     (73,167)     (86,842)   1,299,900     224,373       44,030
        Contract units redeemed                    -           -            -            -      (80,888)    (74,415)      (1,117)
                                          -----------  ----------  -----------  -----------  ----------- -----------  -----------
      Unit balance at 12/31/99                     -           -            -            -    1,241,056     859,300      130,053
                                          ===========  ==========  ===========  ===========  =========== ===========  ===========


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

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

        Contract units purchased                                                                  4,596         574
        Contract units transferred, net                                                               -           -
        Contract units redeemed                                                                    (229)        (10)
                                                                                             ----------- -----------
      Unit balance at 12/31/99                                                                    4,367         564
                                                                                             =========== ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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                20,904        8,156      45,162        6,514       66,126       40,833      14,882
        Contract units transferred, net         74,235       42,226     134,409       17,765      437,689      218,477      83,145
        Contract units redeemed                 (2,663)      (3,680)    (51,215)     (55,509)    (104,248)     (74,671)    (38,406)
                                            -----------  -----------  ----------  -----------  -----------  -----------  ----------
      Unit balance at 12/31/99                 142,370      132,159     629,401      632,695    1,531,957    1,237,436     838,996
                                            ===========  ===========  ==========  ===========  ===========  ===========  ==========


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

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

        Contract units purchased                                                                      497          536
        Contract units transferred, net                                                                 -            -
        Contract units redeemed                                                                        (9)          (9)
                                                                                               -----------  -----------
      Unit balance at 12/31/99                                                                        488          527
                                                                                               ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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             40,375       1,724       91,450       20,590       42,210      62,696        3,044
        Contract units transferred, net      59,538   (1,081,503)     86,263       18,811       44,034     109,121        3,043
        Contract units redeemed             (71,498)       (987)     (12,312)      (3,822)      (5,651)    (12,660)        (180)
                                         -----------  ----------  -----------  -----------  -----------  ----------  -----------
      Unit balance at 12/31/99              157,984           -      213,789       44,230       98,852     220,655        5,917
                                         ===========  ==========  ===========  ===========  ===========  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


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


                                                                                                                          Goldman
                                                           AIM                           Alliance            Liberty       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              44,739        21,372        4,532       26,274        2,189          242       1,334
        Contract units transferred, net      112,925        36,447         (289)      49,651        6,416            -      13,209
        Contract units redeemed               (1,760)         (115)        (178)      (7,958)      (1,302)           -        (252)
                                          ===========  ============  ===========  ===========  ===========  ===========  ==========
      Unit balance at 12/31/99               158,759        63,264       19,322      130,836       29,380        2,639      27,398
                                          ===========  ============  ===========  ===========  ===========  ===========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


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



                                             Goldman Sachs                            Kemper                           MFS
                                       -----------------------  -------------------------------------------------  -----------
                                                                 Kemper-
                                                                  Dreman       Small        Small
                                       International Global     High 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            2,125           -            -        1,544        5,762       4,211            -
        Contract units transferred, net     9,273         169            -        3,069        6,802      15,559            -
        Contract units redeemed              (188)         (6)           -         (247)      (1,472)     (1,472)           -
                                       -----------  ----------  -----------  -----------  -----------  ----------  -----------
      Unit balance at 12/31/99             27,069       3,165           10        8,195       27,733      20,807           10
                                       ===========  ==========  ===========  ===========  ===========  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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        7,379        5,934         280        3,279             -        7,947
        Contract units transferred, net      27,980       44,209       12,818        (516)       5,315           857        3,078
        Contract units redeemed              (2,825)      (3,406)      (3,900)       (101)        (134)         (192)         (73)
                                         -----------  -----------  -----------  ----------  -----------  ------------  -----------
      Unit balance at 12/31/99               62,149      112,973       62,562       3,897       21,540         1,050       15,979
                                         ===========  ===========  ===========  ==========  ===========  ============  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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             6,837      10,663        5,587        1,431       11,339         960        1,813
        Contract units transferred, net     14,499       4,546       21,701        3,461       49,556        (304)      10,387
        Contract units redeemed             (1,618)       (121)      (1,892)         (73)      (9,482)       (516)      (1,292)
                                        -----------  ----------  -----------  -----------  -----------  ----------  -----------
      Unit balance at 12/31/99              34,600      25,621       71,773        7,503      131,527       2,342       17,707
                                        ===========  ==========  ===========  ===========  ===========  ==========  ===========


</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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               10,196           227          524          806        4,297      12,524        1,216
        Contract units transferred, net        17,571         3,759          261       17,982        4,392      31,833        5,345
        Contract units redeemed                (2,351)          (48)           -      (11,562)          (3)       (133)        (338)
                                          ------------  ------------  -----------  -----------  -----------  ----------  -----------
      Unit balance at 12/31/99                 81,982         8,721          795        7,226        8,686      50,837       13,256
                                          ============  ============  ===========  ===========  ===========  ==========  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


<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                   -            -        2,750          476           405        3,256         256
        Contract units transferred, net        8,517       10,713        1,523           69             2        1,626       2,395
        Contract units redeemed                   (1)         (40)          (1)           -             -            -           -
                                         ------------  -----------  -----------  -----------  ------------  -----------  ----------
      Unit balance at 12/31/99                 9,448       10,673        4,777          623           521        6,964       3,423
                                         ============  ===========  ===========  ===========  ============  ===========  ==========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


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



                                                       American Century                        Dreyfus                    INVESCO
                                          -------------------------------------- --------------------------------------  -----------

                                          VP Income                                              VIF           VIF
                                              &            VP            VP        Stock      Disciplined    Capital        VIF
                                            Growth     International   Value       Index        Stock      Appreciation   Dynamics
                                          -----------  ------------  ----------- -----------  -----------  ------------  -----------
<S>                                            <C>              <C>         <C>          <C>          <C>           <C>       <C>
Accumulation units:
      Unit balance at 12/31/97                     -             -            -           -            -             -            -

        Cova units purchased                       -             -            -           -            -             -            -
        Cova units redeemed                        -             -            -           -            -             -            -
        Contract units purchased                   -             -            -           -            -             -            -
        Contract units transferred, net            -             -            -           -            -             -            -
        Contract units redeemed                    -             -            -           -            -             -            -
                                          -----------  ------------  ----------- -----------  -----------  ------------  -----------
      Unit balance at 12/31/98                     -             -            -           -            -             -            -

        Cova units purchased                      10            10           10          10           10            10           10
        Cova units redeemed                        -             -            -           -            -             -            -
        Contract units purchased               1,007             -          536           -            -             -        1,941
        Contract units transferred, net            -             -            -           -            -             -            -
        Contract units redeemed                    -             -            -           -            -             -            -
                                          -----------  ------------  ----------- -----------  -----------  ------------  -----------
      Unit balance at 12/31/99                 1,017            10          546          10           10            10        1,951
                                          ===========  ============  =========== ===========  ===========  ============  ===========

</TABLE>
<PAGE>
COVA VARIABLE ANNUITY ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999 and 1998


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



                                            INVESCO                                 PIMCO                      Scudder
                                           -----------  ---------------------------------------------------  ------------

                                              VIF          High         Low       StocksPLUS      Total
                                              High        Yield       Duration     Growth &       Return
                                             Yield         Bond         Bond        Income         Bond      International
                                           -----------  -----------  ----------- -------------  -----------  ------------
<S>                                               <C>           <C>          <C>           <C>       <C>             <C>
Accumulation units:
      Unit balance at 12/31/97                      -            -            -             -            -             -

        Cova units purchased                        -            -            -             -            -             -
        Cova units redeemed                         -            -            -             -            -             -
        Contract units purchased                    -            -            -             -            -             -
        Contract units transferred, net             -            -            -             -            -             -
        Contract units redeemed                     -            -            -             -            -             -
                                           -----------  -----------  ----------- -------------  -----------  ------------
      Unit balance at 12/31/98                      -            -            -             -            -             -

        Cova units purchased                       10           10           10            10           10            10
        Cova units redeemed                         -            -            -             -            -             -
        Contract units purchased                  986            -            -             -        1,515           614
        Contract units transferred, net             -            -            -             -            -             -
        Contract units redeemed                     -            -            -             -            -             -
                                           -----------  -----------  ----------- -------------  -----------  ------------
      Unit balance at 12/31/99                    996           10           10            10        1,525           624
                                           ===========  ===========  =========== =============  ===========  ============

</TABLE>






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

                              Financial Statements

                        December 31, 1999, 1998, and 1997

                   (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, 1999 and 1998, 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, 1999. 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, 1999 and 1998, and the results of its
     operations and its cash flows for each of the years in the three-year
     period ended December 31, 1999, in conformity with generally accepted
     accounting principles.






     February 4, 2000


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

                                 Balance Sheets

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>

                                         ASSETS                           1999          1998
                                                                       -----------   -----------
                                                                            (in thousands)

Investments:
<S>                                                                  <C>                <C>
    Debt securities available-for-sale, at fair value
      (cost of $101,690 in 1999 and $99,228 in 1998)                 $     95,568       100,658
    Mortgage loans, net of allowance for potential loan
      loss of $40 in 1999 and $10 in 1998                                   5,439         5,245
    Policy loans                                                              938         1,223
                                                                       -----------   -----------

             Total investments                                            101,945       107,126

Cash and cash equivalents - interest-bearing                                  751         5,789
Cash - noninterest-bearing                                                  1,448         1,200
Accrued investment income                                                   1,624         1,641
Deferred policy acquisition costs                                          15,093         9,142
Present value of future profits                                             1,740           854
Goodwill                                                                    1,631         1,813
Deferred tax asset, net                                                     1,232           585
Receivable from OakRe                                                      18,890        35,312
Federal and state income taxes recoverable                                     75            --
Reinsurance receivables                                                         9           118
Other assets                                                                   24           398
Separate account assets                                                   186,040       127,873
                                                                       -----------   -----------

             Total assets                                            $    330,502       291,851
                                                                       ===========   ===========

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

                            Balance Sheets, Continued

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                         LIABILITIES AND SHAREHOLDER'S EQUITY              1999         1998
                                                                        -----------  -----------
                                                                            (in thousands)

<S>                                                                   <C>               <C>
Policyholder deposits                                                 $    116,184      135,106
Future policy benefits                                                       6,707        6,191
Payable on purchase of securities                                               85           27
Accounts payable and other liabilities                                       1,589        1,653
Federal and state income taxes payable                                          --          172
Future purchase price payable to OakRe                                         172          342
Guaranty fund assessments                                                    1,100        1,000
Separate account liabilities                                               186,035      127,871
                                                                        -----------  -----------

             Total liabilities                                             311,872      272,362
                                                                        -----------  -----------

Shareholder's equity:
    Common stock, $233.34 par value, (authorized
      30,000 shares; issued and outstanding
      12,000 shares in 1999 and 1998)                                        2,800        2,800
    Additional paid-in capital                                              15,523       14,523
    Retained earnings                                                        1,993        1,833
    Accumulated other comprehensive (loss) income,
      net of tax                                                            (1,686)         333
                                                                        -----------  -----------

             Total shareholder's equity                                     18,630       19,489
                                                                        -----------  -----------

             Total liabilities and shareholder's equity               $    330,502      291,851
                                                                        ===========  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>

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

                              Statements of Income

                  Years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>

                                                              1999        1998         1997
                                                           -----------  ----------  -----------
                                                                     (in thousands)

Revenues:
<S>                                                      <C>               <C>          <C>
    Premiums                                             $      1,041       1,308        1,191
    Net investment income                                       7,663       7,516        6,761
    Net realized (losses) gains on sales of
      investments                                                (452)        178          158
    Separate account fees                                       2,215       1,392          599
    Other income                                                  382          66           45
                                                           -----------  ----------  -----------

             Total revenues                                    10,849      10,460        8,754
                                                           -----------  ----------  -----------

Benefits and expenses:
    Interest on policyholder deposits                           6,064       5,486        4,837
    Current and future policy benefits                          1,479       1,549        1,481
    Operating and other expenses                                2,336       1,548        1,134
    Amortization of purchased intangible
      assets                                                      233         260          234
    Amortization of deferred policy
      acquisition costs                                           383         530          320
                                                           -----------  ----------  -----------

             Total benefits and expenses                       10,495       9,373        8,006
                                                           -----------  ----------  -----------

             Income before income taxes                           354       1,087          748
                                                           -----------  ----------  -----------

Income tax expense (benefit):
    Current                                                      (246)        (80)         310
    Deferred                                                      440         357           (5)
                                                           -----------  ----------  -----------

             Total income tax expense                             194         277          305
                                                           -----------  ----------  -----------

             Net income                                  $        160         810          443
                                                           ===========  ==========  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
                      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, 1999, 1998, and 1997


<TABLE>
<CAPTION>


                                                                           1999         1998        1997
                                                                         ----------  -----------  ----------
                                                                                   (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                                          14,523       13,523      13,523
    Capital contribution                                                     1,000        1,000          --
                                                                         ----------  -----------  ----------

Balance at end of period                                                    15,523       14,523      13,523
                                                                         ----------  -----------  ----------

Retained earnings:
    Balance at beginning of period                                           1,833        1,023         580
    Net income                                                                 160          810         443
                                                                         ----------  -----------  ----------

Balance at end of period                                                     1,993        1,833       1,023
                                                                         ----------  -----------  ----------

Accumulated other comprehensive income:
    Balance at beginning of period                                             333          145           1
    Change in unrealized (depreciation) appreciation
      of debt securities                                                    (7,552)         794         630
    Deferred federal income tax impact                                       1,087         (101)        (77)
    Change in deferred policy acquisition costs
      attributable to unrealized depreciation (appreciation)                 3,519         (513)       (144)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                   927            8        (265)
                                                                         ----------  -----------  ----------

Balance at end of period                                                    (1,686)         333         145
                                                                         ----------  -----------  ----------

             Total shareholder's equity                                $    18,630       19,489      17,491
                                                                         ==========  ===========  ==========

Total comprehensive income:
    Net income                                                         $       160          810         443
    Other comprehensive (loss) income (change in net unrealized
      (depreciation) appreciation of debt and equity securities)            (2,019)         188         144
                                                                         ----------  -----------  ----------

             Total comprehensive (loss) income                         $    (1,859)         998         587
                                                                         ==========  ===========  ==========


See accompanying notes to financial statements.

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

                            Statements of Cash Flows

                  Years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>



                                                                           1999         1998          1997
                                                                        -----------  -----------   -----------
                                                                                   (in thousands)
<S>                                                                   <C>               <C>           <C>
Reconciliation of net income to net cash
    provided by (used in) operating activities:
      Net income                                                      $        160          810           443
      Adjustments to reconcile net
        income to net cash provided by
        (used in) operating activities:
           Increase in future policy benefits                                  516          810           820
           Increase (decrease) in payables and
             accrued liabilities                                                94          126          (815)
           Decrease (increase) in accrued
             investment income                                                  17          185          (704)
           Amortization of intangible assets and
             deferred policy acquisition costs                                 616          790           554
           Amortization and accretion of
             securities, premiums, and discounts                                (7)         (87)          (10)
           Decrease (increase) in other assets                                 374         (384)           30
           Net realized loss (gain) on sale of investments                     452         (178)         (158)
           Interest on policyholder deposits                                 6,064        5,486         4,837
           (Decrease) increase in current and
             deferred federal income taxes                                     193          423           101
           Decrease in recapture commissions payable to OakRe                 (170)        (223)         (159)
           Commissions and expenses deferred                                (2,815)      (3,411)       (3,917)
           Other                                                               499          702           290
                                                                        -----------  -----------   -----------

             Net cash provided by operating activities                       5,993        5,049         1,312
                                                                        -----------  -----------   -----------

Cash flows from investing activities:
    Cash used in the purchase of
      investment securities                                                (29,365)     (56,673)      (53,534)
    Proceeds from investment securities
      sold and matured                                                      26,689       50,661        25,379
    Other                                                                     (128)        (121)          (81)
                                                                        -----------  -----------   -----------

             Net cash used in investing activities                          (2,804)      (6,133)      (28,236)
                                                                        -----------  -----------   -----------

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

                       Statements of Cash Flows, Continued

                  Years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>


                                                                          1999         1998          1997
                                                                       -----------  -----------   -----------
                                                                                  (in thousands)
<S>                                                                  <C>                <C>           <C>
Cash flows from financing activities:
    Policyholder deposits                                            $     55,181       69,459        81,788
    Transfers from OakRe                                                   19,050       35,590        25,060
    Transfer to separate accounts                                         (36,544)     (60,181)      (56,144)
    Return of policyholder deposits                                       (46,666)     (39,943)      (28,267)
    Capital contributions received                                          1,000        1,000            --
                                                                       -----------  -----------   -----------

             Net cash (used) provided by financing activities              (7,979)       5,925        22,437
                                                                       -----------  -----------   -----------

             (Decrease) increase in cash and cash equivalents              (4,790)       4,841        (4,487)

Cash and cash equivalents - beginning of period                             6,989        2,148         6,635
                                                                       -----------  -----------   -----------

Cash and cash equivalents - end of period                            $      2,199        6,989         2,148
                                                                       ===========  ===========   ===========


See accompanying notes to financial statements.


</TABLE>
<PAGE>

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

                          Notes to Financial Statements

                        December 31, 1999, 1998, and 1997





  (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 by the Company
              for periods from one to ten years, but in no case may renewal
              rates be less than 3%. The Company may assess surrender fees
              against amounts withdrawn prior to scheduled rate reset and adjust
              account values based on current crediting rates. Policyholders
              also may incur certain federal income tax penalties on
              withdrawals.

              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 94%, 97%, and 85% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated, and Edward Jones & Company,
              Incorporated, in 1999, 1998, and 1997, respectively.
<PAGE>

              ORGANIZATION

              The Company is a wholly owned subsidiary of Cova Financial
              Services Life Insurance Company (CFSLIC). CFSLIC is a wholly owned
              subsidiary of Cova Corporation, which is a wholly owned subsidiary
              of General American Life Insurance Company (GALIC), a Missouri
              domiciled life insurance company. GALIC is a wholly owned
              subsidiary of GenAmerica Corporation, which in turn is a wholly
              owned by the ultimate parent, General American Mutual Holding
              Company (GAMHC).

              On August 26, 1999, GAMHC entered into a definitive agreement
              whereby Metropolitan Life Insurance Company (MetLife), a New York
              domiciled life insurance company, will acquire GenAmerica
              Corporation and all its holdings for $1.2 billion in cash. The
              purchase was approved by the Missouri Director of Insurance on
              November 10, 1999. The purchase, however, was not consummated as
              of December 31, 1999 and as a result, these financial statements
              do not reflect purchase accounting treatment of this transaction.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              BASIS OF PRESENTATION

              The accompanying financial statements have been prepared in
              accordance with generally accepted accounting principles (GAAP)
              and include the accounts and operations of the Company. The
              preparation of financial statements in conformity with GAAP
              requires management to make estimates and assumptions that affect
              the amounts reported. Actual results could differ from these
              estimates.

              DEBT SECURITIES

              Investments in all debt securities with readily determinable
              market values are classified into one of three categories:
              held-to-maturity, trading, or available-for-sale. Classification
              of investments is based on management's current intent. All debt
              securities at December 31, 1999 and 1998 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 in the 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.


<PAGE>

              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 $40,000 and $10,000, at
              December 31, 1999 and 1998, 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, 1999 and 1998, is presented in note 3.
<PAGE>


              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. The Company sets a
              limit on the deferral of acquisition costs incurred from internal
              marketing and wholesaling operations in any year at 1% to 1.5% of
              premiums and deposits receipts, varying according to specific
              product. This limit is based on typical market rates of
              independent marketing service and wholesaling organizations. This
              practice also avoids possible deferral of costs in excess of
              amounts recoverable.

              The costs deferred 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 component 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.

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

                                                                                   1999          1998          1997
                                                                                ------------  ------------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                          <C>                  <C>           <C>
              Deferred policy acquisition costs, beginning of period
                                                                             $      9,142         6,774         3,321
              Commissions and expenses deferred                                     2,815         3,411         3,917
              Amortization                                                           (383)         (530)         (320)
              Deferred policy acquisition costs attributable to
                  unrealized depreciation (appreciation)                            3,519          (513)         (144)
                                                                                ------------  ------------  ------------

                    Deferred policy acquisition costs, end
                     of period                                               $     15,093         9,142         6,774
                                                                                ============  ============  ============

              Costs expensed that exceeded the established deferred
                  limit                                                      $        382           231            6
                                                                                ===========   ============ =============

</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
              date the Company was purchased by GALIC.

<PAGE>


                  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
                  single premium deferred annuity (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 5.5%, 4.9%, 4.5%, 4.2%, and
                  4.2% for the years ended December 31, 2000 through 2004,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results. The average crediting rate on the original
                  in-force PVFP asset is 6.4% for 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below:

                                                                                    1999         1998         1997
                                                                                 ------------  ----------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                           <C>                 <C>            <C>
                  PVFP - beginning of period                                  $       854         900          1,178
                  Interest credited                                                    62          66             69
                  Amortization                                                       (103)       (120)           (82)
                  PVFP attributable to unrealized
                      depreciation (appreciation)                                     927           8           (265)
                                                                                 ------------  ----------  ------------
                         PVFP - end of period                                 $     1,740         854            900
                                                                                 ============  ==========  ============

</TABLE>
<PAGE>


                  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:

                                                                                  1999          1998          1997
                                                                               ------------  ------------  ------------
                                                                                           (IN THOUSANDS)

<S>                                                                          <C>                 <C>           <C>
                  Goodwill - beginning of period                             $     1,813         1,923         2,034
                  Amortization                                                      (111)         (110)         (111)
                  Experience adjustment to future purchase price
                      payable to OakRe                                               (71)           --            --
                                                                               ------------  ------------  ------------

                           Goodwill - end of period                          $     1,631         1,813         1,923
                                                                               ============  ============  ============
</TABLE>



                  Future Payable

                  Pursuant to the financial reinsurance agreement with OakRe,
                  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.

<PAGE>


<TABLE>
<CAPTION>
                  The components of this future payable are shown below:

                                                                                        1999        1998       1997
                                                                                      ----------  ---------- ----------
                                                                                               (IN THOUSANDS)
<S>                                                                                 <C>               <C>        <C>
                  Future payable - beginning of period                              $     342         565        683
                  Interest added                                                           20          29         41
                  Payment to Oak Re                                                      (119)       (252)      (159)
                  Experience adjustment to future purchase price payable
                      to OakRe                                                            (71)         --         --
                                                                                      ----------  ---------- ----------

                           Future payable - end of period                           $     172         342        565
                                                                                      ==========  ========== ==========
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

              Xerox Financial Services, Inc. (XFSI) (previous parent of the
              company) 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, 1999 was 5.96%.

              FUTURE POLICY BENEFITS

              Reserves are held for future 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 4.50% to 8.00%, 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.


<PAGE>

              OTHER INCOME

              Other income consists primarily of policy surrender charges.

              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.

              COMPREHENSIVE INCOME

              The Company reports and presents comprehensive income and its
              components in accordance with SFAS No. 130, Reporting
              Comprehensive Income. SFAS No. 130 has no impact on the Company's
              consolidated net income or shareholder's equity. The Company's
              only component of accumulated other comprehensive income relates
              to unrealized appreciation and depreciation on debt and equity
              securities held as available-for-sale.

              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.


<PAGE>

              The amortization of deferred policy 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, 1999.

              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.


<PAGE>

                  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, 1999 and 1998, the cash
                  surrender value of policyholder deposits was $4,058,740 and
                  $4,707,689, 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 parent GALIC, and the receivable from OakRe equal to
                  the SPDA obligations is guaranteed by OakRe's parent, XFSI.

              REINSURANCE

              Effective July 25, 1999, the Company entered into a modified
              coinsurance reinsurance agreement with Metropolitan Life Insurance
              Company (MetLife). Under the reinsurance agreement, the Company
              ceded life insurance and annuity business that was issued or
              renewed from July 25, 1999 through December 31, 1999 to MetLife
              amounting to $15 million. Net earnings to MetLife from that
              business are experience refunded to the Company. The agreement
              does not meet the conditions for reinsurance accounting under
              GAAP. In substance, the agreement represents a guarantee by
              MetLife of new business and renewed SPDA business during this
              period. There was no impact on the Company's financial statements
              resulting from the reinsurance transaction with MetLife.

              On June 1, 1995, when Cova Corporation purchased the Company, then
              known as Xerox Financial Life Insurance Company (XFLIC), from
              XFSI, a wholly owned subsidiary of Xerox Corporation, it entered
              into a financing reinsurance transaction with OakRe Life Insurance
              Company (OakRe), then a subsidiary of XFLIC, for OakRe to assume
              the economic benefits and risks of the existing SPDA deposits of
              XFLIC. Ownership of OakRe was retained by XFSI subsequent to the
              sale of XFLIC and other affiliates.


<PAGE>

              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.

              The financing reinsurance agreement entered into with OakRe as
              condition to the purchase of the Company does not meet the
              criteria for reinsurance accounting under GAAP. The net assets
              initially transferred to OakRe were established as a receivable
              and are subsequently increased as interest accrued on the
              underlying deposits and decrease as funds are transferred back to
              the Company when policies reach their crediting rate reset date or
              benefits are claimed. 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 mid-year 2000, and completely by mid-year
              2002. The liquidations transfer cash daily 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 since inception of the
              agreement.

              The impact of reinsurance on the December 31, 1999 financial
              statements is not considered material.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, issued in June 1998, requires all derivative financial
              instruments to be recorded on the balance sheet at estimated fair
              value. The Company's present accounting policies applies 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.
              The 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.

              In June 1999, the FASB issued SFAS No. 137, Accounting for
              Derivative Instruments and Hedging Activities - Deferral of the
              Effective Date of SFAS No. 133. SFAS No. 137 defers for one year
              the effective date of Statement of SFAS No 133, Accounting for
              Derivative Instruments and Hedging Activities. The Company plans
              to adopt the provision of SFAS No. 133 effective January 1, 2001.
              At this time the Company does not believe it will have a material
              effect on the Company's consolidated financial position or results
              of operations.


<PAGE>

              OTHER

              Certain 1998 and 1997 amounts have been reclassified to conform to
              the 1999 presentation.

  (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, 1999 and 1998, are as follows:

<TABLE>
<CAPTION>
                                                                              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              $       1,702              19               --            1,721           1,721
           Corporate securities               76,444              30           (4,756)          71,718          71,718
           Mortgage-backed
              securities                       8,272               1             (202)           8,071           8,071
           Asset backed securities            15,272              --           (1,214)          14,058          14,058
                                         ---------------  --------------  --------------  --------------  --------------

             Total debt securities           101,690              50           (6,172)          95,568          95,568
             Mortgage loans (net)              5,439              --              (70)           5,369           5,439
             Policy loans                        938              --               --              938             938
                                         ---------------  --------------  --------------  --------------  --------------

               Total investments       $     108,067              50           (6,242)         101,875         101,945
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $           5             --              --                  5              5
                                         ===============  ==============  ==============  ==============  ==============

</TABLE>

<PAGE>


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

                          Notes to Financial Statements

                        December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>

                                                                              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. treasury securities    $         100               1               --              101            101
           Government agency
              obligations                      3,471              74               --            3,545          3,545
           Corporate securities               70,883           1,384             (406)          71,861         71,861
           Mortgage-backed
               securities                     11,789              87              (32)          11,844         11,844
           Asset-backed securities            12,985             349              (27)          13,307         13,307
                                         ---------------  --------------  --------------  --------------  --------------

             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>

        The amortized cost and estimated fair value of debt securities at
        December 31, 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>
                                                                            ESTIMATED
                                                           AMORTIZED           FAIR
                                                              COST            VALUE
                                                         ---------------  ---------------
                                                                 (IN THOUSANDS)
<S>                                                    <C>                       <C>
        Less than one year                             $         3,573            3,573
        Due after one year through five years                   33,093           31,752
        Due after five years through ten years                  39,035           35,583
        Due after ten years                                     17,717           16,589
        Mortgage-backed securities                               8,272            8,071
                                                         ---------------  ---------------

                 Total                                 $       101,690           95,568
                                                         ===============  ===============

</TABLE>


<PAGE>


        At December 31, 1999, approximately 94.2% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 5.8% noninvestment grade debt securities, 5.7%
        are rated as BB or its equivalent, and 0.1% are rated B or its
        equivalent.

        The Company had one impaired debt security, which became nonincome
        producing in 1999. The Company had no impaired investments, and all debt
        securities were income producing in 1998

<TABLE>
<CAPTION>
        The components of investment income, realized gains (losses), and
        unrealized appreciation are as follows:

                                                                                  1999           1998          1997
                                                                               ------------  -------------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                         <C>                  <C>            <C>
        Income on debt securities                                           $      7,119         6,928          6,575
        Income on cash and cash equivalents                                          185           305            186
        Interest on mortgage loans                                                   401           308             32
        Income on policy loans                                                        82            92             83
        Miscellaneous interest                                                         1             2             --
                                                                               ------------  -------------  ------------

        Total investment income                                                    7,788         7,635          6,876

        Investment expenses                                                         (125)         (119)          (115)
                                                                               ------------  -------------  ------------

                 Net investment income                                      $      7,663         7,516          6,761
                                                                               ============  =============  ============

        Net realized capital (losses) gains -
            debt securities                                                 $       (452)          178            158
                                                                               ============  =============  ============

        Unrealized (depreciation) appreciation is as follows:
               Debt securities                                              $     (6,122)        1,430            633
               Short-term investments                                                 --            --              3
               Effects on deferred acquisition
                 costs amortization                                                2,793          (726)          (213)
               Effects on PVFP amortization                                          735          (192)          (200)
                                                                               ------------  -------------  ------------

               Unrealized (depreciation) appreciation
                 before income tax                                                (2,594)          512            223

               Unrealized income tax benefit (expense)                               908          (179)           (78)
                                                                               ------------  -------------  ------------

                 Net unrealized appreciation (depreciation) on
                   investments                                              $     (1,686)          333            145
                                                                               ============  =============  ============

</TABLE>


<PAGE>


        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1999 were $25,986,787. Gross gains of $165,919 and
        gross losses of $618,025 were realized on those sales. Included in these
        amounts were $25,816 of gross gains and $19,890 of gross losses realized
        on the sale of noninvestment grade securities. Net realized losses
        include a 1999 impairment adjustment totaling approximately $493,244
        related to one debt security held by the Company.

        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.

  (4)   SECURITY GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        As of December 31, 1999 and 1998, the Company held the following
        individual mortgage loan which exceeded 10% of shareholder's equity:

<TABLE>
                                                    1999             1998
                                               ---------------  ---------------
<S>                                          <C>                    <C>
        Colonial Realty, at carrying value   $     1,998,296        1,997,287
                                               ===============  ===============

</TABLE>


<PAGE>


  (5)   COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
        The components of comprehensive income are as follows:

                                                                                    1999          1998         1997
                                                                                 ------------  ------------ ------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                 <C>           <C>
        Net income                                                             $        160        810           443
                                                                                 ------------  ------------ ------------

        Other comprehensive income (loss), before tax -
            Unrealized appreciation (depreciation) on
               Investments arising during period:
                 Unrealized (depreciation) appreciation
                     on investments                                                  (7,100)       616           472
                 Adjustment to deferred acquisition
                   costs attributable to unrealized
                   depreciation (appreciation)                                        3,308       (398)         (108)
                 Adjustment to PVFP attributable to
                   unrealized depreciation (appreciation)                               872          6          (198)
                                                                                 ------------  ------------ ------------

                       Total unrealized (depreciation) appreciation on
                          investments arising during period                          (2,920)       224           166
                                                                                 ------------  ------------ ------------

        Less reclassification adjustments for realized losses (gains) included
            in net income:
               Adjustment for losses (gains) included in
                 net realized (losses) gains on sales
                 of investments                                                         452       (178)         (158)
               Adjustment for (gains) losses included in
                 amortization of deferred acquisition costs                            (211)       115            36
               Adjustment for (gains) losses included in
                 amortization of PVFP                                                   (55)        (2)           67
                                                                                 ------------  ------------ ------------

                       Total reclassification adjustments for losses (gains)
                          included in net income                                        186        (65)          (55)
                                                                                 ------------  ------------ ------------

        Other comprehensive (loss) income, before related income tax
            (benefits) expense                                                       (3,106)       289           221

        Related income tax (benefit) expense                                         (1,087)       101            77
                                                                                 ------------  ------------ ------------

                       Other comprehensive (loss) income, net of tax                 (2,019)       188           144
                                                                                 ------------  ------------ ------------

                       Comprehensive (loss) income                             $     (1,859)       998           587
                                                                                 ============  ============ ============

</TABLE>


<PAGE>


  (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 1999, 1998, and 1997, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1999, 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.

  (7)   INCOME TAXES

<TABLE>
<CAPTION>
        The Company will file a consolidated federal income tax return with its
        immediate parent, CFSLIC. Income taxes are recorded in the statements of
        earnings and directly in certain shareholder's equity accounts. Income
        tax expense for the years ended December 31 was allocated as follows:

                                                                                          1999        1998       1997
                                                                                        ----------  ---------  ---------
                                                                                                (IN THOUSANDS)
<S>                                                                                       <C>          <C>         <C>
        Statements of income:
            Operating income (excluding realized investment gains)                    $      179       215        250
            Realized investment gains                                                         15        62         55
                                                                                        ----------- ---------  ---------

                 Income tax expense included in the statements of
                   income                                                                    194       277        305

        Shareholder's equity - change in deferred federal income taxes
            related to unrealized (depreciation) appreciation on securities               (1,087)      101         77
                                                                                        ----------- ---------  ---------

                 Total income tax (benefit) expense                                   $     (893)      378        382
                                                                                        =========== =========  =========
</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:

                                                                1999                  1998                 1997
                                                        --------------------  --------------------  --------------------
                                                                                (IN THOUSANDS)
<S>                                                   <C>           <C>      <C>          <C>      <C>          <C>
        Computed expected tax expense                 $   124       35.0%    $  380       35.0%    $  262       35.0%
        Dividends received deduction - separate
            account                                      (115)     (32.5)      (150)     (13.9)        --         --
        Amortization of intangible assets                  39       11.0         39        3.6         39        5.2
        Valuation allowance for permanent
            impairments                                   173       48.9         --         --         --        --
        Other                                             (27)      (7.6)         8        0.8          4        0.5
                                                        --------  ----------  --------  ----------  --------  ----------
                   Total                              $   194       54.8%    $  277       25.5%    $  305       40.7%
                                                        ========  ==========  ========  ==========  ========  ==========


</TABLE>

<PAGE>


<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, 1999 and 1998 are as follows:

                                                                                                  1999         1998
                                                                                               ------------ ------------
                                                                                                    (IN THOUSANDS)
<S>                                                                                                <C>          <C>
        Deferred tax assets:
            Tax basis of intangible assets purchased                                         $       569          624
            Liability for commission on recaptures                                                    60          120
            Policy reserves                                                                        2,678        2,477
            DAC "Proxy Tax"                                                                        1,383        1,252
            Permanent impairments                                                                    173           --
            Unrealized depreciation in investments                                                   908           --
            Other deferred tax assets                                                                165         (359)
                                                                                               ------------ ------------

                   Total deferred tax assets                                                       5,936        4,114
            Valuation allowance                                                                     (173)           --
                                                                                               ------------ ------------
                   Total deferred tax assets, net of valuation allowance                           5,763        4,114
                                                                                               ------------ ------------

        Deferred tax liabilities:
            Unrealized appreciation in investments                                                    --          179
            PVFP                                                                                     226          150
            Deferred acquisition costs                                                             4,305        3,200
                                                                                               ------------ ------------

                   Total deferred tax liabilities                                                  4,531        3,529
                                                                                               ------------ ------------

                   Net deferred tax asset                                                    $     1,232          585
                                                                                               ============ ============
</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. As of
        December 31, 1999, the Company has provided a 100% valuation allowance
        against the deferred tax asset related to the permanent impairments.
<PAGE>


  (8)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, Cova Life Management Company (CLMC) and Navisys
        Incorporated (Navisys), both affiliated companies, purchased certain
        assets of Johnson & Higgins/Kirke Van Orsdel, Inc. (J&H/KVI), an
        unaffiliated Delaware corporation, for $2,500,000, and merged them into
        Cova Life Administrative Service Company (CLASC), a joint subsidiary of
        CLMC and Navisys. Navisys purchased 51% of CLASC, and the remaining 49%
        was purchased by CLMC. The purchased assets are the administrative and
        service systems and organization that provide the policy service
        functions for the Company's life and annuity products. On October 31,
        1999, CLMC purchased the remaining 51% interest in CLASC from Navisys
        for $1,184,414.

        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; Conning
        Asset Management, which provides investment advice; and CLASC, which
        provides underwriting, policy issuance, claims, and other policy
        administration functions. Additionally, a portion of overhead and other
        corporate expenses is allocated by the Company's parent, GALIC. Expenses
        and fees paid to affiliated companies in 1999, 1998, and 1997 by the
        Company were $2,496,782, $1,587,833, and $396,806, 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 at the date of purchase, and shareholder's equity to the net
        purchase price.
        Statutory accounting does not recognize the purchase method of
        accounting.



<PAGE>


<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:

                                                                                                  1999         1998
                                                                                               ------------ ------------
                                                                                                    (IN THOUSANDS)
<S>                                                                                          <C>               <C>
        Statutory capital and surplus                                                        $     9,826       10,411
        Reconciling items:
            Statutory asset valuation reserve                                                        827        1,078
            Statutory interest maintenance reserve                                                   187          190
            GAAP investment adjustments to fair value                                             (6,122)       1,430
            GAAP deferred policy acquisition costs                                                15,093        9,142
            GAAP basis policy reserves                                                            (4,480)      (4,670)
            GAAP deferred federal income taxes (net)                                               1,232          585
            GAAP guarantee assessment adjustment                                                  (1,100)      (1,000)
            GAAP goodwill                                                                          1,631        1,813
            GAAP present value of future profits                                                   1,740          854
            GAAP future purchase price payable                                                      (172)        (342)
            GAAP investment valuation reserves                                                       (40)         (10)
            Other                                                                                      8            8
                                                                                               ------------ ------------
                   GAAP shareholder's equity                                                 $    18,630       19,489
                                                                                               ============ ============

</TABLE>

        Statutory  net loss for the years  ended  December 31,  1999,  1998,
        and 1997 was  $1,478,513,  $142,046, and $461,118, 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 2000 will be $702,615, which is 10% of the
        Company's December 31, 1999 statutory surplus of $7,026,153.

        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,
        1999, the Company's Total Adjusted Capital and Authorized Control Level
        RBC were $10,653,128 and $1,705,480, 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
        1999, but for which assessments have not yet been determined or
        assessed, to a maximum generally of 1% of statutory premiums per annum.

        In November 1999, 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 $1.1 million in
        future assessments on insolvencies that occurred before December 31,
        1999. 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 $8,000, $33,505, and $460,167 in guaranty
        fund assessment in 1999, 1998, and 1997, 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 were not
        material.

(11)    SUBSEQUENT EVENT

        The purchase of GenAmerica Corporation and subsidiary, including the
        Company, by MetLife was completed on January 6, 2000. On that date also,
        the Company's modified coinsurance agreement with MetLife was suspended
        for subsequent new business.






                                     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. Independent Auditors' Report.

           2. Statement of Assets and Liabilities as of December 31, 1999.

           3. Statement of Operations for the year ended December 31, 1999.

           4. Statements of Changes in Net Assets for the years ended
              December 31, 1999 and 1998.

           5. Notes to Financial Statements - December 31, 1999 and 1998.


           The following financial statements of the Company are included
           in Part B hereof.

            1.  Independent Auditors' Report.

            2.  Balance Sheets as of December 31, 1999 and 1998.

            3.  Statements of Income for the years ended December 31, 1999,
                1998 and 1997.

            4.  Statements of Shareholder's Equity for the Years Ended
                December 31, 1999, 1998 and 1997.

            5.  Statements of Cash Flows for the Years Ended December 31,
                1999, 1998 and 1997.

            6.  Notes to Financial Statements - December 31, 1999, 1998
                and 1997.
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. (6)

     10.  Consent of Independent Auditors.

     11.  Not Applicable

     12.  Not Applicable

     13.  Not Applicable

     14.  Company Organizational Chart(5)

     (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.
     (5) incorporated by reference to Registrant's Pre-Effective Amendment No. 1
         to Form N-4 (File Nos. 333-90407 and 811-7060) as electronically filed
         on February 1, 2000.

     (6)  incorporated by reference to Registrant's Post-Effective Amendment No.
          1 to Form N-4 (File Nos.  333-90407  and  811-7060) as  electronically
          filed on May 1, 2000.

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

John J. Myers                     Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

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 was  filed  as  Exhibit  14 in Pre-Effective
Amendment No. 1 (File Nos. 333-90407 and 811-7060) and is incorporated herein
by reference.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of April 12, 2000, there was 1 non-qualified contract owner and
- -0- qualified contract owners.

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
   Security Equity Separate Account 26
   Security Equity Separate Account 27

(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 has caused this Registration  Statement to be signed on its
behalf, in the City of Oakbrook Terrace,  and State of Illinois on this 12th day
of May, 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    5/12/00
- ----------------------                            --------
Lorry J. Stensrud                                  Date


/s/J. ROBERT HOPSON     Director                  5/12/00
- ----------------------                            --------
J. Robert Hopson                                   Date

William C. Mair*        Director                  5/12/00
- ----------------------                            --------
William C. Mair                                    Date


E. Thomas Hughes, Jr.*  Treasurer and Director    5/12/00
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  5/12/00
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  5/12/00
- ----------------------                            --------
John W. Barber                                     Date

/s/MARK E. REYNOLDS                               5/12/00
- ---------------------    Director                 --------
Mark E. Reynolds                                   Date


- ---------------------    Director                 --------
J. Terri Tanaka                                    Date

/s/PETER L. WITKEWIZ                              5/12/00
- ---------------------    Controller               --------
Peter L. Witkewiz                                  Date




                                  *By: /s/LORRY J. STENSRUD
                                        ____________________________________
                                        Lorry J. Stensrud, Attorney-in-Fact





                               INDEX TO EXHIBITS

EX-99.B10   Consent of Independent Auditors.


                        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 (the Company) dated February 4, 2000, and on
the financial  statements of the  sub-accounts of Cova Variable  Annuity Account
Five dated March 20,  2000,  and to the  reference to our firm under the heading
"Experts" in the  Statement of  Additional  Information,  in the  Post-Effective
Amendment No. 2 to the Registration  Statement (Form N-4, File No. 333-90407) of
Cova Variable Annuity Account Five.

                                              /s/KPMG LLP
                                              ------------
                                                 KPMG LLP

Chicago, Illinois
May 11, 2000


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission