FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1998-05-20
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                     STATEMENT OF ADDITIONAL INFORMATION

            INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                   ISSUED BY

                    FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                                      AND

                       FIRST COVA LIFE INSURANCE COMPANY
                                         


THIS  IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ  IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED MAY 1, 1998 FOR THE
INDIVIDUAL  FIXED  AND  VARIABLE  DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED
HEREIN.

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

THIS  STATEMENT  OF  ADDITIONAL  INFORMATION  IS  DATED MAY 1, 1998.


                               TABLE OF CONTENTS




                                                                Page


COMPANY                                                           3

EXPERTS                                                           3

LEGAL  OPINIONS                                                   4    

DISTRIBUTION                                                      4

PERFORMANCE  INFORMATION                                          4 
Total  Return                                                     4
Historical  Unit  Values                                          5
Reporting  Agencies                                               5
Performance Information                                           6

FEDERAL TAX STATUS                                                7
General                                                           7
Diversification                                                   8
Multiple  Contracts                                               9
Contracts  Owned  by  Other  than  Natural  Persons               9
Tax  Treatment  of  Assignments                                  10
Income  Tax  Withholding                                         10
Tax  Treatment  of  Withdrawals  -  Non-Qualified  Contracts     10
Qualified  Plans                                                 11
Tax  Treatment  of  Withdrawals  -  Qualified  Contracts         12

ANNUITY  PROVISIONS                                              12
Variable  Annuity                                                12
Fixed  Annuity                                                   13
Annuity  Unit                                                    13
Net  Investment  Factor                                          13
Mortality  and  Expense  Guarantee                               14

FINANCIAL  STATEMENTS                                            14

                                    COMPANY

First Cova Life Insurance Company (the "Company") was organized under the laws
of  the  state  of  New  York  on  December 31, 1992. The Company is presently
licensed  to  do  business  only  in  the  state of New York. The Company is a
wholly-owned  subsidiary  of  Cova  Financial  Services Life Insurance Company
("Cova  Life"),  a Missouri insurance company. On December 31, 1992, Cova Life
acquired  Wausau  Underwriters Life Insurance Company ("Wausau"), a stock life
insurance company organized under the laws of the state of Wisconsin. On April
16,  1993,  Wausau  was  merged  into  the  Company,  with  the Company as the
surviving  corporation.

On  June 1, 1995, a wholly-owned subsidiary of General American Life Insurance
Company  ("General  American")  purchased  Cova  Life  from  Xerox  Financial
Services, Inc.  The  acquisition of  Cova  Life  included  related companies,
including the Company. On June 1, 1995, the Company changed  its  name  to  
First  Cova  Life  Insurance  Company.

General  American  is  a  St. Louis-based  mutual company with more than $300
billion  of  life insurance in force and approximately $24 billion in assets.
It provides life and health insurance, retirement plans, and related financial
services  to  individuals  and  groups.





                                    EXPERTS

The statutory statements of admitted assets, liabilities,  and capital stock and
surplus  of the  Company  as of  December  31,  1997 and 1996,  and the  related
statutory statements of operations, capital stock and surplus, and cash flow for
each of the years in the  three-year  period ended  December  31, 1997,  and the
statement of assets and  liabilities of the Separate  Account as of December 31,
1997, and the related statement of operations,  statement of changes in contract
owners' equity, and the financial highlights for the period from commencement of
operations through December 31, 1997, have been included herein in reliance upon
the reports of KPMG Peat Marwick LLP, independent  certified public accountants,
appearing  elsewhere  herein,  and upon the authority of said firm as experts in
accounting  and  auditing.  The report of KPMG Peat  Marwick  LLP  covering  the
statutory financial statements of the Company contains an explanatory  paragraph
which  states that the  financial  statements  were  prepared  using  accounting
practices  prescribed or permitted by the New York State  Insurance  Department,
which  practices  differ from  generally  accepted  accounting  principles.  The
effects on the financial statements of the variances between the statutory basis
of accounting and generally accepted accounting  principles are described in the
notes to the financial statements.

                                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.

                            PERFORMANCE INFORMATION

TOTAL  RETURN

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

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

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

                                             n
                               P  (  1  +  T)  =  ERV

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

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

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

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.

PERFORMANCE INFORMATION

The Growth and Income Portfolio of Lord Abbett Series Fund, Inc., and the
Select Equity, Small Cap Stock, Large Cap Stock, International Equity, 
Quality Bond and Bond Debenture Portfolios of Cova Series Trust were not
available under the contract until February 3, 1997 and the Mid-Cap Value, 
Large Cap  Research and Developing Growth Portfolios of Cova Series Trust 
were available under the contract on November 15, 1997.  The Money Market 
Fund of General American Capital Company became available under the Contract
on May 1, 1997.  However, these funds have been in existence for some time
and consequently have an investment performance history. In order to
demonstrate how investment experience of these Portfolios affects 
Accumulation Unit values,  performance information was developed. The
information  is  based upon the  historical experience of the Portfolios and 
is for the periods shown. The prospectus  contains a chart of performance 
information.

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


                               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. Owners should consult a tax adviser prior to
purchasing  more than one non-qualified annuity contract in any calendar year.

CONTRACTS  OWNED  BY  OTHER  THAN  NATURAL  PERSONS

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

TAX  TREATMENT  OF  ASSIGNMENTS

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

INCOME  TAX  WITHHOLDING

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

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

TAX  TREATMENT  OF  WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS

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

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

QUALIFIED  PLANS

The  Contracts offered herein may also be used as Qualified Contracts. Owners,
Annuitants  and  Beneficiaries  are  cautioned that benefits under a Qualified
Contract  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. The
following  discussion  of  Qualified  Contracts  is  not exhaustive and is for
general  informational  purposes  only.  The  tax  rules  regarding  Qualified
Contracts  are  very complex and will have differing applications depending on
individual facts and circumstances. Each purchaser should obtain competent tax
advice  prior  to  purchasing  Qualified  Contracts.

Qualified Contracts include special provisions restricting Contract provisions
that  may  otherwise  be  available  as described herein. Generally, Qualified
Contracts  are  not  transferable  except  upon  surrender  or  annuitization.

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. Qualified Contracts 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.

Section  408(b)  of  the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (IRA).
THE  CONTRACTS  ARE  NOT  AVAILABLE  AS  QUALIFIED  CONTRACTS  UNTIL  AN  IRA
ENDORSEMENT  IS APPROVED BY THE STATE OF NEW YORK INSURANCE DEPARTMENT.  Under
applicable  limitations,  certain  amounts  may be contributed to an IRA which
will  be deductible from the individual's gross income. These IRAs are subject
to  limitations  on  eligibility,  contributions,  transferability  and
distributions.  (See  "Tax  Treatment  of  Withdrawals  - Qualified Contracts"
below.)  Under  certain  conditions,  distributions  from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an  IRA.  Sales  of  Contracts  for  use  with  IRAs  are  subject  to special
requirements  imposed  by  the  Code,  including  the requirement that certain
informational  disclosure  be  given  to persons desiring to establish an IRA.
Purchasers  of  Contracts  to  be qualified as Individual Retirement Annuities
should  obtain competent tax advice as to the tax treatment and suitability of
such  an  investment.

TAX  TREATMENT  OF  WITHDRAWALS  -  QUALIFIED  CONTRACTS

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 Section 408(b) (Individual Retirement Annuities). To
the  extent  amounts are not includible in gross income because they have been
rolled  over  to  an IRA or to another eligible Qualified Plan, no tax penalty
will  be  imposed.    The  tax  penalty    will  not  apply  to  the following
distributions:  (a)  if distribution is made on or after the date on which the
Annuitant  reaches  age  59  1/2;  (b)  distributions  following  the death or
disability  of  the  Annuitant  (for  this purpose disability is as defined in
Section  72(m)(7)  of  the  Code);  (c)  distributions  that  are  part  of
substantially  equal  periodic payments made not less frequently than annually
for  the  life  (or  life  expectancy) of the Annuitant or the joint lives (or
joint  life  expectancies)  of  the  Annuitant  and  his  or  her  designated
Beneficiary;  (d) 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; (e) 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); (f) 
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
(g) 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).

Generally,  distributions  from  a  qualified plan must commence no later than
April  1 of the calendar year following the year in which the employee attains
age  70  1/2.  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.

                              ANNUITY PROVISIONS

VARIABLE  ANNUITY

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

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

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

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

FIXED  ANNUITY

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

ANNUITY  UNIT

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

NET  INVESTMENT  FACTOR

The  Net  Investment  Factor  for  any  investment portfolio for any Valuation
Period  is  determined  by  dividing:

     (a)    the  Accumulation  Unit  value  as  of  the  close  of the current
          Valuation  Period,  by

     (b)    the  Accumulation  Unit  value  as of the close of the immediately
          preceding  Valuation  Period.

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

MORTALITY  AND  EXPENSE  GUARANTEE

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

                             FINANCIAL STATEMENTS

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


                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of assets and liabilities of the Bond
Debenture,  Quality Bond, Small Cap Stock,  Large Cap Stock,  Select Equity, and
International  Equity  sub-accounts  (investment  options within the Cova Series
Trust) and the Growth and Income sub-account  (investment option within the Lord
Abbett Series Fund,  Inc.) of First Cova Variable  Annuity  Account One of First
Cova Life Insurance Company (the Separate Account), as of December 31, 1997, and
the related  statement of operations,  statement of changes in contract  owners'
equity,  and the  financial  highlights  for the  period  from  commencement  of
operations  through December 31, 1997. These financial  statements and financial
highlights   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted our audit 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 and financial  highlights 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, 1997, 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
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
sub-accounts  of First  Cova  Variable  Annuity  Account  One of First Cova Life
Insurance  Company as of December 31, 1997,  and the results of its  operations,
the changes in its contract owners' equity, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.


Chicago, Illinois
February 20, 1998


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Assets and Liabilities

December 31, 1997
- --------------------------------------------------------------------------------------------------------------------------
                                                   ASSETS
- --------------------------------------------------------------------------------------------------------------------------
Investments:
   Cova Series Trust:
<S>                              <C>                                  <C>                    <C>               <C>       
      Bond Debenture Portfolio - 9,496 shares at a net asset value of $12.11 per share (cost $114,969)         $  115,015
      Quality Bond Portfolio - 2,217 shares at a net asset value of $10.40 per share (cost $22,968)                23,069
      Small Cap Stock Portfolio - 545 shares at a net asset value of $13.10 per share (cost $6,843)                 7,146
      Large Cap Portfolio - 3,019 shares at a net asset value of $13.85 per share (cost $42,399)                   41,801
      Select Equity Portfolio - 1,330 shares at a net asset value of $13.97 per share (cost $17,465)               18,567
      International Equity Portfolio - 3,833 shares at a net asset value of $11.47 per share (cost $45,941)        43,976
   Lord Abbett Series Fund, Inc. Growth and Income Portfolio - 8,768 shares at a net asset value of
      $19.51 per share (cost $178,810)                                                                            171,066
- --------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                                   $  420,640
- --------------------------------------------------------------------------------------------------------------------------
                                   LIABILITIES AND CONTRACT OWNERS' EQUITY
- --------------------------------------------------------------------------------------------------------------------------
Liabilities:
   Trust Bond Debenture                                                                                        $        4
   Trust Quality Bond                                                                                                   1
   Trust Small Cap Stock                                                                                                -
   Trust Large Cap Stock                                                                                                2
   Trust Select Equity                                                                                                  1
   Trust International Equity                                                                                           2
   Fund Growth and Income                                                                                               6
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                                      16
- --------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
   Trust Bond Debenture - 8,928 accumulation units at $12.882042 per unit                                         115,011
   Trust Quality Bond - 2,068 accumulation units at $11.155130 per unit                                            23,068
   Trust Small Cap Stock - 530 accumulation units at $13.492111 per unit                                            7,146
   Trust Large Cap Stock - 2,807 accumulation units at $14.889594 per unit                                         41,799
   Trust Select Equity - 1,321 accumulation units at $14.053502 per unit                                           18,566
   Trust International Equity - 3,836 accumulation units at $11.462941 per unit                                    43,974
   Fund Growth and Income - 5,547 accumulation units at $30.837096 per unit                                       171,060
- --------------------------------------------------------------------------------------------------------------------------
Total contract owners' equity                                                                                     420,624
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities and contract owners' equity                                                                  $  420,640
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations
Period from commencement of operations through December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                      Lord Abbett
                                                                                                      Series Fund,
                                                         Cova Series Trust                               Inc.
                                  -----------------------------------------------------------------  -------------
                                                             Small     Large               Interna-     Growth
                                      Bond       Quality      Cap       Cap      Select    tional        and
                                     Debenture     Bond      Stock     Stock     Equity    Equity       Income      Total
- ----------------------------------------------------------------------------------------------------------------------------
Investment income:
   Dividends and capital gains
<S>                               <C>                 <C>        <C>    <C>          <C>       <C>       <C>         <C>   
      distributions               $    3,442          755        17     2,373        103       424       13,386      20,500
- ----------------------------------------------------------------------------------------------------------------------------
Total investment income                3,442          755        17     2,373        103       424       13,386      20,500
- ----------------------------------------------------------------------------------------------------------------------------
Expenses:
   Mortality and expense risk fee        370           96        15       133         62       239          739       1,654
   Administrative fee                     45           12         2        16          7        29           89         200
- ----------------------------------------------------------------------------------------------------------------------------
Total expenses                           415          108        17       149         69       268          828       1,854
- ----------------------------------------------------------------------------------------------------------------------------
Net investment income                  3,027          647         -     2,224         34       156       12,558      18,646
- ----------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on
   investments                            77            3         1        (4)         1       184        1,447       1,709
Net change in unrealized
   gain (loss) on investments             46          101       303      (598)     1,102    (1,965)      (7,744)     (8,755)
- ----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments            123          104       304      (602)     1,103    (1,781)      (6,297)     (7,046)
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
   contract owners' equity
   resulting from operations      $    3,150          751       304     1,622      1,137    (1,625)       6,261      11,600
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Contract Owners' Equity

Period from commencement of operations through December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                      Lord Abbett
                                                                                                      Series Fund,
                                                         Cova Series Trust                               Inc.
                                  -----------------------------------------------------------------  -------------
                                                             Small     Large               Interna-     Growth
                                      Bond       Quality      Cap       Cap      Select    tional        and
                                     Debenture     Bond      Stock     Stock     Equity    Equity       Income      Total
- ----------------------------------------------------------------------------------------------------------------------------

From operations:
<S>                               <C>                 <C>               <C>           <C>      <C>       <C>         <C>   
   Net investment income          $    3,027          647         -     2,224         34       156       12,558      18,646
   Net realized gain (loss)
      on investments                      77            3         1        (4)         1       184        1,447       1,709
   Net change in unrealized
      gain (loss) on investments          46          101       303      (598)     1,102    (1,965)      (7,744)     (8,755)
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
   contract owners' equity
   resulting from operations           3,150          751       304     1,622      1,137    (1,625)       6,261      11,600
- ----------------------------------------------------------------------------------------------------------------------------
From account unit transactions:
   Proceeds from units
      of the account sold             89,575            -     5,151    14,027     14,032    31,664      134,766     289,215
   Payments for units of
      the account redeemed              (381)        (350)       (9)     (341)      (145)       52         (851)     (2,025)
   Account transfers, net             22,667       22,667     1,700    26,491      3,542    13,883       30,884     121,834
- ----------------------------------------------------------------------------------------------------------------------------
Net increase in contract
   owners' equity from account
   unit transactions                 111,861       22,317     6,842    40,177     17,429    45,599      164,799     409,024
- ----------------------------------------------------------------------------------------------------------------------------
Net increase in
   contract owner's equity           115,011       23,068     7,146    41,799     18,566    43,974      171,060     420,624
- ----------------------------------------------------------------------------------------------------------------------------
Contract owners' equity:
   Beginning of period                     -            -         -         -          -         -            -           -
- ----------------------------------------------------------------------------------------------------------------------------
   End of period                  $  115,011       23,068     7,146    41,799     18,566    43,974      171,060     420,624
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - Bond Debenture Portfolio (Managed by Lord, Abbett & Co.)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                           May 15, 1997
                                                                                                             through
                                                                                                           December 31,
                                                                                                               1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           11.74
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                               .46
Net realized and unrealized
    gain from security
    transactions                                                                                                    .68
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                     1.14
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           12.88
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                      9.71%
Contract owners' equity,
    end of period                                                                                     $      115,011
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                       10.11%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - Quality Bond Portfolio (Managed by J.P. Morgan Investment Management, Inc.)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                           May 15, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           10.45
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                               .50
Net realized and unrealized
    gain from security
    transactions                                                                                                    .21
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                      .71
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           11.16
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                      6.79%
Contract owners' equity,
    end of period                                                                                     $       23,068
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                        8.36%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - Small Cap Stock Portfolio (Managed by J.P. Morgan Investment Management, Inc.)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                          March 17, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           10.92
- ---------------------------------------------------------------------------------------------------------------------------
Net investment loss                                                                                                (.05)
Net realized and unrealized
    gain from security
    transactions                                                                                                   2.62
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                     2.57
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           13.49
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                     23.53%
Contract owners' equity,
    end of period                                                                                     $        7,146
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                         .04%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - Large Cap Stock Portfolio (Managed by J.P. Morgan Investment Management, Inc.)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                          March 11, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           12.40
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                               .79
Net realized and unrealized
    gain from security
    transactions                                                                                                   1.70
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                     2.49
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           14.89
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                     20.08%
Contract owners' equity,
    end of period                                                                                     $       41,799
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                       20.65%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - Select Equity Portfolio (Managed by J.P. Morgan Investment Management, Inc.)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                          March 11, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           11.76
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                              -
Net realized and unrealized
    gain from security
    transactions                                                                                                   2.29
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                     2.29
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           14.05
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                     19.47%
Contract owners' equity,
    end of period                                                                                     $       18,566
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                         .67%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Cova Series Trust - International Equity Portfolio (Managed by J.P. Morgan Investment Management, Inc.)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                          March 11, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           11.14
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                               .02
Net realized and unrealized
    gain from security
    transactions                                                                                                    .30
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                      .32
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           11.46
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                      2.87%
Contract owners' equity,
    end of period                                                                                     $       43,974
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                         .81%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period per sub-account are presented below:

Lord Abbett Series Fund, Inc. Growth and Income Portfolio (Managed by Lord, Abbett & Co.)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                           Period from
                                                                                                          March 11, 1997
                                                                                                          through
                                                                                                           December 31,
                                                                                                            1997
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
<S>                                                                                                   <C>              
    beginning of period                                                                               $           27.01
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                                              2.07
Net realized and unrealized
    gain from security
    transactions                                                                                                   1.76
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment
    operations                                                                                                     3.83
- ---------------------------------------------------------------------------------------------------------------------------
Accumulation unit value,
    end of period                                                                                     $           30.84
- ---------------------------------------------------------------------------------------------------------------------------
Total return*                                                                                                     14.18%
Contract owners' equity,
    end of period                                                                                     $      171,060
Ratio of expenses to average
    contract owners' equity                                                                                        1.40%**
Ratio of net investment
    income to average
    contract owners' equity                                                                                       21.06%**
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
  *Investment return does not reflect any contract based fees (withdrawal  fees,
    contract  maintenance  fees or  account  transfer  fees),  but does  reflect
    mortality  and expense  fees,  administration  expense  fees, as well as all
    expenses of the underlying portfolio (investment advisory fees and portfolio
    operating expenses).

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements
- --------------------------------------------------------------------------------

 (1)    ORGANIZATION

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

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

        The sub-accounts commenced operations as follows:

        March 11, 1997              Trust Large Cap Stock, Trust Select Equity
                                       Trust International Equity and
                                       Fund Growth and Income
        March 17, 1997              Trust Small Cap Stock
        May 15, 1997                Trust Bond Debenture and Trust Quality Bond


 (2)    SIGNIFICANT ACCOUNTING POLICIES

        (A)   INVESTMENT VALUATION

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

        (B)   REINVESTMENT OF DIVIDENDS

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

        (C)   FEDERAL INCOME TAXES

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

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

 (3)    CONTRACT FEES

        There are no deductions  made from  purchase  payments for sales fees at
        the time of purchase. However, if all or a portion of the contract value
        is  withdrawn,  a withdrawal  fee is  calculated  and deducted  from the
        contract value. The withdrawal fee is imposed on withdrawals of contract
        values  attributable  to  purchase  payments  within  seven  years after
        receipt  and is equal to 7% of the  purchase  payment  withdrawn  in the
        first and second  years,  5% of the  purchase  payment  withdrawn in the
        third,  fourth and fifth years, and 3% of the purchase payment withdrawn
        in the sixth and seventh  years.  After the first  contract  anniversary
        year,  provided that the contract value prior to the withdrawal  exceeds
        $5,000,  an owner may make a withdrawal  each contract year of up to 10%
        of the aggregate purchase payments free from withdrawal fees.

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

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

        For the period from  commencement  of  operations  through  December 31,
        1997,  there  were  no  withdrawal,   account   transfer,   or  contract
        maintenance  fees  deducted  from the  contract  values in the  Separate
        Account.

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

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

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

 (4)    GAINS (LOSSES) ON INVESTMENTS

        The table below  summarizes the realized and change in unrealized  gains
and losses on investments.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                         Period from
                                                                                                       commencement of
                                                                                                     operations through
                                                                                                      December 31, 1997
- ---------------------------------------------------------------------------------------------------------------------------

        REALIZED GAIN (LOSS) ON INVESTMENTS:
              Trust Bond Debenture Portfolio:
<S>                                                                                                      <C>        
                 Aggregate proceeds from sales                                                           $    24,281
                 Aggregate cost of redemptions                                                                24,204
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $        77
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Quality Bond Portfolio:
                 Aggregate proceeds from sales                                                           $       172
                 Aggregate cost of redemptions                                                                   169
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $         3
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Small Cap Stock Portfolio:
                 Aggregate proceeds from sales                                                           $        17
                 Aggregate cost of redemptions                                                                    16
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $         1
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Large Cap Stock Portfolio:
                 Aggregate proceeds from sales                                                           $     1,700
                 Aggregate cost of redemptions                                                                 1,704
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized loss on investments                                                           $        (4)
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Select Equity Portfolio:
                 Aggregate proceeds from sales                                                           $     1,651
                 Aggregate cost of redemptions                                                                 1,650
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $         1
- ---------------------------------------------------------------------------------------------------------------------------
              Trust International Equity Portfolio:
                 Aggregate proceeds from sales                                                           $    25,579
                 Aggregate cost of redemptions                                                                25,395
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $       184
- ---------------------------------------------------------------------------------------------------------------------------
              Fund Growth and Income Portfolio:
                 Aggregate proceeds from sales                                                           $    74,949
                 Aggregate cost of redemptions                                                                73,502
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                           $     1,447
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                         Period from
                                                                                                       commencement of
                                                                                                     operations through
                                                                                                      December 31, 1997
- ---------------------------------------------------------------------------------------------------------------------------

        NET CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS:
              Trust Bond Debenture Portfolio:
<S>                                                                                                      <C>        
                 End of period                                                                           $        46
                 Beginning of period                                                                               -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                               $        46
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Quality Bond Portfolio:
                 End of period                                                                           $       101
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                               $       101
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Small Cap Stock Portfolio:
                 End of period                                                                           $       303
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                               $       303
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Large Cap Stock Portfolio:
                 End of period                                                                           $      (598)
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                               $      (598)
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Select Equity Portfolio:
                 End of period                                                                           $     1,102
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                               $     1,102
- ---------------------------------------------------------------------------------------------------------------------------
              Trust International Equity Portfolio:
                 End of period                                                                           $    (1,965)
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                               $    (1,965)
- ---------------------------------------------------------------------------------------------------------------------------
              Fund Growth and Income Portfolio:
                 End of period                                                                           $    (7,744)
                 Beginning of period                                                                              -
- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                               $    (7,744)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements
- --------------------------------------------------------------------------------
(5)    UNIT TRANSACTIONS

       The change in the number of  accumulation  units  resulting  from account
       transactions from commencement operations through December 31, 1997 is as
       follows:
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                Lord Abbett
                                                                                                               Series Fund,
                                                                Cova Series Trust                                 Inc.
                                        -------------------------------------------------------------------  ---------------
                                                                   Small     Large                Interna-       Growth
                                           Bond        Quality      Cap       Cap      Select      tional         and
                                           Debenture    Bond       Stock     Stock     Equity      Equity        Income
- ----------------------------------------------------------------------------------------------------------------------------
Balance at commencement of
<S>                                         <C>          <C>         <C>         <C>     <C>         <C>           <C>  

    operations                               -            -          -          -         -           -             -
Units sold                                  7,125         -          390         978     1,037       2,663         4,526
Units redeemed                                (28)         (32)      -           (23)       (8)        (15)          (15)
Units transferred, net                      1,831        2,100       140       1,852       292       1,188         1,036
- ----------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997                8,928        2,068       530       2,807     1,321       3,836         5,547
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



                          INDEPENDENT AUDITORS' REPORT

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

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities,  and capital stock and surplus of First Cova Life Insurance Company
(the  Company) as of  December  31,  1997 and 1996,  and the  related  statutory
statements of operations,  capital stock and surplus,  and cash flow for each of
the years in the  three-year  period ended  December 31, 1997.  These  statutory
financial  statements are the  responsibility of the Company's  management.  Our
responsibility is to express an opinion on these statutory 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.

As  described  more fully in note 2 to the  financial  statements,  the  Company
prepared these financial  statements  using accounting  practices  prescribed or
permitted by the New York State Insurance  Department,  which  practices  differ
from  generally  accepted  accounting  principles.  The effects on the financial
statements  of the  variances  between the  statutory  basis of  accounting  and
generally accepted accounting principles are also described in note 2.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of First Cova Life  Insurance  Company as of December 31, 1997 and 1996,  or the
results  of its  operations  or its  cash  flows  for  each of the  years in the
three-year period ended December 31, 1997.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects,  the admitted assets,  liabilities,  and capital stock
and surplus of First Cova Life  Insurance  Company as of  December  31, 1997 and
1996,  and the results of its operations and its cash flow for each of the years
in the  three-year  period ended  December 31, 1997,  on the basis of accounting
described in note 2.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
statutory financial  statements taken as a whole. The supplementary  information
included in the  accompanying  schedule is presented  for purposes of additional
analysis and is not a required part of the basic statutory financial statements.
Such  information has been subjected to the auditing  procedures  applied in the
audits of the basic  statutory  financial  statements  and, in our  opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  statutory
financial statements taken as a whole.

Chicago, Illinois
March 5, 1998




FIRST COVA LIFE INSURANCE COMPANY

Statutory Statements of Admitted Assets, Liabilities,
and Capital Stock and Surplus

December 31, 1997 and 1996

(In thousands, except share data)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                   ADMITTED ASSETS                                                                       1997       1996
- ----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                                  <C>            <C>    
Bonds                                                                                                $  159,738     155,710
Mortgage loans on real estate                                                                             8,866       8,747
Policy loans                                                                                             20,544      18,893
Cash and short-term investments                                                                           3,026       3,989
- ----------------------------------------------------------------------------------------------------------------------------

Total cash and investments                                                                              192,174     187,339

Investment income due and accrued                                                                         3,017       2,582
Federal income taxes recoverable                                                                             66       -
Other assets                                                                                                  9           1
- ----------------------------------------------------------------------------------------------------------------------------

Total admitted assets excluding separate account assets                                                 195,266     189,922

Separate account assets                                                                                     421       -

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

Total admitted assets                                                                                $  195,687     189,922
- ----------------------------------------------------------------------------------------------------------------------------
      LIABILITIES AND CAPITAL STOCK AND SURPLUS
- ----------------------------------------------------------------------------------------------------------------------------

Aggregate reserve for life policies and annuity contracts                                               164,208     158,304
Supplementary contracts without life contingencies                                                          120          91
Life policy and annuity contract claims                                                                     726         272
Interest maintenance reserve                                                                              1,583       1,461
General expenses due or accrued                                                                              95          63
Transfers to separate accounts due or accrued                                                               (21)      -
Taxes, licenses, and fees due or accrued
   excluding Federal income taxes                                                                           220         211
Federal income taxes                                                                                      -             333
Remittances and items not allocated                                                                         (14)          5
Unearned investment income                                                                                    3       -
Asset valuation reserve                                                                                   1,529       1,470
Payable to parent, subsidiaries, and affiliates                                                              35          30
Reinsurance payable to parent                                                                             2,372       2,457
Checks outstanding                                                                                           46          72
Accounts payable - security purchases                                                                     -           2,010
- ----------------------------------------------------------------------------------------------------------------------------

Total liabilities excluding separate account liabilities                                                170,902     166,779

Separate account liabilities                                                                                421       -

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

Total liabilities                                                                                       171,323     166,779
- ----------------------------------------------------------------------------------------------------------------------------

Common capital stock, $10 par value.  Authorized,

   issued, and outstanding 200,000 shares                                                                 2,000       2,000
Gross paid-in and contributed surplus                                                                    11,501      11,501
Unassigned surplus                                                                                       10,863       9,642
- ----------------------------------------------------------------------------------------------------------------------------

Total capital stock and surplus                                                                          24,364      23,143
- ----------------------------------------------------------------------------------------------------------------------------

Total liabilities and capital stock and surplus                                                      $  195,687     189,922
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to statutory financial statements.

FIRST COVA LIFE INSURANCE COMPANY

Statutory Statements of Operations

Years ended December 31, 1997, 1996, and 1995

(In thousands)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                              1997        1996       1995
- ----------------------------------------------------------------------------------------------------------------------------

Income:

<S>                                                                                       <C>                <C>        <C>
    Deposit-type funds                                                                    $     6,851        569        127
    Considerations for supplementary contracts
      without life contingencies                                                                   54         81         33
    Net investment income                                                                      13,771     13,507     12,526
    Amortization of interest maintenance reserve                                                 (244)      (206)      (211)
- ----------------------------------------------------------------------------------------------------------------------------

Total income                                                                                   20,432     13,951     12,475
- ----------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:

    Death benefits                                                                              3,294      2,691      2,101
    Annuity benefits                                                                              365       -           359
    Surrender benefits and other fund withdrawals                                               7,222      8,719      9,185
    Interest on policy or contract funds                                                           11         10          9
    Payment on supplementary contracts without
      life contingencies                                                                           24         12          6
    Increase (decrease) in aggregate reserves
      for life policies and annuity contracts                                                   5,904       (928)     1,911
    Increase in reserve for supplementary
      contracts without life contingencies                                                         30         66         25
    Commissions on premiums and annuity
      considerations                                                                              239         20          2
    Commissions and expense allowances on
      reinsurance assumed                                                                         423        400        439
    General insurance expenses                                                                    966        663        665
    Insurance taxes, licenses, and fees,
      excluding Federal income taxes                                                              142         25        811
    Net transfers to separate accounts                                                            386       -          -
    Other expenses                                                                                  1          1          1
- ----------------------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                                                    19,007     11,679     15,514
- ----------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations before Federal income taxes
    and realized capital gains                                                                  1,425      2,272     (3,039)

Federal income tax expense (benefit),
    excluding tax on capital gains                                                                145        445     (1,007)
- ----------------------------------------------------------------------------------------------------------------------------

Net gain (loss) from operations before realized capital gains                                   1,280      1,827     (2,032)

Realized  capital  gains (net of tax benefit of $89,  $111,  and $3,509 in 1997,
    1996, and 1995,  respectively,  and net of amounts transferred to the IMR of
    $(122), $(153), and $(4,647)
    in 1997, 1996, and 1995, respectively)                                                       -          -          -

- ----------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                                         $     1,280      1,827     (2,032)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to statutory financial statements.

FIRST COVA LIFE INSURANCE COMPANY

Statutory Statements of Capital Stock and Surplus

Years ended December 31, 1997, 1996, and 1995

(In thousands)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                            1997        1996        1995
- ----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                     <C>               <C>         <C>  
Capital stock - balance at beginning and end of year                                    $     2,000       2,000       2,000
- ----------------------------------------------------------------------------------------------------------------------------

Gross paid-in and contributed surplus:

    Balance at beginning of year                                                             11,501      11,501      10,501
    Capital contribution                                                                       -           -          1,000
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                       11,501      11,501      11,501
- ----------------------------------------------------------------------------------------------------------------------------

Unassigned surplus:

    Balance at beginning of year                                                              9,642       8,028      10,211
    Net income (loss)                                                                         1,280       1,827      (2,032)
    Change in non-admitted assets                                                              -           -            204
    Change in asset valuation reserve                                                           (59)       (285)       (355)
    Prior period FIT adjustment                                                                -             72        -
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                       10,863       9,642       8,028
- ----------------------------------------------------------------------------------------------------------------------------

Total capital stock and surplus                                                         $    24,364      23,143      21,529
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to statutory financial statements.

FIRST COVA LIFE INSURANCE COMPANY

Statutory Statements of Cash Flow

Years ended December 31, 1997, 1996, and 1995

(In thousands)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                              1997      1996      1995
- -------------------------------------------------------------------------------------------------------------------------

Cash from operations:

<S>                                                                                        <C>            <C>        <C>
   Deposit-type funds                                                                      $   6,852      569        127
   Considerations for supplementary contracts without                                             54       81         33
     life contingencies

   Net investment income                                                                      13,310   13,499     13,037
   Miscellaneous income                                                                         -          72       -
- -------------------------------------------------------------------------------------------------------------------------

                                                                                              20,216   14,221     13,197
- -------------------------------------------------------------------------------------------------------------------------

   Death benefits                                                                              2,842    2,716      1,955
   Surrender benefits and other fund withdrawals                                               7,222    8,719      9,185
   Other benefits to policyholders, primarily annuity benefits                                   399       23        381
   Commissions, other expenses, and taxes paid,

     excluding Federal income tax                                                              1,709    1,089      1,170
   Net transfers to separate accounts                                                            407     -          -
   Federal income taxes paid (recovered), excluding
     tax on capital gains                                                                        544      156     (1,413)
- -------------------------------------------------------------------------------------------------------------------------

                                                                                              13,123   12,703     11,278
- -------------------------------------------------------------------------------------------------------------------------

Net cash from operations                                                                       7,093    1,518      1,919
- -------------------------------------------------------------------------------------------------------------------------

Cash from investments:

   Proceeds from investments sold, matured, or repaid:

     Bonds                                                                                    40,473   40,506    156,913
     Mortgage loans                                                                              364    1,316        112
     Net losses on cash and short-term investments                                              -        -           (20)
- -------------------------------------------------------------------------------------------------------------------------

   Total investment proceeds                                                                  40,837   41,822    157,005
- -------------------------------------------------------------------------------------------------------------------------

   Taxes recovered on capital losses                                                              67       84      2,527
- -------------------------------------------------------------------------------------------------------------------------

   Cost of investments acquired:

     Bonds                                                                                    44,688   41,686    156,015
     Mortgage loans                                                                              479     -        10,171
- -------------------------------------------------------------------------------------------------------------------------

   Total investments acquired                                                                 45,167   41,686    166,186
- -------------------------------------------------------------------------------------------------------------------------

   Net increase in policy loans                                                                1,651    1,970      1,277
- -------------------------------------------------------------------------------------------------------------------------

Net cash from investments                                                                     (4,330)     136     (9,181)
- -------------------------------------------------------------------------------------------------------------------------

Cash from financing and miscellaneous sources:
   Cash provided:

     Capital and surplus paid-in                                                                -        -         1,000
     Other cash provided                                                                          13    2,015      1,379
- -------------------------------------------------------------------------------------------------------------------------

Total cash provided                                                                               13    2,015      2,379

   Cash applied - other                                                                       (2,155)    (935)       (13)
- -------------------------------------------------------------------------------------------------------------------------

Net cash from financing and miscellaneous sources                                             (2,142)   1,080      2,366
- -------------------------------------------------------------------------------------------------------------------------

Net change in cash and short-term investments                                                   (963)     848     (3,646)
Cash and short-term investments at beginning of year                                           3,989    3,141      6,787
- -------------------------------------------------------------------------------------------------------------------------

Cash and short-term investments at end of year                                             $   3,026    3,989      3,141
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to statutory financial statements.


FIRST COVA LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

December 31, 1997, 1996, and 1995

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

 (1)    COMPANY OWNERSHIP AND NATURE OF BUSINESS

              COMPANY OWNERSHIP

        First  Cova Life  Insurance  Company  (the  Company)  is a wholly  owned
        subsidiary of Cova Financial  Services Life Insurance  Company (CFSLIC).
        On June 1, 1995, a subsidiary of General American Life Insurance Company
        (GALIC),  a Missouri  domiciled  life insurance  company,  purchased the
        Company's  parent and its affiliates  from their previous  owner,  Xerox
        Financial  Services,  Incorporated  (XFSI), a wholly owned subsidiary of
        Xerox  Corporation,   for  approximately  $106.1  million  in  cash  and
        additional future contingent  consideration.  Following the acquisition,
        the Company's  name changed from First Xerox Life  Insurance  Company to
        First Cova Life Insurance Company.

              NATURE OF BUSINESS

        The Company is  licensed  to do  business in the state of New York.  The
        Company  markets and services  single  premium  deferred  annuities  and
        variable  annuities.  Most of the policies issued present no significant
        mortality  nor  longevity  risk to the  Company,  but  rather  represent
        investment  deposits  by  the  policyholders.  Life  insurance  policies
        provide  policy  beneficiaries  with mortality  benefits  amounting to a
        multiple, which declines with age, of the original premium.

        Under  the  deferred  annuity  contracts,  interest  rates  credited  to
        policyholder deposits are guaranteed by the Company for periods from one
        to seven  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 may also incur certain Federal income tax
        penalties on withdrawals.

        Although the Company markets its products through numerous distributors,
        including regional brokerage firms, national brokerage firms, and banks,
        approximately  58% of the Company's  sales were through  Dreyfus Service
        Organization   and  40%  through  Edward  Jones  and  Company  in  1997.
        Approximately  91% and  92% of the  Company's  sales  were  through  one
        specific brokerage firm, Advest, in 1996 and 1995, respectively.

 (2)    BASIS OF PRESENTATION

        The accompanying  statutory  financial  statements have been prepared in
        conformity with accounting  practices prescribed or permitted by the New
        York  State  Insurance  Department,  which is a  comprehensive  basis of
        accounting  other  than  generally   accepted   accounting   principles.
        Prescribed   statutory   accounting   practices   include   state  laws,
        regulations,  and general  administrative rules, as well as a variety of
        publications  of the National  Association  of  Insurance  Commissioners
        (NAIC).   Permitted   statutory   accounting   practices  encompass  all
        accounting practices that are not prescribed; such practices differ from
        state to state,  may differ from company to company within a state,  and
        may change in the  future.  All  material  transactions  recorded by the
        Company during 1997,  1996, and 1995 are in conformity  with  prescribed
        practices.

        Generally  accepted  accounting  principles  (GAAP)  differ  in  certain
        respects  from the  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 non-recognition of financial
          reinsurance  for  GAAP  reporting,   the  establishment  of  an  Asset
          Valuation  Reserve  as a  contingent  liability  based  on the  credit
          quality of the Company's  investment  securities on a statutory basis,
          and  the  establishment  of  an  Interest  Maintenance  Reserve  on  a
          statutory  basis as an unearned  liability to defer the realized gains
          and  losses of fixed  income  investments  presumably  resulting  from
          changes to  interest  rates and  amortize  them into  income  over the
          remaining  life of the  investment  sold. In addition,  adjustments to
          record the  carrying  values of debt  securities  and  certain  equity
          securities at market are applied only under GAAP reporting.

        Another  difference  arises from Federal  income taxes being  charged to
        operations  based on income that is currently  taxable.  Deferred income
        taxes  are not  provided  for the tax  effect of  temporary  differences
        between  book and tax basis of assets  and  liabilities  on a  statutory
        basis.

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

        The  following  schedules  set forth the  adjustments  to statutory  net
        income and  capital  stock and  surplus  necessary  to  present  them in
        accordance with generally accepted accounting principles (in thousands):


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             1997       1996         1995
                                                                                             ----       ----         ----
        Net income (loss):
<S>                                                                                     <C>             <C>         <C>    
           As reported under statutory accounting practices                             $    1,280      1,827       (2,032)
           Deferred acquisition costs                                                          477         48          186
           Change in reserve for policies and contracts                                        344        409        3,757
           Interest maintenance reserve                                                        122         53       (4,437)
           Deferred income taxes                                                              (827)      (642)        (925)
           Amortization of intangible assets and liabilities                                  (216)      (189)        (526)
           Other, net                                                                          421        163          252
- ---------------------------------------------------------------------------------------------------------------------------
        As reported under generally accepted accounting principles                      $    1,601      1,669       (3,725)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The Company's net loss for 1995 reported  under GAAP of $3,725  includes
        the periods from January 1, 1995 to May 31, 1995 (the  pre-sale  period)
        and June 1, 1995 to December  31,  1995 (the  post-sale  period).  These
        periods are  considered to be separate and distinct  accounting  periods
        under GAAP as the  Company was sold on June 1, 1995 (see note 1) causing
        the  Company's  GAAP balance  sheet and income  statement to be restated
        according to purchase accounting.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             1997       1996         1995
                                                                                            ----       ----         ----

        Capital stock and surplus:
<S>                                                                                     <C>            <C>          <C>   
           As reported under statutory accounting practices                             $   24,364     23,143       21,529
           Deferred acquisition costs                                                          525         48           -
           Reserves for policies and contracts                                               5,173      4,829        4,423
           Asset valuation reserve                                                           1,528      1,470        1,185
           Interest maintenance reserve                                                      1,583      1,461        1,408
           Unrealized appreciation (depreciation) of investments                             2,964     (1,470)       3,328
           Deferred income taxes                                                            (1,163)       325         (610)
           Present value of future profits                                                   3,350      5,572        5,249
           Goodwill                                                                          2,131      2,254        2,377
           Other, net                                                                           -          (5)          -
- ---------------------------------------------------------------------------------------------------------------------------
        As reported under generally accepted accounting principles                      $   40,455     37,627       38,889
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        In March 1998, the NAIC adopted the Codification of Statutory Accounting
        Principles (the Codification). The Codification will constitute the only
        source of "prescribed" statutory accounting practices. Accordingly, once
        implemented,   the  definitions  of  what  comprises  prescribed  versus
        permitted  statutory  accounting  practices may result in changes to the
        accounting  policies  that  insurance  enterprises  use to prepare their
        statutory  financial  statements.  The implementation date is ultimately
        dependent  on an insurer's  state of domicile.  The Company is currently
        evaluating  the impact of the  Codification  on its statutory  financial
        statements.

        In preparing the statutory 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.  Investment  valuation is most  affected by the use of
        estimates and assumptions.

        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  flow of  assets  and
        liabilities to change,  the Company might have to liquidate assets prior
        to their maturity and recognize a gain or a 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 such securities and the related recognition of income.

 (3)    BASIS OF VALUATION AND INCOME RECOGNITION OF INVESTED ASSETS

        Asset values are generally stated as follows:

            Investments are valued as prescribed by the NAIC.

              Bonds not backed by other loans are valued at amortized cost using
the interest method.

              Mortgage-backed  bonds, included in bonds, are valued at amortized
             cost.  Amortization of the discount or premium from the purchase of
             these  securities  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  originally  anticipated
             and the actual prepayments received and currently anticipated. When
             such differences  occur, 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).

        Mortgage  loans and  policy  loans are  stated at the  aggregate  unpaid
        principal  value.  Short-term  investments are carried at amortized cost
        which approximates fair value.

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

 (4)    REVENUE AND EXPENSE RECOGNITION

        Premiums,  annuity considerations and deposit-type funds are credited to
        revenue when collected. Expenses, including acquisition costs related to
        acquiring new business, are charged to operations as incurred.

 (5)    ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

        Life  insurance  companies are required to establish an Asset  Valuation
        Reserve  (AVR)  and an  Interest  Maintenance  Reserve  (IMR).  The  AVR
        provides for a standardized  statutory  investment valuation reserve for
        bonds, preferred stocks, short-term investments,  mortgage loans, common
        stocks,  real estate,  and other invested assets. The IMR is designed to
        defer net realized  capital gains and losses  presumably  resulting from
        changes in the level of  interest  rates in the  market and to  amortize
        them into income over the  remaining  life of the bond or mortgage  loan
        sold.

        The IMR represents the unamortized portion not yet taken into income.

 (6)    FEDERAL INCOME TAXES

        Federal  income taxes are charged to operations  based on income that is
        currently  taxable.  No  charge  to  operations  is made  nor  liability
        established for the tax effect of timing  differences  between financial
        reporting and taxable income.

        For 1997, the Company will file a consolidated Federal income tax return
        with its parent company,  CFSLIC.  The method of allocation  between the
        companies is both subject to written agreement and approval by the Board
        of  Directors.   Allocation   is  to  be  based  upon  separate   return
        calculations,  adjusted for any tax deferred intercompany  transactions,
        with  current  credit for net losses to the  extent  recoverable  in the
        consolidated  return.  Intercompany  tax  balances  are to be settled no
        later than 30 days after related returns are filed.

        Amounts  payable or  recoverable  related to periods before June 1, 1995
        are subject to an indemnification agreement with Xerox Corporation which
        has the effect that the  Company is not at risk for any income  taxes or
        entitled to recoveries related to those periods.

        The actual  Federal  income tax expense  differed  from the expected tax
        expense  computed by applying  the U.S.  Federal  statutory  rate to the
        1997,  1996,  and 1995 net gain from  operations  before  Federal income
        taxes as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                              1997                    1996                      1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                   (in thousands)

<S>                                                  <C>           <C>       <C>           <C>        <C>           <C>  
        Computed expected tax expense                $     499     35.0%     $     795     35.0%      $  (1,064)    35.0%
        Tax basis reserve adjustment                        13       .9            (30)    (1.3)            847    (27.9)
        IMR amortization                                    85      6.0             72      3.2              74     (2.4)
        Proxy tax on insurance
           acquisition costs                                33      2.3              4       .2            (455)    15.0
        Adjustment for prior years                        (127)    (8.9)            -       -                -       -
        Intangible amortization                           (376)   (26.4)          (376)   (16.6)           (126)     4.1
        Tax-exempt income, net                              -       -               -       -                -       -
        Other                                               18      1.3            (20)     (.9)           (283)     9.3
- ---------------------------------------------------------------------------------------------------------------------------
                                                     $     145     10.2%     $     445     19.6%      $  (1,007)    33.1%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The  Budget  Reconciliation  Act  of  1990  requires  life  insurers  to
        capitalize  and amortize a "proxy"  amount of policy  acquisition  costs
        beginning in 1990.  This proxy  amount is based on a  percentage  of the
        life  insurance  company's  premium  income  and  not on  actual  policy
        acquisition costs.

 (7)    INFORMATION CONCERNING PARENT AND AFFILIATES

        The  Company  was  organized  under the laws of the State of New York on
        December 31, 1992 and became licensed to do business in the State of New
        York on March 12,  1993.  The Company is a wholly  owned  subsidiary  of
        CFSLIC  (formerly Xerox Financial  Services Life Insurance  Company),  a
        Missouri domiciled life insurance  company.  On December 31, 1992, Xerox
        Financial  Services Life Insurance Company acquired Wausau  Underwriters
        Life Insurance  Company  (Wausau  Life), a stock life insurance  company
        organized  under  the laws of the state of  Wisconsin  and  licensed  to
        transact  life  insurance in Wisconsin  and New York. On April 16, 1993,
        Wausau  Life was  merged  into the  Company,  with  the  Company  as the
        surviving corporation.

        The Company  has  entered  into a service  agreement  and an  investment
        accounting  service agreement with its parent,  CFSLIC.  The Company has
        also entered into an investment  services  agreement  with Conning Asset
        Management  Company,  a Missouri  corporation  and an  affiliate  of the
        Company, pursuant to which the Company receives investment advice. Under
        the terms of the agreements,  the companies (Service  Providers) perform
        various services for the Company which include investment, underwriting,
        claims, and certain administrative  functions. The Service Providers are
        reimbursed  for their  services.  Expenses  and fees paid to  affiliated
        companies  during 1997,  1996,  and 1995 were  $339,670,  $337,994,  and
        $349,771, respectively.

 (8)    CAPITAL STOCK AND SURPLUS RESTRICTIONS

        The amount of dividends which can be paid by State of New York insurance
        companies to  shareholders is subject to prior approval of the Insurance
        Commissioner.  There  have  been no  other  restrictions  placed  on the
        unassigned surplus funds.

 (9)    FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial  Accounting  Standards No. 107, Disclosures About
        Fair Value of  Financial  Instruments  (SFAS  107),  extends  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 or market  conditions
        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,  could not be realized in the
        immediate  settlement  of the  instruments.  SFAS 107  excludes  certain
        financial   instruments  and  all  nonfinancial   instruments  from  its
        disclosure requirements.  Accordingly,  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.

              INVESTMENT SECURITIES AND MORTGAGE LOANS
              (INCLUDING MORTGAGE-BACKED SECURITIES)

        Fair value for bonds are based on quoted market prices, where available.
        For bonds not actively  traded,  fair values are estimated  using values
        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 11 for fair value
        disclosures).  As of December  31, 1997 and 1996,  the fair value of the
        Company's mortgage loans are equivalent to the carrying value.

              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 beneficiaries commence receipt of
        payments  by the  later  of  age  85 or 10  years  after  purchase,  and
        substantially all permit earlier  surrenders,  generally subject to fees
        and  adjustments.  Fair  values  for  the  Company's  liabilities  under
        investment type contracts are estimated as the amount payable on demand.
        As of December 31, 1997, the cash surrender value of policyholder  funds
        on deposit was $159,521,000 and the carrying value was $164,208,000.  As
        of December 31, 1996, the cash surrender value of policyholder  funds on
        deposit was $154,674,632 and the carrying value was $158,304,214.

(10)    LIFE AND ANNUITY ACTUARIAL RESERVES

        There  are no  deferred  fractional  premiums  on any  policies  sold or
        currently  in force.  There are no  premiums  beyond  the date of death.
        There are no required reserves for the waiver of deferred fractionals or
        refund of premiums beyond the date of death.

        Substandard  policies  are valued using a  modification  of the standard
        valuation tables based on the substandard  rating. The modification is a
        25% additional  mortality  increase of the standard table for each table
        rating.

        As of December 31, 1997, the Company had no insurance in force for which
        the gross  premiums  were less than the net  premiums  according  to the
        standard valuation set by the State of New York.

        The tabular  interest  has been  determined  from the basic data for the
calculation of policy reserves.

        Tabular  interest for funds not involving  life  contingencies  for each
        valuation  rate and  contractual  guaranteed  rate was determined as the
        statutory  amount  required to support the  required  statutory  reserve
        based on the Commissioner's annuity reserve valuation method.  Generally
        it is 1/100 of the product of such  valuation rate of interest times the
        mean funds at the  beginning  and end of the  valuation  period or issue
        date of the policy, if less.

        The life and annuity actuarial  reserves as provided in the accompanying
        statutory  financial   statements   segregated  by  type  and  valuation
        characteristics for 1997 and 1996 are given below.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                         1997        1996               Valuation                       Withdrawal
- ---------------------------------------------------------------------------------------------------------------------------
                 Type                   reserve     reserve            basic/rate                     characteristic
                                                          (in thousands)

<S>                                  <C>               <C>     <C>      <C>                                            
        Structured settlements       $     1,058       1,027   1983 IAM 8.25%                   No withdrawal permitted
        SPDA - 1 year                     11,732      11,818   CARVM 5.75% - 7.00%              Fixed surrender charge
        SPDA - 5 year                     15,030      14,320   CARVM 7.00% - 8.00%              Withdrawal limited to
                                                                                                   10% per year

        SPDA - 6 year                         37          -    CARVM 5.75%                      Market value adjustment
        SPDA - 5 year                        285          -    CARVM 7.25%                      Market value adjustment
        SPDA - 7 year                      6,027          -    CARVM 7.25%                      Market value adjustment
        Variable                              75          -    CARVM 5.50%                      Fixed surrender charge
        Ordinary life                        116         107   1958 CSO 3.5% NL                 Fixed surrender charge
        Ordinary life                         39          36   1980 CSO CRVM                    Fixed surrender charge
        Ordinary life                        243         228   1980 CSO 4.5% NO                 Fixed surrender charge
        Ordinary life                          2           2   Group conversion                 Fixed surrender charge
                                                                  excess mortality
        Ordinary life                          3           3   Guaranteed insurability          Fixed surrender charge
        Ordinary life                     18,747      19,536   1958 CSO ALB 5.5% NL             Fixed surrender charge
        Group life                        31,291      31,528   1958 CSO ALB 5.5% NL             Fixed surrender charge
        Ordinary life                     20,849      20,453   1980 CSO ANB Male                Fixed surrender charge
                                                                  5.5% NL
        Group life                        21,581      21,642   1980 CSO ANB Male                Fixed surrender charge
                                                                  5.5% NL
        Ordinary life                     18,564      18,394   1980 CSO ANB Female              Fixed surrender charge
                                                                  5.5% NL
        Group life                        19,990      20,613   1980 CSO ANB Female              Fixed surrender charge
                                                                  5.5% NL
        Miscellaneous                         16           7              -                                -
        Reinsurance ceded                 (1,477)     (1,410)             -                                -
- ---------------------------------------------------------------------------------------------------------------------------
                                     $   164,208     158,304
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(11)    INVESTMENTS

        The cost or amortized cost and estimated fair value of bonds at December
31, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      1997
                                                          Cost or        Gross         Gross       Estimated
                                                         amortized    unrealized    unrealized       fair        Carrying
                                                           cost          gains        losses         value         value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                  (in thousands)

        Bonds:

<S>                                                   <C>                   <C>                        <C>           <C>  
           Governments                                $      1,267          2             -            1,269         1,267
           Public utilities                                  7,134         13             -            7,148         7,134
           Industrial and miscellaneous                    151,337      3,261            299         154,299       151,337
- ---------------------------------------------------------------------------------------------------------------------------

        Total bonds                                   $    159,738      3,276            299         162,716       159,738
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                      1996
                                                          Cost or        Gross         Gross       Estimated
                                                         amortized    unrealized    unrealized       fair        Carrying
                                                           cost          gains        losses         value         value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                  (in thousands)
        Bonds:

           Governments                                $        764         -             (33)            731           764
           Nonguaranteed bonds -
               U.S. Government                              41,241         60           (175)         41,126        41,241
           Public utilities                                  7,789         19           (231)          7,577         7,789
           Industrial and miscellaneous                    105,916        421         (1,531)        104,806       105,916
- ---------------------------------------------------------------------------------------------------------------------------

        Total bonds                                   $    155,710        500         (1,970)        154,240       155,710
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The  amortized  cost and  estimated  fair value of bonds at December 31,
        1997,  by  contractual  maturity,  are  shown  in the  following  table.
        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 may require monthly  principal  installments and mortgagees
        may prepay principal.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                Estimated
                                                                                                 Carrying         fair
                                                                                                   value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                      (in thousands)

<S>                                                                                            <C>                   <C>
        Due in one year or less                                                                $        406          406
        Due after one year through five years                                                        26,233       26,524
        Due after five years through ten years                                                       48,743       50,070
        Due after ten years                                                                          14,662       14,961
        Mortgage-backed securities                                                                   69,694       70,755
- ---------------------------------------------------------------------------------------------------------------------------

        Total                                                                                  $    159,738      162,716
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        Approximately 56.8% of the Company's bonds are of highest quality, 35.6%
        are of high quality, and 7.6% are of medium quality based on NAIC rating
        methodology.  No  provision  was made for  possible  decline in the fair
        value of individual  bonds,  other than the  establishment of AVR, as of
        December  31,  1997  or  1996,  as  the  Company  intends  to  hold  the
        investments until such time as no significant loss would result.

        The components of net investment income were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                               1997       1996       1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                      (in thousands)

<S>                                                                                      <C>             <C>         <C>  
        Income on bonds                                                                  $    11,354     11,274      7,907
        Income on mortgage loans                                                                 786        940        373
        Income on short-term investments                                                         197        106      3,132
        Income on cash on deposit                                                                  7          4         -
        Income on policy loans                                                                 1,531      1,281      1,281
        Miscellaneous interest                                                                    -           4         -
- ---------------------------------------------------------------------------------------------------------------------------

        Total investment income                                                               13,875     13,609     12,693
        Investment expenses                                                                     (104)      (102)      (167)
- ---------------------------------------------------------------------------------------------------------------------------

        Net investment income                                                            $    13,771     13,507     12,526
- ---------------------------------------------------------------------------------------------------------------------------

        Realized capital losses:

           Bonds                                                                                (211)      (264)    (8,136)
           Short-term investments                                                                 -          -         (20)
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized losses on investments                                               $      (211)      (264)    (8,156)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        Proceeds from sales,  redemptions,  and paydowns of investments in bonds
        during 1997 were  $40,473,142.  Gross gains of $213,835 and gross losses
        of $424,506 were realized on those sales.

        Proceeds from sales,  redemptions,  and paydowns of investments in bonds
        during 1996 were $40,506,099. Gross gains of $51,375 and gross losses of
        $315,006 were realized on those sales.

        Proceeds from sales,  redemptions,  and paydowns of investments in bonds
        during  1995 were  $156,912,944.  Gross  gains of  $1,830,297  and gross
        losses of $9,966,745 were realized on those sales.

          Bonds with a carrying value of approximately  $817,610 at December 31,
          1997 were deposited with governmental authorities as required by law.

        The Company held the following individual  securities which exceeded 10%
        of capital stock and surplus as of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                               1997

           Long-term debt                         Amortized                       Long-term debt                 Amortized
             securities                             cost                            securities                     cost
- ---------------------------------------------------------------------------------------------------------------------------
                                 (in thousands)

<S>                   <C>  <C>                   <C>                                                           <C>       
        FNMA Remic Tr 1992-159 Pk                $    9,858     Salomon Inc.                                   $    4,870
        Countryside Mtg. 1993-12 A4                   8,957     American Trans Air 1996-1                           4,850
        FNMA Remic Tr 1993 Ser 54-J                   6,663     Newmont Mining Corp.                                4,084
        Community First Bankshares                    6,000     Res Funding Mtg. Svcs 1993-S26 A8                   4,009
        Time Warner                                   5,419     Union Acceptance Corp.
        Develope Div Rlty                             5,053        Senior Notes                                     4,000
        Swire Pacific Finance Ltd.                    5,003     Independent Natl Mtg. 1995-M A2                     3,998
        CS First Bost. Fin. Co. Sr                              Pru Home Mtg. Sec 1993-31 A10                       3,771
           Sec 1995-A 144AAA                          5,000     Sears Mtg. Securities 1993-7 T5                     3,751
        American Airlines                             4,984     Countrywide Mtg. Sec 1994-7 A5                      3,518
        FNMA Remic Tr 1992 Ser 124-PH                 4,965     Cox Communications Inc.                             3,352
        FHLMC Mc Mtg. Prt Crt Ser 1406-G              4,954     Pru Home Mtg. Sec 1994-20 A6                        3,066
        RJR Nabisco Inc.                              4,898     Ensearch Exploration                                3,000
        Alcoa Aluminum                                4,894     Enron Corp.                                         3,000
                                                                Telecommunications Inc.                             2,851
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                               1996

           Long-term debt                         Amortized                       Long-term debt                 Amortized
             securities                             cost                            securities                     cost
- ---------------------------------------------------------------------------------------------------------------------------
                                 (in thousands)

<S>                   <C>  <C> <C>               <C>                                      <C>                  <C>       
        FNMA Remic Tr 1996-50 A1                 $   10,456     FHLMC Mc Mtg. Prt Crt Ser 1506-G               $    4,939
        FNMA Remic Tr 1992-159 Pk                     9,821     RJR Nabisco Inc.                                    4,884
        Countryside Mtg. 1993-12 A4                   8,908     Salomon Inc.                                        4,851
        FNMA Remic Tr 1993 Ser 5/4-J                  6,641     Telecommunications Inc.                             4,728
        Time Warner                                   5,499     Nabisco, Inc.                                       4,492
        American Airlines                             5,183     Res Funding Mtg. Svcs 1993-S26 A8                   4,010
        Develope Div Rlty                             5,072     Union Acceptance Corp. Senior Notes                 4,000
        Kirby Corp.                                   5,035     Independent Nat'l Mtg. 1995-M A2                    3,998
        Swire Pacific Finance Ltd.                    5,003     Pru Home Mtg. Sec 1993-31 A10                       3,777
        CS First Bost. Fin. Co. Sr Sec
           1995-A 144AAA                              5,000     Sears Mtg. Securities 1993-7 T5                     3,741
        American Trans Air 1996-1                     5,000     FHLMC MC Mtg. Prt Crt Ser 1266-F                    3,459
        Washington Water Power Co.                    5,000     Enserch Exploration                                 3,000
        FNMA Remic Tr 1992 Ser 124-PH                 4,956     First USA Bank                                      2,967
        Alcoa Aluminum                                4,948

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


(12)    NON-ADMITTED ASSETS

        Assets must be included in the  statements of assets and  liabilities at
        admitted  asset value,  and  non-admitted  assets,  principally  agents'
        balances  greater  than 90 days past  due,  must be  excluded  through a
        charge against unassigned surplus.


FIRST COVA LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements
- --------------------------------------------------------------------------------

(13)    REINSURANCE

        In 1993, the Company entered into a reinsurance  treaty with its parent,
        CFSLIC.  The  underlying  block of business  assumed was single  premium
        whole life  policies.  Reserves  assumed at  December  31, 1997 and 1996
        approximated $131.0 million and $132.2 million, respectively.

        Wausau  Life  maintained  a  closed  block of whole  life  policies  and
        structured   settlements  which  were  ceded  100%  to  Nationwide  Life
        Insurance  Company as of the purchase date of Wausau Life,  December 31,
        1992.  Total reserves ceded to Nationwide at December 31, 1997 and 1996,
        were  $1,584,622  and  $1,409,928,  respectively.  Reinsurance  does not
        discharge the Company from its primarily liability to policyholders.

(14)    RISK-BASED CAPITAL

        The NAIC 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, 1997, the Company's  total adjusted  capital and authorized
        control level - RBC were  $25,892,685 and $2,408,857,  respectively.  At
        this level of adjusted capital, no action is required.

(15)    GUARANTY FUND ASSESSMENTS

        The  Company  participates,  along  with  all life  insurance  companies
        licensed in New York, in an association  formed to guarantee benefits to
        policyholders  of insolvent  life insurance  companies.  Under the state
        law, the Company is contingently  liable for its share of claims covered
        by the guaranty  association for insolvencies  incurred through 1997 but
        for which assessments have not yet been determined.

        The Company has not  established  an estimated  liability for unassessed
        guarantee fund claims  incurred prior to December 31, 1997 as management
        believes  that  such  assessments  are  not  material  to the  financial
        statements.

(16)    COMMITMENTS AND CONTINGENCIES

        In the  ordinary  course of business  the Company is involved in various
        legal actions for which it establishes  reserves where  appropriate.  In
        the opinion of the Company's management,  based upon the advice of legal
        counsel,  the  resolution  of such  litigation is not expected to have a
        material adverse effect on the statutory financial statements.  Under an
        indemnification  agreement  with Xerox  Corporation,  the Company is not
        liable for any litigation  expenses  arising from events occurring prior
        to the sale of the Company on June 1, 1995.



Schedule 1

FIRST COVA LIFE INSURANCE COMPANY

Schedule of Selected Financial Data from Annual Statement

Year ended December 31, 1997

(In thousands of dollars)

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

Investment income earned:

<S>                                                                                                           <C>         
    Government bonds                                                                                          $         48
    Other bonds (unaffiliated)                                                                                      11,306
    Bonds of affiliates                                                                                               -
    Preferred stocks (unaffiliated)                                                                                   -
    Preferred stocks of affiliates                                                                                    -
    Common stocks (unaffiliated)                                                                                      -
    Common stocks of affiliates                                                                                       -
    Mortgage loans                                                                                                     786
    Real estate                                                                                                       -
    Premium notes, policy loans, and liens                                                                           1,531
    Collateral loans                                                                                                  -
    Cash on hand and on deposit                                                                                          7
    Short-term investments                                                                                             197
    Other invested assets                                                                                             -
    Derivative instruments                                                                                            -
    Aggregate write-in for investment income                                                                          -
- ---------------------------------------------------------------------------------------------------------------------------

Gross investment income                                                                                             13,875

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

Real estate owned - book value less encumbrances                                                                      -

Mortgage loans - book value:

    Farm mortgages                                                                                                    -
    Residential mortgages                                                                                             -
    Commercial mortgages                                                                                             8,866

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

Total mortgage loans                                                                                                 8,866

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

Mortgage loans by standing - book value:

    Good standing                                                                                                    8,866
    Good standing with restructured terms
    Interest overdue                                                                                                  -
    Foreclosure in process                                                                                            -

Other long-term assets - statement value                                                                              -

Collateral loans                                                                                                      -

Bonds and stocks of parents, subsidiaries, and affiliates - book value:

    Bonds                                                                                                             -
    Preferred stocks                                                                                                  -
    Common stocks                                                                                                     -

                                                                                                                (Continued)
</TABLE>

Schedule 1

FIRST COVA LIFE INSURANCE COMPANY

Schedule of Selected Financial Data from Annual Statement

(In thousands of dollars)

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

Bonds and  short-term  investments  by class and  maturity:  Bonds by maturity -
    statement value:

<S>               <C>                                                                                         <C>         
       Due within 1 year or less                                                                              $     12,230
       Over 1 year through 5 years                                                                                  65,104
       Over 5 years through 10 years                                                                                75,280
       Over 10 years through 20 years                                                                               10,037
       Over 20 years                                                                                                    52
- ---------------------------------------------------------------------------------------------------------------------------

Total by maturity                                                                                                  162,703

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

    Bonds by class - statement value:

       Class 1                                                                                                      90,789
       Class 2                                                                                                      56,884
       Class 3                                                                                                      12,065
       Class 4                                                                                                        -
       Class 5                                                                                                        -
       Class 6                                                                                                        -
- ---------------------------------------------------------------------------------------------------------------------------

Total by class                                                                                                     159,738

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

Total bonds publicly traded                                                                                        119,877

Total bonds privately placed                                                                                        39,861

Preferred stocks - statement value                                                                                    -

Common stocks - market value                                                                                          -

Short-term investments - book value                                                                                  2,965

Financial options owned - statement value                                                                             -

Financial options written and in force - statement value                                                              -

Financial futures contracts open - current price                                                                      -

Cash on deposit                                                                                                         61

Life insurance in force (000's omitted):

    Industrial                                                                                                        -
    Ordinary                                                                                                            77
    Credit life                                                                                                       -
    Group life                                                                                                          93
- ---------------------------------------------------------------------------------------------------------------------------

Amount of accidental death insurance in
    force under ordinary policies                                                                                      170

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

(Continued)

Schedule 1

FIRST COVA LIFE INSURANCE COMPANY

Schedule of Selected Financial Data from Annual Statement

(In thousands of dollars)

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

Life insurance policies with disability provisions in force:

<S>                                                                                                           <C>      
    Industrial                                                                                                $       -
    Ordinary                                                                                                             2
    Credit life                                                                                                       -
    Group life                                                                                                        -

Supplementary contracts in force:

    Ordinary - not involving life contingencies                                                                          5
    Amount on deposit                                                                                                 -
    Income payable                                                                                                      32

Ordinary - involving life contingencies                                                                               -
Income payable                                                                                                        -

Group - not involving life contingencies                                                                              -
Amount on deposit                                                                                                     -
Income payable                                                                                                        -

Group - involving life contingencies                                                                                  -
Income payable                                                                                                        -

Annuities:
    Ordinary:

       Immediate  - amount of  income  payable  Deferred  - fully  paid  account
       balance 33,888 Deferred - not fully paid - account balance -

    Group:

       Immediate - amount of income payable                                                                           -
       Fully paid account balance                                                                                     -
       Not fully paid - account balance                                                                               -

    Accident and health insurance - premiums in force:

       Ordinary                                                                                                       -
       Group                                                                                                          -
       Credit                                                                                                         -

    Deposit funds and dividend accumulations:

       Deposit funds - account balance                                                                                -
       Dividend accumulations - account balance                                                                       -

    Claim payments 1996:

       Group accident and health year ended December 31, 1997:

         1997                                                                                                         -
         1996                                                                                                         -
         1995                                                                                                         -
</TABLE>


                                                                     (Continued)

Schedule 1

FIRST COVA LIFE INSURANCE COMPANY

Schedule of Selected Financial Data from Annual Statement

(In thousands of dollars)

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

    Other accident and health:

<S>      <C>                                                                                                  <C>      
         1997                                                                                                 $       -
         1996                                                                                                         -
         1995                                                                                                         -

    Other coverages that use developmental methods to calculate claims reserves:

         1997                                                                                                         -
         1996                                                                                                         -
         1995                                                                                                         -
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying independent auditors' report.




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