FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
485BPOS, 1999-04-30
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                                                            File Nos. 33-74174
                                                                      811-8306
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No. 3                                      [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 4                                                     [X]

                      (Check appropriate box or boxes.)

     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
     _______________________________________
     (Exact Name of Registrant)

     FIRST COVA LIFE INSURANCE COMPANY
     __________________________________
     (Name of Depositor)

     120 Broadway, New York, New York                              10271
     ____________________________________________________          _________
     (Address of Depositor's Principal Executive Offices)          (Zip Code)

Depositor's Telephone Number, including Area Code   (800) 469-4545

     Name and Address of Agent for Service
          Lorry J. Stensrud, President
          First Cova Life Insurance Company
          120 Broadway
          New York, NY 10271
          (800) 469-4545

     Copies to:
        Judith A. Hasenauer            and   Frances S. Cook    
        Blazzard, Grodd & Hasenauer, P.C.    First Vice President and Associate
        P.O. Box 5108                        General Counsel
        Westport, CT  06881                  First Cova Life Insurance
                                               Company
        (203) 226-7866                       120 Broadway
                                             New York, NY 10271 



It is proposed that this filing will become effective:

     _____  immediately upon filing pursuant to paragraph (b) of Rule 485
     __X__  on May 1, 1999 pursuant to paragraph (b) of Rule 485     
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on  (date)  pursuant to paragraph (a)(1) of Rule 485 

If appropriate, check the following:

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

Title of Securities Registered:
   Individual Variable Annuity Contracts



<TABLE>
<CAPTION>

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

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

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

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

Item 3.   Synopsis . . . . . . . . . . . . . . .   Summary
   
Item 4.   Condensed Financial Information  . . .   Appendix A - Condensed Financial
                                      Information     
Item 5.   General Description of Registrant,
          Depositor, and Portfolio Companies . .   Other Information - Cova; The
                                                   Separate Account; Cova
                                                   Series Trust; General American
                                                   Capital Company

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

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

Item 8.   Annuity Period . . . . . . . . . . . .   Annuity Payments
                                                   (The Income Phase)

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

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

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

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

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

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

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

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

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

Item 16.  Table of Contents. . . . . . . . . . .   Table of Contents
Item 17.  General Information and History. . . .   Company

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

Item 19.  Purchase of Securities Being Offered .   Not Applicable

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

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

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

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



                                    PART C

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

                                    PART A

                                                                       The Fixed
                                                            And Variable Annuity
                                                                      
                                                                       issued by
                                                                      
                                         FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
                                                                             and
                                                                      
                                                                 FIRST COVA LIFE
                                                               INSURANCE COMPANY
                                                                      
                                                                      
This prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
First Cova Life Insurance Company (First Cova).
                                                                      
The annuity contract has 12 investment choices - a fixed account which offers an
interest rate which is guaranteed  by First Cova,  and 11 investment  portfolios
listed below.  The 11 investment  portfolios  are part of Cova Series Trust or 
General American  Capital Company.  You can  put  your  money  in the  fixed  
account  and/or  any of  these  investment portfolios.


Cova Series Trust:                                                  

     Managed by J.P. Morgan                                         
     Investment Management Inc.:                                    
         Select Equity                                              
         Large Cap Stock                                            
         Small Cap Stock                                            
         International Equity                                       
         Quality Bond                                               
                                                                    
     Managed by Lord, Abbett & Co.:                                 
         Bond Debenture                                             
         Mid-Cap Value                                              
         Large Cap Research                                         
         Developing Growth                                          
         Lord Abbett Growth and Income                              

General American Capital Company:                                   
                                                                    
     Managed by Conning Asset                                       
     Management Company:                                            
         Money Market                                               
                              
Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It  contains  important  information  about the First Cova Fixed and
Variable Annuity Contract. 
   
To learn more about the First Cova Fixed and Variable Annuity Contract,  you can
obtain a copy of the  Statement  of  Additional  Information  (SAI) dated May 1,
1999. The SAI has been filed with the Securities and Exchange  Commission  (SEC)
and  is  legally  a  part  of the  prospectus.  The  SEC  maintains  a Web  site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page __ of this  prospectus.  For a free
copy of the SAI, call us at (800) 523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.
    

The Contracts:

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

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


May 1, 1999

                                                                     

TABLE OF CONTENTS                                         Page       
                                                                     
  INDEX OF SPECIAL TERMS                                            
                                                                     
  SUMMARY                                                           
                                                                     
  Fee Table                                                         
                                                                     
  Examples                                                          

  THE ANNUITY CONTRACT                                           
                                                                     
  ANNUITY PAYMENTS (THE INCOME PHASE)                     
                                                                     
  PURCHASE                                                       
     Purchase Payments                                       
     Allocation of Purchase Payments                                
     Accumulation Units                                             

  INVESTMENT OPTIONS                                             
     Cova Series Trust                                              
     General American Capital Company                               
     Transfers                                                      
     Dollar Cost Averaging Program                                 
     Automatic Rebalancing Program                                 
     Voting Rights                                                 
     Substitution                                                  
                                                                    
  EXPENSES                                                      
     Insurance Charges                                             
     Contract Maintenance Charge                                   
     Withdrawal Charge                                             
     Reduction or Elimination of the                                 
        Withdrawal Charge                                          
     Transfer Fee                                                  
     Income Taxes                                                  
     Investment Portfolio Expenses                                 
                                                                    
  TAXES                                                         
     Annuity Contracts in General                                  
     Qualified and Non-Qualified Contracts                         
     Withdrawals - Non-Qualified Contracts                         
     Withdrawals - Qualified Contracts                             
     Diversification                                               
                                                                     
  ACCESS TO YOUR MONEY                                   
     Systematic Withdrawal Program                          
     Suspension of Payments or Transfers

  PERFORMANCE                                            

  DEATH BENEFIT                                          
     Upon Your Death                                        
     Death of Annuitant                                     
  OTHER INFORMATION                                       
      First Cova                                             
      Year 2000
      The Separate Account                                   
      Distributor                                            
      Ownership                                              
      Beneficiary                                            
      Assignment                                             
      Financial Statements                                   
                                                               
 TABLE OF CONTENTS OF THE STATEMENT OF                         
 ADDITIONAL INFORMATION                                      
                                                                
 APPENDIX A                                                     
 Condensed Financial Information                             
                                                                
 APPENDIX B                                                     
 Performance Information
                                                                
 INDEX OF SPECIAL TERMS   
                                     
We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the contract, however,  certain technical words
or terms are  unavoidable and need an explanation.  We have  identified  the 
following as some of these words or terms.  They are  identified in the text in 
italic and the page that is indicated  here is where we believe you will find 
the best  explanation  for the word or term.
                                                       
                                                           Page 

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


SUMMARY

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

THE ANNUITY CONTRACT:

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

This contract offers 11 investment  portfolios.  These  portfolios  are designed
to offer a better  return  than the  fixed account. However, this is NOT 
guaranteed.  You can also lose your money. 

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

You can put money into any or all of the investment portfolios and the fixed 
account.  You can transfer  between  accounts up to 12 times a year without  
charge or tax implications. 

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

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

ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to receive  regular income from your annuity,  you can choose an
annuity option. Once you begin receiving regular payments, you cannot change 
your payment plan. During the income phase, you have the same investment  
choices you had during the accumulation phase. You can choose to have payments 
come from the fixed account, the investment portfolios or both. If you choose to
have any part of your payments come from the investment portfolios,  the dollar
amount of your payments may go up or down.

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

INVESTMENT OPTIONS:

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

MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT INC.
   Select Equity
   Large Cap Stock
   Small Cap Stock
   International Equity
   Quality Bond

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

MANAGED BY CONNING ASSET
MANAGEMENT COMPANY
   Money Market

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

EXPENSES:

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

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

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

  * If you take your money out, First Cova may assess a withdrawal charge which 
is equal to 7% of each payment you take out in the first and second years after
First Cova receives the payment, 5% of each payment you take out in the third, 
fourth and fifth years, and 3% of each payment you take out in the sixth and
seventh years.  After First Cova has had a purchase payment for seven years,
there is no charge by First Cova for a withdrawal of that purchase payment.

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

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

TAXES:

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

ACCESS TO YOUR MONEY:

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

DEATH BENEFIT:

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

OTHER INFORMATION:

Free Look. If you cancel the contract  within 10 days after receiving it we will
send you  whatever  your  contract is worth on the day we receive  your  request
(this  may be more or less than  your  original  payment)  without  assessing  a
withdrawal  charge.  If  you  have  purchased  the  contract  as  an  Individual
Retirement   Annuity  (IRA)  you  will  receive  back  your  purchase   payment.
(Currently, the contract is not available under an IRA until the IRA Endorsement
is approved by the State of New York Insurance Department.)

No  Probate.  In most  cases,  when you  die,  the  person  you  choose  as your
beneficiary  will  receive the death  benefit  without  going  through  probate.
However,  the avoidance of probate does not mean that the  beneficiary  will not
have tax liability as a result of receiving the death benefit.

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

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

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

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

*    First  Cova  will  automatically  readjust  the  money  between  investment
     portfolios  periodically to keep the blend you select. We call this feature
     Automatic Rebalancing.

These features may not be suitable for your particular situation.

INQUIRIES:

If you need more information about buying a contract, please contact us at:

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

If you have any other questions, please contact us at our Home Office:

120 Broadway, 10th Floor
New York, NY 10271
(800) 469-4545
(212) 766-0012
   
FIRST COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE

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

OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of               Years Since
purchase payments) (see Note 1 below)                 Payment           Charge
                                                         1                7%
                                                         2                7%
                                                         3                5%
                                                         4                5%
                                                         5                5%
                                                         6                3%
                                                         7                3%
                                                         8+               0%
    
Transfer Fee (see Note 2 below)
     No charge for first 12 transfers in a contract year; thereafter, the fee is
     $25 per transfer or, if less, 2% of the amount transferred.

CONTRACT MAINTENANCE CHARGE (see Note 3 below)      $30 per contract per year

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

<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                   Other Expenses
                                                                                   (after expense
                                                                                   reimbursement for
                                                  Management                       certain Portfolios -         Total Annual
                                                     Fees                          see Note 4 below)        Portfolio Expenses
- -------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.
<S>                                                  <C>                                  <C>                      <C> 
       Select Equity                                 .68%                                 .18%                     .86%
       Large Cap Stock                               .65%                                 .10%                     .75%
       Small Cap Stock                               .85%                                 .27%                    1.12%
       International Equity                          .80%                                 .28%                    1.08%
       Quality Bond                                  .55%                                 .10%                     .65%
- -------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.
       Bond Debenture                                 .75%                                .10%                     .85%
       Mid-Cap Value                                 1.00%                                .30%                    1.30%
       Large Cap Research                            1.00%                                .30%                    1.30%
       Developing Growth                              .90%                                .30%                    1.20%
       Lord Abbett Growth and Income*                 .65%                                .07%                     .72%
- --------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                                  .125%                                .08%                   .205%
- -------------------------------------------------------------------------------------------------------------------------------
<FN>

*    Estimated.   The  Portfolio  commenced investment operations on January 8, 
     1999.

</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

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

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

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

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

                                                                               Time Periods

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

Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.
<S>                                                    <C>                <C>                   <C>                 <C>    
       Select Equity                              (a)  $93.90         (a) $118.46           (a) $152.49         (a) $267.24
                                                  (b)  $23.90         (b) $ 73.46           (b) $125.49         (b) $267.24
       Large Cap Stock                            (a)  $92.80         (a) $115.15           (a) $146.95         (a) $256.13
                                                  (b)  $22.80         (b) $ 70.15           (b) $119.95         (b) $256.13
       Small Cap Stock                            (a)  $96.50         (a) $126.26           (a) $165.47         (a) $292.98
                                                  (b)  $26.50         (b) $ 81.26           (b) $138.47         (b) $292.98
       International Equity                       (a)  $96.10         (a) $125.06           (a) $163.48         (a) $289.07
                                                  (b)  $26.10         (b) $ 80.06           (b) $136.48         (b) $289.07
       Quality Bond                               (a)  $91.79         (a) $112.12           (a) $141.89         (a) $245.92
                                                  (b)  $21.79         (b) $ 67.12           (b) $114.89         (b) $245.92
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.
       Bond Debenture                             (a)  $93.80         (a) $118.16           (a) $151.99         (a) $266.24
                                                  (b)  $23.80         (b) $ 73.16           (b) $124.99         (b) $266.24
       Mid-Cap Value                              (a)  $98.30         (a) $131.62           (a) $174.35         (a) $310.37
                                                  (b)  $28.30         (b) $ 86.62           (b) $147.35         (b) $310.37
       Large Cap Research                         (a)  $98.30         (a) $131.62           (a) $174.35         (a) $310.37
                                                  (b)  $28.30         (b) $ 86.62           (b) $147.35         (b) $310.37
       Developing Growth                          (a)  $97.30         (a) $128.65           (a) $169.42         (a) $300.75
                                                  (b)  $27.30         (b) $ 83.65           (b) $142.42         (b) $300.75
       Lord Abbett Growth and Income              (a)  $92.49         (a) $114.24           (a) $145.43         (a) $253.08
                                                  (b)  $22.49         (b) $ 69.24           (b) $118.43         (b) $253.08
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company
       Money Market                               (a)  $87.31         (a) $98.54            (a) $119.02         (a) $119.08
                                                  (b)  $17.31         (b) $53.54            (b) $ 92.02         (b) $199.08   
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
Explanation of Fee Table

1.   After  First  Cova has had a purchase  payment  for 7 years,  there  is 
     no  charge  by First  Cova for a withdrawal  of that purchase  payment.  
     You may also have to pay income tax and a tax penalty on any money you 
     take out.  After the first year, you can take up to 10% of your total  
     purchase  payments each year without a charge from First Cova.

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

3.   During the  accumulation  phase,  First  Cova will not charge the  contract
     maintenance  charge  if the  value of your  contract  is  $50,000  or more,
     although,  if you make a complete  withdrawal,  First Cova will  charge the
     contract maintenance charge.
                                           
4.   Since May 1, 1996, an affiliate of First Cova (Cova) has been  reimbursing 
     the investment portfolios of Cova Series Trust for all operating expenses 
     (exclusive of the management fees) in excess of  approximately .10%.  
     Beginning May 1, 1999, Cova will discontinue this reimbursement arrangement 
     for the Select Equity, Small Cap Stock and International Equity Portfolios.  
     Therefore, the amounts shown above under "Other Expenses" have been restated 
     to reflect the actual expenses for these Portfolios for the year ended 
     December 31, 1998.  Also beginning May 1, 1999, Cova will reimburse the 
     Mid-Cap Value, Large Cap Research and Developing Growth Portfolios for all 
     operating expenses (exclusive of the management fees) in excess of 
     approximately .30%, instead of .10%.  This change is reflected above under 
     "Other Expenses" for these three Portfolios.  Absent  the  expense 
     reimbursement, the  percentages shown for total annual portfolio  expenses 
     for the  year ended December 31, 1998 would have been .86% for the Quality 
     Bond Portfolio, .94% for the Large Cap Stock Portfolio, .93% for the Bond 
     Debenture Portfolio, 1.68% for the Mid-Cap Value Portfolio, 1.95% for the 
     Large Cap Research Portfolio and 1.70% for the Developing  Growth Portfolio.

5.   Premium taxes are not reflected. New York does not assess premium taxes.

THERE IS AN ACCUMULATION UNIT VALUE HISTORY (CONDENSED FINANCIAL INFORMATION)
CONTAINED IN APPENDIX A.
</FN>
</TABLE>

THE ANNUITY CONTRACT

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

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case First Cova),  where the insurance company promises to pay an income to
you, in the form of annuity payments,  beginning on a designated date that is at
least one year after we issue your contract. Until you decide to begin receiving
annuity  payments,  your annuity is in the  accumulation  phase.  Once you begin
receiving annuity payments, your contract switches to the income phase.

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

The  contract  is called a variable  annuity  because  you can  choose  among 11
investment  portfolios and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract  also  depends, in part, upon  the  investment  performance  of  the  
investment portfolios you select for the income phase.

The contract also contains a fixed account. The fixed account offers an interest
rate that is  guaranteed by First Cova.  If you select the fixed  account,  your
money will be placed with the other general  assets of First Cova. If you select
the  fixed  account,  the  amount of money  you are able to  accumulate  in your
contract during the accumulation  phase depends upon the total interest credited
to your  contract.  The amount of the annuity  payments  you receive  during the
income phase from the fixed  account  portion of the contract  will remain level
for the entire income phase.

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

ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

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

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one year after we issue the contract.

Annuity Payments

You will receive annuity payments during the income phase.  In general, annuity
payments must begin by the annuitant's 90th birthday.  The annuitant is the 
person whose life we look to when we make annuity payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from:

  * the fixed account, 

  * the investment portfolio(s), or 

  * a combination of both. 

If you don't tell us otherwise,  your annuity payments will be based on the 
investment  allocations  that were in place on the annuity date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:  

   1) the value of your  contract in the  investment  portfolio(s) on the 
annuity  date, 

   2) the 3% assumed  investment  rate used in the annuity table for the 
contract, and 

   3) the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed investment rate, your 
annuity  payments will increase.  Similarly, if the actual investment rate
is less than 3%,  your  annuity payments will decrease.

Annuity  payments  are made  monthly  unless you have less than  $2,000 to apply
toward a payment  and you have not made a purchase  payment in 3 years.  In that
case,  First  Cova may  provide  your  annuity  payment  in a single  lump  sum.
Likewise,  if your annuity  payments would be less than $20 a month,  First Cova
has the right to change the frequency of payments so that your annuity  payments
are at least $20.

Annuity Options

You can choose among income plans.  We call them annuity options.  We ask you to
choose an annuity option when you purchase the contract.  You can change it at
any time before the annuity date with 30 days notice to us.  If you do not 
choose an annuity option at the time you purchase the contract, we will assume 
that you  selected  Option 2 which  provides a life  annuity with 10 years of 
guaranteed payments.
 
You can choose one of the following  annuity options or any other annuity option
acceptable to First Cova.  After annuity  payments begin,  you cannot change the
annuity option.

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

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

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

PURCHASE

Purchase Payments
   
A purchase payment is the money you give us to invest in the contract.  The 
minimum we will accept is $5,000 when the contract is purchased as a  non-
qualified  contract. If you are purchasing the contract as part of an IRA 
(Individual Retirement Annuity) the minimum we will accept is $2,000.  
(Currently, the contract is not available under an IRA  until the IRA  
Endorsement  is  approved  by the State of New York Insurance  Department.)
The maximum purchase payment we accept is $1 million  without our prior 
approval.  You can make additional purchase payments of $2,000 or more to 
either type of contract.

Allocation of Purchase Payments

When you purchase a contract,  we will  allocate  your  purchase  payment to the
fixed account and/or one or more of the investment portfolios you have selected.
If you make additional purchase payments,  we will allocate them in the same way
as your first  purchase  payment  unless you tell us otherwise.  There is a $500
minimum  allocation requirement for the fixed  account  and for each  investment
portfolio.

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

Free Look

If you change your mind about owning this contract,  you can cancel it within 10
days after  receiving it. When you cancel the contract  within this time period,
First Cova will not assess a withdrawal  charge.  You will receive back whatever
your contract is worth on the day we receive your request. If you have purchased
the contract as an IRA, we are required to give you back your  purchase  payment
if you decide to cancel your contract within 10 days after receiving it.

Accumulation Units

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

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

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

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

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

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

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

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

Example:

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

INVESTMENT OPTIONS

The contract offers 11 investment portfolios which are listed below.  Additional
investment portfolios may be available in the future.

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

Cova Series Trust

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

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

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

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

  Bond Debenture Portfolio
  Mid-Cap Value Portfolio
  Large Cap Research Portfolio
  Developing Growth Portfolio
  Lord Abbett Growth and Income Portfolio

General American Capital Company

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

  Money Market Fund

Transfers

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

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

Transfers During the Accumulation Phase.

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

1.   The minimum  amount  which you can transfer is $500 or your entire value in
     the investment portfolio or fixed account.

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

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

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

Transfers During the Income Phase.

You can only make transfers between the investment portfolios once each year. We
measure a year from the  anniversary  of the day we issued  your  contract.  You
cannot transfer from the fixed account to an investment  portfolio,  but you can
transfer  from one or more  investment  portfolios  to the fixed  account at any
time.

Dollar Cost Averaging Program

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

The minimum amount which can be transferred each month is $500. You must have at
least $6,000 in the Money Market Fund or the fixed  account,  (or the amount  
required to complete your program,  if less) in order to participate in the 
Dollar Cost Averaging Program.  Currently, First Cova does not charge for 
participating in the Dollar Cost Averaging Program.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.
First Cova may, from time to time, offer other dollar cost averaging programs 
which may have terms different from those described above.

Automatic Rebalancing Program

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

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  Currently, First Cova does not charge for participating in the 
Automatic Rebalancing Program. If you participate in the Automatic  Rebalancing
Program, the transfers made under the program are not taken into  account in  
determining  any transfer fee.

Example:

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

Voting Rights

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

Substitution

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

EXPENSES

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

Insurance Charges

Each day,  First Cova makes a deduction  for its insurance  charges.  First Cova
does this as part of its calculation of the value of the accumulation  units and
the annuity  units.  The  insurance  charge has two parts: 

   1) the mortality and expense risk premium, and 

   2) the administrative expense charge.

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge
    
During the  accumulation  phase,  you can make  withdrawals  from your contract.
First Cova keeps  track of each  purchase  payment.  Once a year after the first
year,  you  can  withdraw  up to 10% of  your  total  purchase  payments  and no
withdrawal  charge  will be  assessed  on the 10%,  if on the day you make  your
withdrawal the value of your contract is $5,000 or more.  Otherwise, unless the
purchase payment was made more than 7 years ago, the charge is:

  * 7% of each payment you take out in the first and second years after First 
Cova receives the payment, 

  * 5% of each payment you take out in the third, fourth and fifth years after 
receipt,  

     * 3% of each  payment  you take out in the sixth and  seventh  years  after
receipt, and

  * 0% thereafter.  

After First Cova has had a purchase payment for 7 years, there is no charge 
when you withdraw that purchase payment.  First Cova does not assess a 
withdrawal charge on earnings withdrawn from the contract.  Earnings are 
defined as the value in your contract minus the remaining purchase payments 
in your contract.  The withdrawal order for calculating the withdrawal charge
is shown below.

   *  10% of purchase payments free.

   *  Remaining purchase payments that are over 7 years old and not subject to 
      a withdrawal charge.

   *  Earnings in the contract free.

   *  Remaining purchase payments that are less than 7 years old and are 
      subject to a withdrawal charge.

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

When the withdrawal is for only part of the value of your contract, the 
withdrawal charge is deducted from the remaining value in your contract.

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

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

Reduction or Elimination of the Withdrawal Charge

First Cova will reduce or eliminate the amount of the withdrawal charge when the
contract is sold to an officer,  director or employee of First Cova. In no event
will elimination of the Withdrawal Charge be permitted where elimination will be
unfairly discriminatory to any person.

Transfer Fee

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

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

Income Taxes

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

Investment Portfolio Expenses

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

TAXES

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

Annuity Contracts in General

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

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

You, as the owner,  will not be taxed on increases in the value of your contract
until a  distribution  occurs - either as a withdrawal  or as annuity  payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For annuity payments, different rules apply. A portion of each annuity
payment is treated as a partial return of your purchase payments and will not be
taxed. The remaining  portion of the annuity payment will be treated as ordinary
income.  How the annuity  payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the annuity payments are expected to
be made.  Annuity payments received after you have received all of your purchase
payments are fully includible in income.
   
When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation  or certain other  entities other than a trust holding the contract 
as an agent for a natural person),  the contract will generally not be treated 
as an annuity for tax purposes.    

Qualified and Non-Qualified Contracts

If you  purchase  the  contract  as an  individual  and not under an  Individual
Retirement  Annuity  (IRA),  your  contract is  referred  to as a  non-qualified
contract.

If you  purchase the contract  under an IRA,  your  contract is referred to as a
qualified contract.  Currently, the contract is not available under an IRA until
the IRA Endorsement is approved by the State of New York Insurance Department.

Withdrawals - Non-Qualified Contracts

If you make a withdrawal  from your contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.
   
The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty.  They include any amounts: 

   (1) paid on or after the taxpayer reaches age 59 1/2; 

   (2) paid after you die;  

   (3) paid if the taxpayer becomes totally  disabled (as that term is defined 
in the Code);  

   (4) paid in a series of substantially equal payments made annually (or more 
frequently) for life or a period not exceeding life expectancy,  

   (5) paid under an immediate annuity; or 

   (6) which come from purchase payments made prior to August 14, 1982.
    
Withdrawals - Qualified Contracts

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

Diversification

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

   
Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you  exercise  over the  underlying  investments,  and not First Cova
would be considered the owner of the shares of the investment portfolios. If you
are  considered  the  owner of the  shares,  it will  result  in the loss of the
favorable tax  treatment  for the  contract.  It is unknown to what extent under
federal tax law owners are permitted to select  investment  portfolios,  to make
transfers  among the investment  portfolios or the number and type of investment
portfolios  owners may select from  without  being  considered  the owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance would generally be applied prospectively.  However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the owner of the  contract,  could be treated as the owner of
the shares of the investment portfolios.    

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

ACCESS TO YOUR MONEY

You can have access to the money in your  contract: 

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

   (2) by electing to receive annuity payments;  or 

   (3) when a death benefit is paid to your beneficiary.  

You can only make withdrawals during the accumulation phase.

When you make a complete  withdrawal  you will receive the value of the contract
on the day you made the withdrawal:

  * less any applicable withdrawal charge,

  * less any  premium  tax, and 

  * less any  contract maintenance charge.  

(See "Expenses" for a discussion of the charges.)

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

   
When you make a withdrawal, the amount of the death benefit may be reduced.  See
"Death Benefits."    
   
INCOME TAXES AND TAX PENALTIES MAY APPLY TO ANY WITHDRAWAL YOU MAKE.    

Systematic Withdrawal Program

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

Income taxes may apply to Systematic Withdrawals.

Suspension of Payments or Transfers

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

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

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

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

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

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

PERFORMANCE

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

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

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

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

DEATH BENEFIT

Upon Your Death

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

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

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

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

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

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

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

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

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

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

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

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

Death of Annuitant

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

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

OTHER INFORMATION

First Cova Life Insurance  Company (First Cova) was organized  under the laws of
the  State  of New York on  December  31,  1992.  First  Cova is a  wholly-owned
subsidiary  of Cova  Financial  Services  Life  Insurance  Company,  a  Missouri
insurance  company.  On June 1,  1995,  a  wholly-owned  subsidiary  of  General
American Life Insurance  Company purchased First Cova which on that date changed
its name to First Cova Life Insurance Company.

First Cova is  licensed  to do business only in the state of New York.
   

YEAR 2000

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

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

First Cova has  established  a separate  account,  First Cova  Variable  Annuity
Account One (Separate Account),  to hold the assets that underlie the contracts.
The Board of  Directors of First Cova  adopted a  resolution  to  establish  the
Separate  Account  under New York  insurance  law on December 31, 1992.  We have
registered the Separate Account with the Securities and Exchange Commission as a
unit  investment  trust under the  Investment  Company Act of 1940. The Separate
Account is divided into sub-accounts.

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid commissions of up to 3.5% of purchase payments.  In
addition,  under certain  circumstances,  an expense allowance of up to 2.75% of
purchase  payments may be payable.  The New York Insurance  Department has ruled
that asset based compensation is permissible under certain circumstances.  First
Cova may, in the future,  adopt an asset based compensation  program in addition
to, or in lieu of, the present compensation program.

Ownership

Owner.  You,  as the  owner of the  contract,  have  all the interest and
rights  under  the contract.  Prior to the annuity date, the owner is as
designated at the time the contract is issued, unless changed. On and 
after the annuity date, the annuitant is the owner (this may be a taxable
event). The beneficiary becomes the owner when a death benefit is payable.
When this occurs, some ownership rights may be limited.

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

Beneficiary

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

Assignment

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

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

Financial Statements

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

Table of Contents of the Statement of Additional Information

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

<TABLE>
<CAPTION>
APPENDIX A
Condensed Financial Information
Accumulation Unit Value History

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

                                                            Period                  Period
                                                         Ended 12/31/98        Ended 12/31/97
- -----------------------------------------------------------------------------------------------
Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.
Select Equity Sub-Account
<S>                                                                                   <C>   
     Beginning of Period                                  $14.05                 $11.76
     End of Period                                              16.99                  14.05
     Number of Accum. Units Outstanding                         5,207                  1,321
Small Cap Stock Sub-Account
     Beginning of Period                                       $13.49                 $10.92
     End of Period                                              12.58                  13.49
     Number of Accum. Units Outstanding                         2,679                    530
International Equity Sub-Account
     Beginning of Period                                       $11.46                 $11.14
     End of Period                                              12.89                  11.46
     Number of Accum. Units Outstanding                         6,954                  3,836
Quality Bond Sub-Account
     Beginning of Period                                       $11.16                 $10.45
     End of Period                                              11.91                  11.16
     Number of Accum. Units Outstanding                         5,759                  2,068
Large Cap Stock Sub-Account
     Beginning of Period                                       $14.89                 $12.40
     End of Period                                              19.43                  14.89
     Number of Accum. Units Outstanding                         6,695                  2,807
- -------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
Bond Debenture Sub-Account
     Beginning of Period                                       $12.88                 $11.74
     End of Period                                              13.50                  12.88
     Number of Accum. Units Outstanding                        11,913                  8,928
- -------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account                                 
     Beginning of Period                                       $11.05                  N/A 
     End of Period                                              10.44                       
     Number of Accum. Units Outstanding                         1,487                       
- -------------------------------------------------------------------------------------------------------------------
Large Cap Research Sub-Account
     Beginning of Period                                       $10.95                  N/A
     End of Period                                              11.83                       
     Number of Accum. Units Outstanding                         2,713                       
- -------------------------------------------------------------------------------------------------------------------
Developing Growth Sub-Account
     Beginning of Period                                       $10.19                  N/A
     End of Period                                              11.07                       
     Number of Accum. Units Outstanding                           167                       
- -------------------------------------------------------------------------------------------------------------------

   General American Capital Company                            
Money Market Sub-Account
     Beginning of Period                                       $11.11                  N/A
     End of Period                                              11.11
     Number of Accum. Units Outstanding                         2,161

<FN>
*    The accumulation unit values shown above for the beginning of the period
     reflect the date these accumulation units first invested in the Cova Series
     Trust investment portfolios as follows: Select Equity (3/11/97), Small Cap
     Stock (3/17/97), International Equity (3/11/97), Quality Bond (5/15/97),
     Large Cap Stock (3/11/97), Bond Debenture (5/15/97), Mid-Cap Value (3/4/98),
     Large Cap Research (3/3/98), and Developing Growth (11/23/98).  The General
     American Capital Company Money Market Sub-Account commenced investment
     operations on December 28, 1998.
</FN>
</TABLE>
    

<TABLE>
<CAPTION>
APPENDIX B
PERFORMANCE INFORMATION

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

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

PART 1 - SEPARATE ACCOUNT PERFORMANCE
   
J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser for the following
portfolios of Cova Series Trust: Select Equity,  Small Cap Stock,  International
Equity,  Quality Bond and Large Cap Stock. Lord, Abbett & Co. is the sub-adviser
for the  following  Portfolios  of Cova Series Trust:  Bond  Debenture,  Mid-Cap
Value,  Large Cap  Research and  Developing  Growth.  All of these portfolios 
began operations before December 31, 1998. As a result,  performance information
is available for the accumulation unit values investing in these portfolios.
    
 * Column A presents performance figures for the accumulation units which
reflect the insurance charges, the contract maintenance charge, the fees and
expenses of the investment portfolio, and assumes that you make a withdrawal
at the end of the period and therefore the withdrawal charge is reflected.

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

The inception  dates  shown  below  reflect  the dates the Separate Account 
first invested in the Portfolio.
   
Part 1 Cova Series Trust
Average Annual Total Return for the period ended 12/31/98:
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                    Accumulation Unit Performance
                                                                       Column A                                Column B
                                                                  (reflects all charges                   (reflects insurance
                                                                     and portfolio                            charges and
                                                                       expenses)                           portfolio expenses)
                                      Separate Account
                                      Inception Date                            since                                   since
Portfolio                             in Portfolio                  1 yr      inception                     1 yr      inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>                                      <C>   
   Select Equity                       3/11/97                      13.75%      19.09%                      20.88%      22.55%
   Small Cap Stock                     3/17/97                    (13.83)%       4.37%                     (6.74)%       8.22%
   International Equity                3/11/97                       5.35%       4.58%                      12.46%       8.38%
   Quality Bond                        5/15/97                     (0.30)%       4.13%                       6.81%       8.40%
   Large Cap Stock                     3/11/97                      23.36%      24.87%                      30.49%      28.21%
   Bond Debenture                      5/15/97                     (2.33)%       4.68%                       4.77%       8.94%
   Mid-Cap Value                       3/04/98                                (12.63)%                                 (5.54)%
   Large Cap Research                  3/03/98                                   0.90%                                   8.01%
   Developing Growth                  11/23/98                                   1.46%                                   8.57%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
PART 1 General American Capital Company Money Market Fund
Average Annual Total Return for the period ended 12/31/98:

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Accumulation Unit Performance
                                                                       Column A                                Column B
                                                                  (reflects all charges                    (reflects insurance
                                                                      and portfolio                            charges and
                                                                       expenses)                           portfolio expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                                      Separate Account
                                      Inception Date                1 yr        since                       1 yr        since
Portfolio                             in Portfolio                            inception                               inception
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>   <C>                                <C>                                       <C>  
Money Market                          12/28/98                                 (7.07)%                                   0.04%
</TABLE>


<TABLE>
<CAPTION>
PART 2 - HISTORICAL FUND PERFORMANCE

Shares of the General  American  Capital  Company Money Market Fund were offered
under the contract on May 1, 1997.  Shares of the  Select  Equity,  Small Cap  
Stock,  International  Equity, Quality Bond, Large Cap Stock and Bond Debenture
Portfolios of Cova Series Trust were offered  under the contracts on February 3,
1997 and shares of the Mid-Cap Value,  Large Cap Research and Developing Growth
Portfolios of Cova Series Trust were offered under the contracts on November 15,
1997.  However,  the Portfolios have  been in  existence  for a longer  time and
therefore  have an  investment performance  history.  In order to show how the  
historical  performance  of the Portfolios  affect  accumulation  unit  values, 
we have  developed  performance information.

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

  *  The performance figures in Column A reflect the fees and expenses paid by 
the  Portfolio. 

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

  * Column C presents performance  figures  for the  accumulation  units which 
reflect the  insurance charges as well as the fees and  expenses  of the 
Portfolio.  

Part 2 Cova Series Trust
Average Annual Total Return for the period ended 12/31/98:
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                          Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                             (reflects all charges         (reflects insurance
                                               Fund Performance                 and portfolio                 charges and
                                                   Column A                       expenses)                portfolio expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                          Portfolio
                          Inception                        since                        since                           since
Portfolio                 Date              1 yr          inception        1 yr        inception        1 yr           inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                        <C> <C>          <C>            <C>             <C>            <C>           <C>            <C>   
   Select Equity           5/1/96           22.56%         23.30%          13.75%         15.50%        20.88%         21.90%
   Small Cap Stock         5/1/96          (5.40)%          8.47%        (13.83)%          0.67%       (6.74)%          7.07%
   International Equity    5/1/96           14.07%         10.66%           5.35%          2.86%        12.46%          9.26%
   Quality Bond            5/1/96            8.37%          8.68%         (0.30)%          0.88%         6.81%          7.28%
   Large Cap Stock         5/1/96           32.31%         30.02%          23.36%         22.22%        30.49%         28.62%
   Bond Debenture          5/1/96            6.26%         13.03%         (2.33)%          5.23%         4.77%         11.63%
   Mid-Cap Value           8/20/97           1.11%          4.40%         (6.69)%        (3.40)%       (0.29)%          3.00%
   Large Cap Research      8/20/97          21.04%         14.37%          13.24%          6.57%        19.64%         12.97%
   Developing Growth       8/20/97           6.60%          8.99%         (1.20)%          1.19%         5.20%          7.59%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 General American Capital Company Money Market Fund
Average Annual Total Return for the period ended 12/31/98:
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Accumulation Unit Performance
                                                                                 Column B                         Column C
                                                                            (reflects all charges             (reflects insurance
                                                Fund Performance               and portfolio                     charges and
                                                   Column A                      expenses)                     portfolio expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                          Portfolio
                          Inception
Portfolio                 Date            1 yr      5 yrs   10 yrs       1 yr      5 yrs    10 yrs       1 yr      5 yrs   10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>  <C>         <C>       <C>    <C>         <C>       <C>       <C>        <C>        <C>      <C>  
    Money Market          10/1/87         5.62%     5.40%   5.78%       (2.18)%    1.20%     4.28%       4.22%     4.00%    4.38%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




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


                                  First Cova Life
                                     Insurance Company
                                  Attn: Variable Products
                                  120 Broadway, 10th Floor
                                  New York, New York 10271
    
Please send me, at no charge, the Statement of Additional  Information dated May
1, 1999, for The Annuity Contract issued by First Cova.


         (Please print or type and fill in all information)


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

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

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

CNY-1090 (5/99)                                      FIRST COVA VA


                              [Back Cover]

                                  COVA
                   First Cova Life Insurance Company


                              Home Office

                        120 Broadway, 10th Floor
                           New York, NY 10271
                              800-469-4545

                          Annuity Service Office

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

   
CNY-1023(5/99)    Policy Form Series CNY-672      21-VARI-NY (5/99)
    
                                   PART B

                     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, 1999 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, 1999.    


                               TABLE OF CONTENTS




                                                                Page


COMPANY                                                           

EXPERTS                                                           

LEGAL  OPINIONS                                                       

DISTRIBUTION                                                      
   
CALCULATION OF PERFORMANCE  INFORMATION                            
Total  Return                                                     
Historical  Unit  Values                                          
Reporting  Agencies                                               
Performance Information                                           

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

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

FINANCIAL  STATEMENTS                                            

                                    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, 1998 and 1997, 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, 1998, and 
the statement of assets and liabilities of the Separate Account as of December
31, 1998, and the related statement of operations for the year then ended, and
the statements of changes in net assets for the year then ended and the 
statement of changes in net assets for the period from commencement of
operations through December 31, 1997, have been included herein in reliance
upon the reports of KPMG LLP, independent certified public accountants, 
appearing  elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

                                LEGAL OPINIONS

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

                                 DISTRIBUTION

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

                            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.

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

HISTORICAL  UNIT  VALUES

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

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

REPORTING  AGENCIES

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

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

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

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

PERFORMANCE INFORMATION

The Select Equity, Small Cap Stock, Large Cap Stock, International Equity, 
Quality Bond and Bond Debenture Portfolios of Cova Series Trust were 
available under the contract starting 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. For purposes of this rule, contracts received 
in a Section 1035 exchange will be considered issued in the year of the 
exchange.  Owners should consult a tax adviser prior to purchasing  more than 
one non-qualified annuity contract in any calendar year.    

CONTRACTS  OWNED  BY  OTHER  THAN  NATURAL  PERSONS

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

TAX  TREATMENT  OF  ASSIGNMENTS AND TRANSFER OF OWNERSHIP

An  assignment, pledge or transfer of ownership of a Contract may be a taxable
event. Owners should therefore consult competent tax advisers should they wish 
to assign, pledge or transfer ownership of 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); or d) hardship withdrawals.  Participants should consult their
own tax counsel or other tax  adviser  regarding  withholding  requirements.

TAX  TREATMENT  OF  WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS

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

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

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

QUALIFIED  PLANS

The  Contracts offered herein 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 taxable income. These IRAs are subject
to  limitations  on  eligibility,  contributions,  transferability  and
distributions.  (See  "Tax  Treatment  of  Withdrawals  - Qualified Contracts"
below.)  Under  certain  conditions,  distributions  from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an  IRA.  Sales  of  Contracts  for  use  with  IRAs  are  subject  to special
requirements  imposed  by  the  Code,  including  the requirement that certain
informational  disclosure  be  given  to persons desiring to establish an IRA.
Purchasers  of  Contracts  to  be qualified as Individual Retirement Annuities
should  obtain competent tax advice as to the tax treatment and suitability of
such  an  investment.    

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).

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

Generally,  distributions  from  a  qualified plan must 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.

   
[NAME]        fcova98
[CIK]         0000917952
[CCC]         p#pdhjo4
[/MODULE]     


                        FIRST COVA LIFE INSURANCE COMPANY

                   Statutory Financial Statements and Schedule

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)



                          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, 1998 and 1997, 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,
     1998. 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 audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. 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, 1998 and 1997, or the results of its operations or its cash
     flows for each of the years in the three-year period ended December 31,
     1998.

     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, 1998 and 1997, and the results of its operations and its cash
     flow for each of the years in the three-year period ended December 31,
     1998, 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
     April 23, 1999

<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

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

                           December 31, 1998 and 1997

                        (In thousands, except share data)


                          ADMITTED ASSETS                                              1998         1997
                                                                                    -----------  -----------
<S>                                                                               <C>               <C>    
Bonds                                                                             $     58,302      159,738
Mortgage loans on real estate                                                               --        8,866
Policy loans                                                                                --       20,544
Cash and short-term investments                                                          5,894        3,026
                                                                                    -----------  -----------

             Total cash and investments                                                 64,196      192,174
                                                                                    -----------  -----------

Investment income due and accrued                                                          829        3,017
Federal income taxes recoverable                                                            --           66
Other assets                                                                                 8            9
                                                                                    -----------  -----------

             Total admitted assets excluding separate account assets                    65,033      195,266

Separate Account assets                                                                    958          421
                                                                                    -----------  -----------

             Total admitted assets                                                $     65,991      195,687
                                                                                    ===========  ===========

             LIABILITIES AND CAPITAL STOCK AND SURPLUS

Aggregate reserve for life policies and annuity contracts                         $     30,366      164,208
Supplementary contracts without life contingencies                                         288          120
Life policy and annuity contract claims                                                     (1)         726
Interest maintenance reserve                                                             3,192        1,583
General expenses due or accrued                                                             64           95
Transfers to Separate Accounts due or accrued                                              (31)         (21)
Taxes, licenses, and fees due or accrued
    excluding Federal income taxes                                                         216          220
Federal income taxes                                                                     1,393           --
Remittances and items not allocated                                                         22          (14)
Unearned investment income                                                                  --            3
Asset valuation reserve                                                                    523        1,529
Payable to parent, subsidiaries, and affiliates                                             20           35
Reinsurance payable to parent                                                            1,369        2,372
Checks outstanding                                                                         291           46
Accounts payable - security purchases                                                      480           --
                                                                                    -----------  -----------

             Total liabilities excluding separate account liabilities                   38,192      170,902

Separate Account liabilities                                                               958          421
                                                                                    -----------  -----------

             Total liabilities                                                          39,150      171,323
                                                                                    -----------  -----------

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                                                                      13,340       10,863
                                                                                    -----------  -----------

             Total capital stock and surplus                                            26,841       24,364
                                                                                    -----------  -----------

             Total liabilities and capital stock and surplus                      $     65,991      195,687
                                                                                    ===========  ===========
</TABLE>

See accompanying notes to statutory financial statements.


<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Statutory Statements of Operations

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)




                                                                                          1998          1997          1996
                                                                                       ------------  ------------   ----------
<S>                                                                                  <C>                  <C>          <C>   
Income:
    Premiums and annuity considerations                                              $    (128,883)           --           --
    Deposit-type funds                                                                         948         6,851          569
    Considerations for supplementary contracts
      without life contingencies                                                               219            54           81
    Net investment income                                                                   13,813        13,771       13,507
    Amortization of interest maintenance reserve                                              (347)         (244)        (206)
    Separate Account net gain from operations
      excluding unrealized gains or losses                                                      11            --           --
    Separate Account administration fee income                                                   9             2           --
                                                                                       ------------  ------------   ----------

             Total income                                                                 (114,230)       20,434       13,951
                                                                                       ------------  ------------   ----------

Benefits and expenses:
    Death benefits                                                                           2,471         3,294        2,691
    Annuity benefits                                                                           383           365           --
    Surrender benefits and other fund withdrawals                                           12,758         7,222        8,719
    Interest on policy or contract funds                                                        47            11           10
    Payment on supplementary contracts without
      life contingencies                                                                        62            24           12
    Increase (decrease) in aggregate reserves
      for life policies and annuity contracts                                             (134,624)        5,904         (928)
    Increase in reserve for supplementary
      contracts without life contingencies                                                     168            30           66
    Commissions on premiums, annuity
      considerations and deposit-type funds                                                     44           239           20
    Commissions and expense allowances on
      reinsurance assumed                                                                      405           423          400
    General insurance expenses                                                                 679           966          663
    Insurance taxes, licenses, and fees,
      excluding Federal income taxes                                                          (170)          142           25
    Net transfers to Separate Accounts                                                         446           388           --
    Other expenses                                                                              --             1            1
                                                                                       ------------  ------------   ----------

             Total benefits and expenses                                                  (117,331)       19,009       11,679
                                                                                       ------------  ------------   ----------

Income from operations before Federal income taxes
    and realized capital gains                                                               3,101         1,425        2,272

Federal income tax expense, excluding
     tax on capital gains                                                                      837           145          445
                                                                                       ------------  ------------   ----------

             Net gain from operations before realized capital gains                          2,264         1,280        1,827

Realized capital gains (net of tax expense of $992 in 1998 and tax benefit of
    $89 and $111 in 1997 and 1996, respectively, and net of amounts transferred
    to the IMR of $1,263, $(122),
    and $(153) in 1998, 1997, and 1996, respectively)                                           --            --           --
                                                                                       ------------  ------------   ----------

             Net income                                                              $       2,264         1,280        1,827
                                                                                       ============  ============   ==========
</TABLE>


See accompanying notes to statutory financial statements.


<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                Statutory Statements of Capital Stock and Surplus

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)


                                                                                      1998        1997          1996
                                                                                    ---------   ---------     ---------
<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 and end of year                                                          11,501      11,501        11,501
                                                                                    ---------   ---------     ---------

Unassigned surplus:
    Balance at beginning of year                                                      10,863       9,642         8,028
    Net income (loss)                                                                  2,264       1,280         1,827
    Change in reserve on account of change in valuation basis                           (781)         --            --
    Change in asset valuation reserve                                                  1,005         (59)         (285)
    Other changes in surplus in Separate Accounts Statement                              (11)         --            --
    Prior period Federal Income Tax adjustment                                            --          --            72
                                                                                    ---------   ---------     ---------

Balance at end of year                                                                13,340      10,863         9,642
                                                                                    ---------   ---------     ---------

             Total capital stock and surplus                                      $   26,841      24,364        23,143
                                                                                    =========   =========     =========
</TABLE>

See accompanying notes to statutory financial statements.

<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                        Statutory Statements of Cash Flow

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)




                                                                                      1998          1997         1996
                                                                                   -----------   ------------  ---------
<S>                                                                              <C>                  <C>        <C>   
Cash from operations:
    Premiums and annuity considerations                                          $   (128,883)            --         --
    Deposit-type funds                                                                    948          6,852        569
    Considerations for supplementary contracts without
      life contingencies                                                                  219             54         81
    Net investment income                                                              15,912         13,310     13,499
    Separate Account administration fee income                                              9              2
    Miscellaneous income                                                                   --             --         72
                                                                                   -----------   ------------  ---------
                                                                                     (111,795)        20,218     14,221
                                                                                   -----------   ------------  ---------
    Death benefits                                                                      3,196          2,842      2,716
    Surrender benefits and other fund withdrawals                                      12,758          7,222      8,719
    Other benefits to policyholders, primarily annuity benefits                           495            399         23
    Commissions, other expenses, and taxes paid,
      excluding Federal income tax                                                      1,262          1,709      1,089
    Net transfers to Separate Accounts                                                    456            409         --
    Federal income taxes paid (recovered), excluding
      tax on capital gains                                                               (622)           544        156
                                                                                   -----------   ------------  ---------

                                                                                       17,545         13,125     12,703
                                                                                   -----------   ------------  ---------
             Net cash (used in) from operations                                      (129,340)         7,093      1,518
                                                                                   -----------   ------------  ---------

Cash from investments:
    Proceeds from investments sold, matured, or repaid:
      Bonds                                                                           118,066         40,473     40,506
      Mortgage loans                                                                   11,057            364      1,316
                                                                                   -----------   ------------  ---------

             Total investment proceeds                                                129,123         40,837     41,822
                                                                                   -----------   ------------  ---------

    Taxes (paid) recovered on capital losses                                             (721)            67         84
                                                                                   -----------   ------------  ---------

Cost of investments acquired:
    Bonds                                                                              14,981         44,688     41,686
    Mortgage loans                                                                      1,500            479         --
                                                                                   -----------   ------------  ---------

             Total investments acquired                                                16,481         45,167     41,686
                                                                                   -----------   ------------  ---------

Net increase (decrease) in policy loans                                               (20,544)         1,651      1,970
                                                                                   -----------   ------------  ---------

             Net cash from (used for) investments                                     132,465         (5,914)    (1,750)
                                                                                   -----------   ------------  ---------

Cash from (used in) financing and miscellaneous sources:

    Cash provided - other                                                                 761             13      2,015
    Cash applied - other                                                               (1,018)        (2,155)      (935)
                                                                                   -----------   ------------  ---------

             Net cash from financing and miscellaneous sources                           (257)        (2,142)     1,080
                                                                                   -----------   ------------  ---------

             Net change in cash and short-term investments                              2,868           (963)       848

Cash and short-term investments at beginning of year                                    3,026          3,989      3,141
                                                                                   -----------   ------------  ---------

Cash and short-term investments at end of year                                   $      5,894          3,026      3,989
                                                                                   ===========   ============  =========
</TABLE>

See accompanying notes to statutory financial statements.


                        FIRST COVA LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


(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), which is a downstream subsidiary of General American
              Life Insurance Company (GALIC), a Missouri domiciled 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.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may 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 54% of the Company's
              sales were through Edward Jones and Company in 1998. Approximately
              58% of the Company's sales were through Dreyfus Service
              Organization in 1997 and 91% of the Company's sales were through
              one specific brokerage firm, Advest, in 1996.

(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 1998, 1997, and 1996 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.

<TABLE>
<CAPTION>
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):

                                                                             1998          1997          1996
                                                                          ------------  ------------  -----------
<S>                                                                    <C>                  <C>          <C>   
Net income (loss):
    As reported under statutory accounting practices                   $       2,264         1,280        1,827
    Deferred acquisition costs                                                    51           477           48
    Change in reserve for policies and contracts                              (4,872)          344          409
    Interest maintenance reserve                                              (1,609)          122           53
    Deferred income taxes                                                      3,003          (827)        (642)
    Amortization of intangible assets and liabilities                         (4,370)         (216)        (189)
    Gain on securities due to reinsurance recapture                            1,986            --            --
    Other, net                                                                   766           421          163
                                                                          ------------  ------------  -----------

         As reported under generally accepted accounting
             principles                                                $      (2,781)        1,601        1,669
                                                                          ============  ============  ===========

                                                                             1998          1997          1996
                                                                          ------------  ------------  -----------

Capital stock and surplus:
    As reported under statutory accounting practices                   $      26,841        24,364       23,143
    Deferred acquisition costs                                                   576           525           48
    Reserves for policies and contracts                                          301         5,173        4,829
    Asset valuation reserve                                                      523         1,528        1,470
    Interest maintenance reserve                                               3,192         1,583        1,461
    Unrealized appreciation (depreciation) of investments                        897         2,964       (1,470)
    Deferred income taxes                                                      2,191        (1,163)         325
    Present value of future profits                                              491         3,350        5,572
    Goodwill                                                                   2,009         2,131        2,254
    Other, net                                                                    --            --           (5)
                                                                          ------------  ------------  -----------

         As reported under generally accepted accounting
             principles                                                $      37,021        40,455       37,627
                                                                          ============  ============  ===========
</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 1998, 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.

<TABLE>
<CAPTION>
The actual Federal income tax expense differed from the expected tax
expense computed by applying the U.S. Federal statutory rate to the
1998, 1997, and 1996 net gain from operations before Federal income
taxes as follows:

                                             1998                       1997                       1996
                                   -------------------------  -------------------------  -------------------------
                                                                   (IN THOUSANDS)
                                   -------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>         <C>            <C>          <C>  
Computed expected tax expense    $
                                       1,085          35.0%         499         35.0%          795          35.0%
Tax basis reserve adjustment
                                          41           1.3           13           .9           (30)         (1.3)
IMR amortization                         121           3.9           85          6.0            72           3.2
Proxy tax on insurance
    acquisition costs                      3           0.1           33          2.3             4            .2
Adjustment for prior years                48           1.5         (127)        (8.9)           --           --
Intangible amortization                 (376)        (12.1)        (376)       (26.4)         (376)        (16.6)
Other                                    (85)         (2.7)          18          1.3           (20)          (.9)
                                   ------------  -----------  ------------  -----------  -------------------------

                                 $       837          27.0%         145         10.2%          445          19.6%
                                   ============  ===========  ============  ===========  =========================
</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)     TRANSACTIONS WITH AFFILIATES

        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 1998, 1997, and 1996 were $386,821, $339,670, and
        $337,994, 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, 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 may 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, 1998 and 1997, the cash
              surrender value of policyholder deposits was approximately
              $1,118,000 and $4,050,000 less than their stated carrying value.
              Of the contracts permitting surrender, substantially all provide
              the option to surrender without fee or adjustment during the 30
              days following reset of guaranteed crediting rates. The Company
              has not determined a practical method to determine the present
              value of this option.

(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, 1998, 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.

<TABLE>
<CAPTION>
The life and annuity actuarial reserves as provided in the accompanying
statutory financial statements segregated by type and valuation
characteristics for 1998 and 1997 are given below.

                                    1998       1997              VALUATION                    WITHDRAWAL
                                  ---------  ----------
          TYPE                    RESERVE     RESERVE            BASIC/RATE                 CHARACTERISTIC
                                  ---------  ----------  ---------------------------  ----------------------------
                                      (IN THOUSANDS)
<S>                             <C>          <C>         <C>                          <C>              
Structured settlements          $    1,090     1,058     1983 IAM 8.25%               No withdrawal permitted
SPDA - 1 year                       11,585    11,732     CARVM 5.75% - 7.00%          Fixed surrender charge
SPDA - 5 year                       11,867    15,030     CARVM 7.00% - 8.00%          Withdrawal limited to
                                                                                          10% per year
SPDA - 6 year                           42        37     CARVM 5.75%                  Market value adjustment
SPDA - 5 year                          314       285     CARVM 7.25%                  Market value adjustment
SPDA - 7 year                        6,249     6,027     CARVM 7.25%                  Market value adjustment
Variable                               310        75     CARVM 5.50%                  Fixed surrender charge
Ordinary life                          123       116     1958 CSO 3.5% NL             Fixed surrender charge
Ordinary life                           39        39     1980 CSO CRVM                Fixed surrender charge
Ordinary life                          249       243     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     1958 CSO ALB 5.5% NL         Fixed surrender charge
Group life                               -    31,291     1958 CSO ALB 5.5% NL         Fixed surrender charge
Ordinary life                            -    20,849     1980 CSO ANB Male            Fixed surrender charge
                                                            5.5% NL
Group life                               -    21,581     1980 CSO ANB Male            Fixed surrender charge
                                                            5.5% NL
Ordinary life                            -    18,564     1980 CSO ANB Female          Fixed surrender charge
                                                            5.5% NL
Group life                               -    19,990     1980 CSO ANB Female          Fixed surrender charge
                                                            5.5% NL
Miscellaneous                           16        16                --                           --
Reinsurance ceded                   (1,523)   (1,477)               --                           --
                                  ---------  ----------

                                $   30,366   164,208
                                  =========  ==========
</TABLE>

<TABLE>
<CAPTION>
(11)    INVESTMENTS

The cost or amortized cost and estimated fair value of bonds at December
31, 1998 and 1997 is as follows:

                                                                       1998
                                -----------------------------------------------------------------------------------
                                   COST OR           GROSS            GROSS          ESTIMATED
                                  AMORTIZED        UNREALIZED       UNREALIZED          FAIR           CARRYING
                                     COST            GAINS            LOSSES           VALUE            VALUE
                                ---------------  ---------------  ---------------  ---------------  ---------------
                                                                  (IN THOUSANDS)
<S>                          <C>                        <C>                 <C>         <C>               <C>    
Bonds:
    Governments              $          1,288              45                --           1,333             1,288
    Public utilities                    1,800              45                --           1,845             1,800
    Industrial and
    miscellaneous                      55,214           1,039               114          56,139            55,214
                                ---------------  ---------------  ---------------  ---------------  ---------------

         Total bonds         $         58,302           1,129               114          59,317            58,302
                                ===============  ===============  ===============  ===============  ===============

                                                                       1997
                                -----------------------------------------------------------------------------------
                                   COST OR           GROSS            GROSS          ESTIMATED
                                  AMORTIZED        UNREALIZED       UNREALIZED          FAIR           CARRYING
                                     COST            GAINS            LOSSES           VALUE            VALUE
                                ---------------  ---------------  ---------------  ---------------  ---------------
                                                                  (IN THOUSANDS)

Bonds:
    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
                                ===============  ===============  ===============  ===============  ===============
</TABLE>


<TABLE>
<CAPTION>
The amortized cost and estimated fair value of bonds at December 31,
1998, 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.

                                                                                                   ESTIMATED
                                                                                   CARRYING           FAIR
                                                                                    VALUE            VALUE
                                                                                ---------------  ---------------
                                                                                        (IN THOUSANDS)
<S>                                                                           <C>                          <C>
Due in one year or less                                                       $           400              404
Due after one year through five years                                                  22,175           22,859
Due after five years through ten years                                                 12,924           13,054
Due after ten years                                                                     4,470            4,667
Mortgage-backed securities                                                             18,333           18,333
                                                                                ---------------  ---------------

         Total                                                                $        58,302           59,317
                                                                                ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
Approximately 48.1% of the Company's bonds are of highest quality, 44.9%
are of high quality, and 7.0% 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, 1998 or 1997, 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:

                                                                       1998           1997            1996
                                                                   -------------  --------------  --------------
                                                                                  (IN THOUSANDS)
<S>                                                              <C>                    <C>             <C>   
Income on bonds                                                  $     11,211           11,354          11,274
Income on mortgage loans                                                  855              786             940
Income on short-term investments                                          242              197             106
Income on cash on deposit                                                   6                7               4
Income on policy loans                                                  1,588            1,531           1,281
Miscellaneous interest                                                     --               --               4
                                                                   -------------  --------------  --------------

Total investment income                                                13,902           13,875          13,609
Investment expenses                                                       (89)            (104)           (102)
                                                                   -------------  --------------  --------------

         Net investment income                                         13,813           13,771          13,507
                                                                   =============  ==============  ==============

Realized capital gains/(losses):
     Mortgages                                                            661               --              --
    Bonds                                                               1,594             (211)           (264)
    Short-term investments                                                 --               --              --
                                                                   -------------  --------------  --------------

         Net realized gains/(losses) on investments              $      2,255             (211)           (264)
                                                                   =============  ==============  ==============
</TABLE>


Proceeds from sales, redemptions, and paydowns of investments in bonds during
1998 were $118,066,396. Gross gains of $2,641,028 and gross losses of $1,046,860
were realized on those sales.

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.

Bonds with a carrying value of approximately $837,431 at December 31, 1998 were
deposited with governmental authorities as required by law.

<TABLE>
<CAPTION>
The Company held the following individual securities which exceeded 10% of
capital stock and surplus as of December 31, 1998 and 1997:

                                                     1998
- -------------------------------------------------------------------
                                                   AMORTIZED
LONG-TERM DEBT SECURITIES                            COST
                                               ------------------
                                                 (IN THOUSANDS)

<S>                                          <C>            
Community First Bankshares                   $         4,000
FNMA Remic Tr 1992 Ser 124-PH                          3,433
Countryside Mtg. 1993-12 A4                            3,211
Time Warner                                            3,200
Develop Div Rlty                                       3,019
ERAC USA Finance                                       2,998
RJR Nabisco Inc.                                       2,947
Salomon Inc.                                           2,934
</TABLE>


<TABLE>
<CAPTION>
                                                       1997
- --------------------------------------------------------------------------------------------------------------------
                                             AMORTIZED                                                  AMORTIZED
LONG-TERM DEBT SECURITIES                       COST       LONG-TERM DEBT SECURITIES                       COST
                                            -------------                                              -------------
                                                   (IN THOUSANDS)
<S>                                       <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. Senior Notes               4,000
Develop Div Rlty                                 5,053     Independent Natl Mtg. 1995-M A2                   3,998
Swire Pacific Finance Ltd.                       5,003     Pru Home Mtg. Sec 1993-31 A10                     3,771
CS First Bost. Fin. Co. Sr                                 Sears Mtg. Securities 1993-7 T5                   3,751
    Sec 1995-A 144AAA                            5,000
American Airlines                                4,984     Countrywide Mtg. Sec 1994-7 A5                    3,518
FNMA Remic Tr 1992 Ser 124 PH                              Cox Communications Inc                            3,352
                                                 4,965
FHLMC Mc Mtg. Prt Crt Ser 1406-G                           Pru Home Mtg. Sec 1994-20 A6                      3,066
                                                 4,954
RJR Nabisco Inc.                                 4,898     Ensearch Exploration                              3,000
Alcoa Aluminum                                   4,894     Enron Corp.                                       3,000
                                                           Telecommunications Inc.                           2,851
</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

                        December 31, 1998, 1997, and 1996


(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. On December 31, 1998, the reinsurance contract was
        terminated and CFSLIC recaptured all of the single premium whole life
        policies previously assumed by the Company. Reserves assumed at December
        31, 1997 approximated $131.0 million.

        Reserves ceded at December 31, 1998 and 1997, were $1,634,569 and
        $1,584,622, 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, 1998, the Company's total adjusted capital and authorized
        control level - RBC were $27,364,306 and $959,369, 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 1998 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, 1998 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. 

(17)    OTHER

        Certain 1997 and 1996 amounts have been reclassified to conform to the
        1998 presentation.


                                                                     SCHEDULE 1
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

            Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
Investment income earned:
   Government bonds                                                                         $        74
   Other bonds (unaffiliated)                                                                    11,137
   Bonds of affiliates                                                                               --
   Preferred stocks (unaffiliated)                                                                   --
   Preferred stocks of affiliates                                                                    --
   Common stocks (unaffiliated)                                                                      --
   Common stocks of affiliates                                                                       --
   Mortgage loans                                                                                   855
   Real estate                                                                                       --
   Premium notes, policy loans, and liens                                                         1,588
   Collateral loans                                                                                  --
   Cash on hand and on deposit                                                                        6
   Short-term investments                                                                           242
   Other invested assets                                                                             --
   Derivative instruments                                                                            --
   Aggregate write-in for investment income                                                          --
                                                                                              ----------

           Gross investment income                                                               13,902
                                                                                              ----------

Real estate owned - book value less encumbrances

Mortgage loans - book value:
   Farm mortgages                                                                                    --
   Residential mortgages                                                                             --
   Commercial mortgages                                                                              --
                                                                                             ----------

           Total mortgage loans                                                                      --
                                                                                             ----------

Mortgage loans by standing - book value:
   Good standing                                                                                     --
   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                                                                                     --

</TABLE>


                                                              SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
Bonds and short-term investments by class and maturity: Bonds by maturity -
   statement value:
     Due within 1 year or less                                                              $    14,593
     Over 1 year through 5 years                                                                 28,981
     Over 5 years through 10 years                                                               17,886
     Over 10 years through 20 years                                                               2,660
     Over 20 years                                                                                   --
                                                                                              ----------

           Total by maturity                                                                     64,120
                                                                                              ----------

   Bonds by class - statement value:
     Class 1                                                                                     33,873
     Class 2                                                                                     26,159
     Class 3                                                                                      4,088
     Class 4                                                                                         --
     Class 5                                                                                         --
     Class 6                                                                                         --
                                                                                              ----------

           Total by class                                                                        64,120
                                                                                              ----------

Total bonds publicly traded                                                                      40,981

Total bonds privately placed                                                                     17,321

Preferred stocks - statement value                                                                   --

Common stocks - market value                                                                         --

Short-term investments - book value                                                               5,818

Financial options owned - statement value                                                            --

Financial options written and in force - statement value                                             --

Financial futures contracts open - current price                                                     --

Cash on deposit                                                                                      76

Life insurance in force (000's omitted):
   Industrial                                                                                        --
   Ordinary                                                                                           3
   Credit life                                                                                       --
   Group life                                                                                        --
                                                                                             ----------

Amount of accidental death insurance in
   force under ordinary policies                                                                     --
                                                                                             ----------
</TABLE>

                                                               SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                              FIRST COVA LIFE INSURANCE COMPANY

                  Schedule of Selected Financial Data from Annual Statement

                                Year ended December 31, 1998

                                  (In thousands of dollars)
<S>                                                                                         <C>
Life insurance policies with disability provisions in force:
   Industrial                                                                               $        --
   Ordinary                                                                                          --
   Credit life                                                                                       --
   Group life                                                                                        --

Supplementary contracts in force:
   Ordinary - not involving life contingencies                                                        7
   Amount on deposit                                                                                 --
   Income payable                                                                                    64

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                                                       30,994
     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 1997:
     Group accident and health year ended December 31, 1998:
           1998                                                                                      --
           1997                                                                                      --
           1996                                                                                      --
</TABLE>

                                                              SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
   Other accident and health:
           1998                                                                             $        --
           1997                                                                                      --
           1996                                                                                      --

   Other coverages that use developmental methods to calculate claims reserves:
           1998                                                                                      --
           1997                                                                                      --
           1996                                                                                      --
                                                                                              ==========
</TABLE>

See accompanying independent auditors' report.



                                    PART C
                              OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

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

a.         Financial Statements
           ---------------------------------------------------------------

           The following financial statements of the Separate Account
           are included in Part B hereof:

       
       1.  Independent Auditors' Report.

       2.  Statement of Assets and Liabilities as of December 31, 1998.

       3.  Statement of Operations for the year ended December 31, 1998.  

       4.  Statement of Changes in Net Assets for the year ended December 
           31, 1998 and the period from commencement of operations through
           December 31, 1997

       5.  Notes to Financial Statements - December 31, 1998 and 1997.

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

       1.   Independent Auditors' Report.

       2.   Statutory Statements of Admitted Assets, Liabilities, and
            Capital Stock and Surplus as of December 31, 1998 and 1997.

       3.   Statutory Statements of Operations for the Years ended
            December 31, 1998, 1997, and 1996.

       4.   Statutory Statements of Capital Stock and Surplus for
            the Years ended December 31, 1998, 1997, and 1996.

       5.   Statutory Statements of Cash Flow for the Years ended 
            December 31, 1998, 1997, and 1996.

       6.   Notes to Statutory Financial Statements - December 31, 1998,
            1997, and 1996.


    b.     Exhibits
           ---------------------------------------------------------------

       1.  Resolution of Board of Directors of the Company authorizing the
           establishment of the Variable Account.*

       2.  Not Applicable.

       3.  Principal Underwriter's Agreement.*

       4.  Individual Flexible Purchase Payment Deferred Variable Annuity
           Contract.***

           (i)  Rebalancing Transfers Endorsement.**
           (ii) Automatic Withdrawals Endorsement.**
           (iii)Dollar Cost Averaging Endorsement.**

       5.  Application for Variable Annuity.**

    6.(i)  Copy of Articles of Incorporation of the Company.*
     (ii)  Copy of the Bylaws of the Company.*

       7.  Not Applicable.

       8.  Not Applicable.

       9.  Opinion and Consent of Counsel.

      10.  Consent of Independent Auditors.

      11.  Not Applicable.

      12.  Not Applicable.

      13.  Calculation of Performance Information.

      14.  Company Organizational Chart.**

      27.  Not Applicable     
  <FN>

       *  incorporated by reference to Registrant's initial filing on
          Form N-4 (File No. 811-8306) as filed on January 21, 1994.
      **  incorporated by reference to Registrant's Pre-Effective 
          Amendment No. 1 to Form N-4 (File No. 33-74174) as electronically
          filed on May 14, 1996.
     ***  incorporated by reference to Registrant's Post-Effective Amendment
          No. 2 as electronically filed on April 30, 1998.  
</FN>
</TABLE>



ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>
<S>                               <C>
Name and Principal                Positions and Offices
 Business Address                 with Depositor

Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Leonard M. Rubenstein             Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Barber                    Director
13045 Tesson Ferry Road
St. Louis, MO 63128

Norse N. Blazzard                 Director
4401 West Tradewinds Avenue 
Suite 207
Lauderdale by the Sea, FL 33308

Frances S. Cook                   Secretary
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Constance A. Doern                Vice President
1776 West Lakes Parkway
West Des Moines, IA 50266  

Francis A. Goodhue III            Director
Morgan Guaranty
9 West 57th Street
New York, NY 10019

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Executive Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Richard A. Hemmings                Director
Lord, Bissell & Brook
115 S. LaSalle Street
Chicago, IL 60603

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer
700 Market St.
St. Louis, MO 63101

James W. Koeger                   Assistant Treasurer
700 Market Street
St. Louis, MO 63101

Lisa O. Kirchner                  Vice President
1776 West Lakes Parkway
West Des Moines, IA 50266

Sum Leong                         Vice President, Chief
120 Broadway                      Administrative Officer
New York, NY 10271                and Assistant Secretary

William C. Mair                   Vice President and Director
One Tower Lane, Suite 3000       
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market St.
St. Louis, MO 63101

Thomas A. Price                   Director
Bank of New York
1 Wall Street
New York, NY 10286

Mark E. Reynolds                  Executive Vice President, Chief Financial
One Tower Lane, Suite 3000        Officer and Director
Oakbrook Terrace, IL 60181-4644

Br. Thomas J. Scanlan, F.S.C.     Director
Manhattan College
Riverdale, NY 10471

Bernard J. Spaulding              Senior Vice President and General Counsel
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Patricia M. Wersching             Assistant Treasurer
700 Market Street
St. Louis, MO 63101

Peter L. Witkewiz                 Vice President and Controller
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

</TABLE>

ITEM 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
           REGISTRANT

A company organizational chart was filed as Exhibit 14 in Registrant's 
Pre-Effective Amendment No. 1 and is incorporated herein by reference.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of March 22, 1999, there were 33 Non-Qualified Contract Owners and 6
Qualified Contract Owners.

ITEM 28.   INDEMNIFICATION


The Bylaws of the Company (Article II, Section 13) provide that:

Each person who is or was a director,  officer or employee of the Corporation or
is or was serving at the request of the  Corporation  as a director,  officer or
employee of another corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other enterprise (including the heirs, executors, administrators
or estate of such person) shall be indemnified by the Corporation as of right to
the full extent that officers and directors are permitted to be  indemnified  by
the laws of the State of New York,  as now in effect and as  hereafter  amended,
against  any  liability,  judgment,  fine,  amount paid in  settlement,  cost or
expense including attorneys' fees) asserted or threatened against or incurred by
such  person in his  capacity  as or arising  out of his  status as a  director,
officer or  employee  of the  Corporation  or if  serving at the  request of the
Corporation,  as  a  director,  officer  or  employee  of  another  corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise.
The indemnification  provided by this By-Law provision shall not be exclusive of
any other  rights to which those  indemnified  may be  entitled  under any other
By-Law or under any  agreement,  resolution  of  shareholders  or  directors  or
otherwise,  which forms of indemnification are hereby expressly authorized,  and
shall  not limit in any way any right  which  the  Corporation  may have to make
different  or further  indemnification  with  respect  to the same or  different
persons or classes of persons.  Notwithstanding the foregoing,  a director shall
not be entitled to  indemnification  for liability to the  Corporation or any of
its  shareholders  under the By-Laws or under any  agreement  or  resolution  of
shareholders  or  directors,  if such  liability  is of the  type  described  in
subsections  (i) or (ii)  of  Section  10 of the  Corporation's  Certificate  of
Incorporation and Charter.


The Corporation shall have the power, in furtherance of the provisions of this
Section 13, to apply for, purchase and maintain insurance of the type and in
such amounts as is or may hereafter be permitted by Section 726 of the Business
Corporation Law.

No payment of indemnification, advancement or allowance under Sections 721 to
726, inclusive, of the Business Corporation Law shall be made unless a notice
has been filed with the Superintendent of Insurance of the State of New York,
not less than thirty days prior to such payment, specifying the payees, the 
amounts, the manner in which such payment is authorized and the nature and 
status, at the time of such notice, of the litigation or threatened litigation.
If any action with respect to indemnification of directors and officers of the
Corporation shall be taken by resolution of directors, or by agreement or 
otherwise, a notice shall be filed with the Superintended of Insurance of the
State of New York not less than thirty days thereafter specifying the action
taken.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling persons of the 
Company pursuant to the foregoing, or otherwise, the Company has been advised 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.


ITEM 29.   PRINCIPAL UNDERWRITERS

     (a) Cova Life Sales Company is the principal underwriter for the
following investment companies (other than Registrant):

      Cova Variable Annuity Account One
      Cova Variable Annuity Account Five
      Cova Variable Life Account One
      Cova Variable Life Account Five
      Cova Variable Annuity Account Four
      General American Separate Account Twenty-Eight
      General American Separate Account Twenty-Nine

     (b)  Cova  Life  Sales  Company is the principal underwriter for the
Contracts.   The following persons are the officers and directors of Cova Life
Sales  Company.   The principal business address for each officer and director
of  Cova  Life  Sales Company is One Tower Lane, Suite 3000, Oakbrook Terrace,
Illinois 60181-4644.

<TABLE>
<CAPTION>
<S>                 <C>
Name and Principal  Positions and Offices
 Business Address   with Underwriter

Lorry J. Stensrud   Director

Patricia E. Gubbe   President, Chief Compliance Officer and Director

William C. Mair     Director

Philip A. Haley     Vice President

Frances S. Cook     Secretary

Shari Ruecker       Vice President

Mark E. Reynolds    Treasurer

James W. Koeger     Assistant Treasurer

Mark A. Kowalczyk     Vice President
</TABLE>



     (c)  Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

William Flory,  whose  address  is  One Tower Lane, Suite 3000, Oakbrook
Terrace,  Illinois  60181-4644  maintains physical possession of the accounts,
books  or  documents  of  the  Variable  Account  required to be maintained by
Section  31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder.

ITEM 31.   MANAGEMENT SERVICES

Not Applicable.

ITEM 32.     UNDERTAKINGS

     a.  Registrant hereby undertakes to file a post-effective amendment to
this  registration  statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen  (16)  months  old  for  so long as payment under the variable annuity
contracts may be accepted.

     b.  Registrant hereby undertakes to include either (1) as part of any
application  to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard  or  similar  written  communication  affixed  to  or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant hereby undertakes to deliver any Statement of Additional
Information  and  any  financial statement required to be made available under
this Form promptly upon written or oral request.

     d.  First Cova Life Insurance Company ("Company") hereby represents that 
the fees and charges deducted under the Contracts described in the Prospectus,
in the aggregate, are reasonable in relation to the services rendered, the 
expenses to be incurred and the risks assumed by the Company.


                                  SIGNATURES

As  required  by  the Securities Act of 1933 and the Investment Company Act of
1940,  the Registrant certifies that it meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Registration Statement and has 
caused this Registration Statement to be  signed  on  its  behalf, in the City
of Oakbrook Terrace, and State of Illinois on this 23rd day of March, 1999.

<TABLE>
<CAPTION>
<S>                                   <C>
                                      FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
                                      (Registrant)


                                 By: FIRST COVA LIFE INSURANCE COMPANY
                                     


                                 By:  /S/ LORRY J. STENSRUD
                                      ____________________________________



                                      FIRST COVA LIFE INSURANCE COMPANY
                                      Depositor

                                 By:  /S/ LORRY J. STENSRUD
                                      ____________________________________

</TABLE>


As  required  by  the  Securities Act of 1933, this Registration Statement has
been  signed  by  the  following  persons  in  the capacities and on the dates
indicated.


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


- ----------------------       Chairman of the Board and     ------    
Richard A. Liddy              Director                      Date

/S/ LORRY J. STENSRUD        President and Director        3/23/99
- ----------------------                                     -------
Lorry J. Stensrud                                           Date

                             
- ----------------------       Director                      ------    
Leonard M. Rubenstein                                       Date

/s/ J. Robert Hopson*        Director                      3/23/99
- ----------------------                                     -------    
J. Robert Hopson                                            Date

/s/ William C. Mair*         Controller and Director       3/23/99
- ----------------------                                     -------     
William C. Mair                                             Date

/s/ Matthew P. McCauley*     Director                      3/23/99
- ------------------------                                   -------     
Matthew P. McCauley                                         Date


                             Director                     
- ----------------------                                     -------     
John W. Barber                                              Date

/s/ Norse N. Blazzard*                                     3/23/99
- ----------------------       Director                      -------
Norse N. Blazzard                                           Date

/s/ Francis A. Goodhue III*                                 3/23/99 
- ---------------------------   Director                      -------
Francis A. Goodhue III                                       Date

/s/ Richard A. Hemmings*                                    3/23/99
- ----------------------        Director                      -------
Richard A. Hemmings                                          Date

/s/ Thomas A. Price*                                        3/23/99
- ----------------------        Director                      -------
Thomas A. Price                                              Date

/s/ Thomas J. Scanlan, FSC*                                 3/23/99
- ----------------------        Director                      -------
Thomas J. Scanlan, FSC                                       Date

/S/ MARK E. REYNOLDS                                        3/23/99
- ----------------------        Director                      -------
Mark E. Reynolds                                             Date
</TABLE>


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



                              INDEX TO EXHIBITS

EXHIBIT NO.

99.B9          Opinion and Consent of Counsel

99.B10         Consent of Independent Auditors

99.B13         Calculation of Performance Information




                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO. 3

                                      TO

                                   FORM N-4

                                     FOR

                      FIRST COVA VARIABLE ANNUITY ACCOUNT ONE




April 29, 1999



Board of Directors
First Cova Life Insurance Company
120 Broadway
New York, NY 10271

Re:     Opinion of Counsel - First Cova Variable Annuity Account One
        ------------------------------------------------------------

Gentlemen:

You  have  requested our Opinion of Counsel in connection with the filing with
the  Securities  and  Exchange  Commission  of a Post-Effective Amendment to a
Registration  Statement  on  Form  N-4  for  the Fixed and Variable Annuity 
Contracts (the "Contracts") to be issued by First Cova Life Insurance Company 
and its separate account, First Cova Variable Annuity Account One.

We  have  made  such examination of the law and have examined such records and 
documents  as  in  our  judgment  are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

1.     First Cova Variable Annuity Account One is a Unit Investment Trust as 
that term is defined in Section 4(2) of the Investment Company Act of 1940 
(the "Act"), and is currently registered with the Securities and Exchange 
Commission, pursuant to Section 8(a) of the Act.

2.     Upon the acceptance of purchase payments made by an Owner pursuant to a  
Contract  issued  in  accordance  with  the  Prospectus  contained  in  the 
Registration  Statement and upon compliance with applicable law, such an Owner 
will  have  a  legally-issued, fully paid, non-assessable contractual interest 
under such Contract.

You  may  use  this  opinion  letter,  or a copy thereof, as an exhibit to the
Registration Statement.

We  consent  to  the  reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the 
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.



By: /s/RAYMOND A. O'HARA III
    -----------------------------
    Raymond A. O'Hara III


Consent of Independent Auditors

The Board of Directors
First Cova Life Insurance Company

We consent to the use of our reports on the statutory financial statements
of First Cova Life Insurance Company (the Company) dated April 23, 1999, and
on the financial statements of the sub-accounts of First Cova Variable 
Annuity Account One dated March 1, 1999, and to the reference to our firm
under the heading "Experts" in the Statement of Additional Information, in
the Post-Effective Amendment No. 3 to the Registration Statement (Form N-4,
No. 33-74174) of First Cova Variable Annuity Account One.

                      
                                           /s/KPMG LLP
                                            KPMG LLP

Chicago, Illinois
April 29, 1999


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Standard 1 Year Return Data
As of 12/31/98

                                           Date        Transaction   Amount      Unit       Units       Transaction Units       
                                                                                 Value      Before      Units       After       
                                                                                            Transaction             Transaction 
                                                                                                                                

<S>                                           <C>   <C>                 <C>       <C>                       <C>         <C>     
LA Bond Debenture                             12/31/97 purchase         1,000.00  12.882042                 77.6274     77.6274 
                                              12/31/98 annual fee          (1.05) 13.496763     77.6274     (0.0778)    77.5496 
                                              12/31/98 surrender fee      (70.00) 13.496763     77.5496     (5.1864)    72.3632 

JPM Quality Bond                              12/31/97 purchase         1,000.00  11.155130                 89.6449     89.6449 
                                              12/31/98 annual fee          (1.07) 11.914486     89.6449     (0.0898)    89.5551 
                                              12/31/98 surrender fee      (70.00) 11.914486     89.5551     (5.8752)    83.6799 

JPM Small Cap Stock                           12/31/97 purchase         1,000.00  13.492111                 74.1174     74.1174 
                                              12/31/98 annual fee          (0.93) 12.583415     74.1174     (0.0739)    74.0435 
                                              12/31/98 surrender fee      (70.00) 12.583415     74.0435     (5.5629)    68.4806 

JPM Large Cap Stock                           12/31/97 purchase         1,000.00  14.889594                 67.1610     67.1610 
                                              12/31/98 annual fee          (1.30) 19.428714     67.1610     (0.0669)    67.0941 
                                              12/31/98 surrender fee      (70.00) 19.428714     67.0941     (3.6029)    63.4912 

JPM Select Equity                             12/31/97 purchase         1,000.00  14.053502                 71.1566     71.1566 
                                              12/31/98 annual fee          (1.21) 16.987197     71.1566     (0.0712)    71.0854 
                                              12/31/98 surrender fee      (70.00) 16.987197     71.0854     (4.1208)    66.9646 

JPM International Equity                      12/31/97 purchase         1,000.00  11.462941                 87.2376     87.2376 
                                              12/31/98 annual fee          (1.12) 12.891430     87.2376     (0.0869)    87.1507 
                                              12/31/98 surrender fee      (70.00) 12.891430     87.1507     (5.4300)    81.7207 
</TABLE>

<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

   <S>         <C>     
               1,000.00
   1,047.72    1,046.67
   1,046.67      976.67

               1,000.00
   1,068.07    1,067.00
   1,067.00      997.00

               1,000.00
     932.65      931.72
     931.72      861.72

               1,000.00
   1,304.85    1,303.55
   1,303.55    1,233.55

               1,000.00
   1,208.75    1,207.54
   1,207.54    1,137.54

               1,000.00
   1,124.62    1,123.50
   1,123.50    1,053.50
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Standard 1 Year Returns
As of 12/31/98
                                                                                 Total      Account        12/31/98 Initial     
                                                                                 Return     Value       AUV         Investment  

<S>                                                                                   <C>        <C>      <C>          <C>      
LA Bond Debenture                                                                    -2.33%      976.67   13.496763    1,000.00 
GACC Money Market                                                                                         11.109941    1,000.00 
LA Developing Growth                                                                                      11.068002    1,000.00 
LA Large Cap Research                                                                                     11.825475    1,000.00 
LA Mid-Cap Value                                                                                          10.437999    1,000.00 
JPM Quality Bond                                                                     -0.30%      997.00   11.914486    1,000.00 
JPM Small Cap Stock                                                                 -13.83%      861.72   12.583415    1,000.00 
JPM Large Cap Stock                                                                  23.36%    1,233.55   19.428714    1,000.00 
JPM Select Equity                                                                    13.75%    1,137.54   16.987197    1,000.00 
JPM International Equity                                                              5.35%    1,053.50   12.891430    1,000.00 
</TABLE>

<TABLE>
<CAPTION>
 Inception  Days Since
 Date       Inception

    <S>  <C>        <C>
    5/15/97         595
   12/28/98           3
   11/23/98          38
     3/3/98         303
     3/4/98         302
    5/15/97         595
    3/17/97         654
    3/11/97         660
    3/11/97         660
    3/11/97         660
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Standard Inception to Date Return Data
As of 12/31/98

                                           Date        Transaction   Amount      Unit       Units       Transaction Units       
                                                                                 Value      Before      Units       After       
                                                                                            Transaction             Transaction 
                                                                                                                                

<S>                                            <C>  <C>                 <C>       <C>                       <C>         <C>     
LA Bond Debenture                              5/15/97 purchase         1,000.00  11.739181                 85.1848     85.1848 
                                               5/15/98 annual fee          (1.15) 13.492811     85.1848     (0.0852)    85.0996 
                                              12/31/98 annual fee          (1.15) 13.496763     85.0996     (0.0852)    85.0144 
                                              12/31/98 surrender fee      (70.00) 13.496763     85.0144     (5.1864)    79.8280 

GACC Money Market                             12/28/98 purchase         1,000.00  11.106100                 90.0406     90.0406 
                                              12/31/98 annual fee          (1.00) 11.109941     90.0406     (0.0900)    89.9506 
                                              12/31/98 surrender fee      (70.00) 11.109941     89.9506     (6.3007)    83.6499 

LA Developing Growth                          11/23/98 purchase         1,000.00  10.194480                 98.0923     98.0923 
                                              12/31/98 annual fee          (1.09) 11.068002     98.0923     (0.0985)    97.9938 
                                              12/31/98 surrender fee      (70.00) 11.068002     97.9938     (6.3245)    91.6693 

LA Large Cap Research                           3/3/98 purchase         1,000.00  10.948763                 91.3345     91.3345 
                                              12/31/98 annual fee          (1.08) 11.825475     91.3345     (0.0913)    91.2432 
                                              12/31/98 surrender fee      (70.00) 11.825475     91.2432     (5.9194)    85.3238 

LA Mid-Cap Value                                3/4/98 purchase         1,000.00  11.049791                 90.4994     90.4994 
                                              12/31/98 annual fee          (0.94) 10.437999     90.4994     (0.0901)    90.4093 
                                              12/31/98 surrender fee      (70.00) 10.437999     90.4093     (6.7063)    83.7030 

JPM Quality Bond                               5/15/97 purchase         1,000.00  10.446609                 95.7248     95.7248 
                                               5/15/98 annual fee          (1.09) 11.366225     95.7248     (0.0959)    95.6289 
                                              12/31/98 annual fee          (1.14) 11.914486     95.6289     (0.0957)    95.5332 
                                              12/31/98 surrender fee      (70.00) 11.914486     95.5332     (5.8752)    89.6580 

JPM Small Cap Stock                            3/17/97 purchase         1,000.00  10.922871                 91.5510     91.5510 
                                               3/17/98 annual fee          (1.35) 14.721789     91.5510     (0.0917)    91.4593 
                                              12/31/98 annual fee          (1.15) 12.583415     91.4593     (0.0914)    91.3679 
                                              12/31/98 surrender fee      (70.00) 12.583415     91.3679     (5.5629)    85.8050 

JPM Large Cap Stock                            3/11/97 purchase         1,000.00  12.396556                 80.6676     80.6676 
                                               3/11/98 annual fee          (0.89) 11.087639     80.6676     (0.0803)    80.5873 
                                              12/31/98 annual fee          (1.57) 19.428714     80.5873     (0.0808)    80.5065 
                                              12/31/98 surrender fee      (70.00) 19.428714     80.5065     (3.6029)    76.9036 


JPM Select Equity                              3/11/97 purchase         1,000.00  11.761258                 85.0249     85.0249 
                                               3/11/98 annual fee          (1.31) 15.372541     85.0249     (0.0852)    84.9397 
                                              12/31/98 annual fee          (1.44) 16.987197     84.9397     (0.0848)    84.8549 
                                              12/31/98 surrender fee      (70.00) 16.987197     84.8549     (4.1208)    80.7341 

JPM International Equity                       3/11/97 purchase         1,000.00  11.144845                 89.7276     89.7276 
                                               3/11/98 annual fee          (1.12) 12.474291     89.7276     (0.0898)    89.6378 
                                              12/31/98 annual fee          (1.16) 12.891430     89.6378     (0.0900)    89.5478 
                                              12/31/98 surrender fee      (70.00) 12.891430     89.5478     (5.4300)    84.1178 
</TABLE>

<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

   <S>         <C>     
               1,000.00
   1,149.38    1,148.23
   1,148.57    1,147.42
   1,147.42    1,077.42

               1,000.00
   1,000.35      999.35
     999.35      929.35

               1,000.00
   1,085.69    1,084.60
   1,084.60    1,014.60

               1,000.00
   1,080.07    1,078.99
   1,078.99    1,008.99

               1,000.00
     944.63      943.69
     943.69      873.69

               1,000.00
   1,088.03    1,086.94
   1,139.37    1,138.23
   1,138.23    1,068.23

               1,000.00
   1,347.79    1,346.44
   1,150.87    1,149.72
   1,149.72    1,079.72

               1,000.00
     894.41      893.52
   1,565.71    1,564.14
   1,564.14    1,494.14


               1,000.00
   1,307.05    1,305.74
   1,442.89    1,441.45
   1,441.45    1,371.45

               1,000.00
   1,119.29    1,118.17
   1,155.56    1,154.40
   1,154.40    1,084.40
</TABLE>

<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Standard Inception to Date Returns
As of 12/31/98
                                                                     Annualized
                                                                     Total       Total      Account        12/31/98 Initial     
                                                                     Return      Return     Value       AUV         Investment  

<S>                                                                        <C>        <C>      <C>        <C>          <C>      
LA Bond Debenture                                                          4.68%      7.74%    1,077.42   13.496763    1,000.00 
GACC Money Market                                                                    -7.07%      929.35   11.109941    1,000.00 
LA Developing Growth                                                                  1.46%    1,014.60   11.068002    1,000.00 
LA Large Cap Research                                                                 0.90%    1,008.99   11.825475    1,000.00 
LA Mid-Cap Value                                                                    -12.63%      873.69   10.437999    1,000.00 
JPM Quality Bond                                                           4.13%      6.82%    1,068.23   11.914486    1,000.00 
JPM Small Cap Stock                                                        4.37%      7.97%    1,079.72   12.583415    1,000.00 
JPM Large Cap Stock                                                       24.87%     49.41%    1,494.14   19.428714    1,000.00 
JPM Select Equity                                                         19.09%     37.15%    1,371.45   16.987197    1,000.00 
JPM International Equity                                                   4.58%      8.44%    1,084.40   12.891430    1,000.00 
</TABLE>

<TABLE>
<CAPTION>
 Inception  Days Since
 Date       Inception

    <S>  <C>        <C>
    5/15/97         595
   12/28/98           3
   11/23/98          38
     3/3/98         303
     3/4/98         302
    5/15/97         595
    3/17/97         654
    3/11/97         660
    3/11/97         660
    3/11/97         660
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Non-Standard 1 Year Return Data
As of 12/31/98

                                           Date        Transaction   Amount      Unit       Units       Transaction Units       
                                                                                 Value      Before      Units       After       
                                                                                            Transaction             Transaction 
                                                                                                                                

<S>                                           <C>   <C>                 <C>       <C>                       <C>         <C>     
LA Bond Debenture                             12/31/97 purchase         1,000.00  12.882042                 77.6274     77.6274 
                                              12/31/98 annual fee                 13.496763     77.6274                 77.6274 
                                              12/31/98 surrender fee              13.496763     77.6274                 77.6274 

JPM Quality Bond                              12/31/97 purchase         1,000.00  11.155130                 89.6449     89.6449 
                                              12/31/98 annual fee                 11.914486     89.6449                 89.6449 
                                              12/31/98 surrender fee              11.914486     89.6449                 89.6449 

JPM Small Cap Stock                           12/31/97 purchase         1,000.00  13.492111                 74.1174     74.1174 
                                              12/31/98 annual fee                 12.583415     74.1174                 74.1174 
                                              12/31/98 surrender fee              12.583415     74.1174                 74.1174 

JPM Large Cap Stock                           12/31/97 purchase         1,000.00  14.889594                 67.1610     67.1610 
                                              12/31/98 annual fee                 19.428714     67.1610                 67.1610 
                                              12/31/98 surrender fee              19.428714     67.1610                 67.1610 

JPM Select Equity                             12/31/97 purchase         1,000.00  14.053502                 71.1566     71.1566 
                                              12/31/98 annual fee                 16.987197     71.1566                 71.1566 
                                              12/31/98 surrender fee              16.987197     71.1566                 71.1566 

JPM International Equity                      12/31/97 purchase         1,000.00  11.462941                 87.2376     87.2376 
                                              12/31/98 annual fee                 12.891430     87.2376                 87.2376 
                                              12/31/98 surrender fee              12.891430     87.2376                 87.2376 
</TABLE>

<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction
   <S>         <C>     
               1,000.00
   1,047.72    1,047.72
   1,047.72    1,047.72

               1,000.00
   1,068.07    1,068.07
   1,068.07    1,068.07

               1,000.00
     932.65      932.65
     932.65      932.65

               1,000.00
   1,304.85    1,304.85
   1,304.85    1,304.85

               1,000.00
   1,208.75    1,208.75
   1,208.75    1,208.75

               1,000.00
   1,124.62    1,124.62
   1,124.62    1,124.62
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Non-Standard 1 Year Returns
As of 12/31/98
                                                                                 Total      Account        12/31/98 Initial     
                                                                                 Return     Value       AUV         Investment  

<S>                                                                                   <C>      <C>        <C>          <C>      
LA Bond Debenture                                                                     4.77%    1,047.72   13.496763    1,000.00 
GACC Money Market                                                                                         11.109941    1,000.00 
LA Developing Growth                                                                                      11.068002    1,000.00 
LA Large Cap Research                                                                                     11.825475    1,000.00 
LA Mid-Cap Value                                                                                          10.437999    1,000.00 
JPM Quality Bond                                                                      6.81%    1,068.07   11.914486    1,000.00 
JPM Small Cap Stock                                                                  -6.74%      932.65   12.583415    1,000.00 
JPM Large Cap Stock                                                                  30.49%    1,304.85   19.428714    1,000.00 
JPM Select Equity                                                                    20.88%    1,208.75   16.987197    1,000.00 
JPM International Equity                                                             12.46%    1,124.62   12.891430    1,000.00 
</TABLE>

<TABLE>
<CAPTION>
 Inception  Days Since
 Date       Inception

    <S>  <C>        <C>
    5/15/97         595
   12/28/98           3
   11/23/98          38
     3/3/98         303
     3/4/98         302
    5/15/97         595
    3/17/97         654
    3/11/97         660
    3/11/97         660
    3/11/97         660
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Non-Standard Inception to Date Return Data
As of 12/31/98

                                           Date        Transaction   Amount      Unit       Units       Transaction Units       
                                                                                 Value      Before      Units       After       
                                                                                            Transaction             Transaction 
                                                                                                                                

<S>                                            <C>  <C>                 <C>       <C>                       <C>         <C>     
LA Bond Debenture                              5/15/97 purchase         1,000.00  11.739181                 85.1848     85.1848 
                                               5/15/98 annual fee                 13.492811     85.1848                 85.1848 
                                              12/31/98 annual fee                 13.496763     85.1848                 85.1848 
                                              12/31/98 surrender fee              13.496763     85.1848                 85.1848 

GACC Money Market                             12/28/98 purchase         1,000.00  11.106100                 90.0406     90.0406 
                                              12/31/98 annual fee                 11.109941     90.0406                 90.0406 
                                              12/31/98 surrender fee              11.109941     90.0406                 90.0406 

LA Developing Growth                          11/23/98 purchase         1,000.00  10.194480                 98.0923     98.0923 
                                              12/31/98 annual fee                 11.068002     98.0923                 98.0923 
                                              12/31/98 surrender fee              11.068002     98.0923                 98.0923 

LA Large Cap Research                           3/3/98 purchase         1,000.00  10.948763                 91.3345     91.3345 
                                              12/31/98 annual fee                 11.825475     91.3345                 91.3345 
                                              12/31/98 surrender fee              11.825475     91.3345                 91.3345 

LA Mid-Cap Value                                3/4/98 purchase         1,000.00  11.049791                 90.4994     90.4994 
                                              12/31/98 annual fee                 10.437999     90.4994                 90.4994 
                                              12/31/98 surrender fee              10.437999     90.4994                 90.4994 

JPM Quality Bond                               5/15/97 purchase         1,000.00  10.446609                 95.7248     95.7248 
                                               5/15/98 annual fee                 11.366225     95.7248                 95.7248 
                                              12/31/98 annual fee                 11.914486     95.7248                 95.7248 
                                              12/31/98 surrender fee              11.914486     95.7248                 95.7248 

JPM Small Cap Stock                            3/17/97 purchase         1,000.00  10.922871                 91.5510     91.5510 
                                               3/17/98 annual fee                 14.721789     91.5510                 91.5510 
                                              12/31/98 annual fee                 12.583415     91.5510                 91.5510 
                                              12/31/98 surrender fee              12.583415     91.5510                 91.5510 

JPM Large Cap Stock                            3/11/97 purchase         1,000.00  12.396556                 80.6676     80.6676 
                                               3/11/98 annual fee                 11.087639     80.6676                 80.6676 
                                              12/31/98 annual fee                 19.428714     80.6676                 80.6676 
                                              12/31/98 surrender fee              19.428714     80.6676                 80.6676 


JPM Select Equity                              3/11/97 purchase         1,000.00  11.761258                 85.0249     85.0249 
                                               3/11/98 annual fee                 15.372541     85.0249                 85.0249 
                                              12/31/98 annual fee                 16.987197     85.0249                 85.0249 
                                              12/31/98 surrender fee              16.987197     85.0249                 85.0249 

JPM International Equity                       3/11/97 purchase         1,000.00  11.144845                 89.7276     89.7276 
                                               3/11/98 annual fee                 12.474291     89.7276                 89.7276 
                                              12/31/98 annual fee                 12.891430     89.7276                 89.7276 
                                              12/31/98 surrender fee              12.891430     89.7276                 89.7276 
</TABLE>

<TABLE>
<CAPTION>
 Account     Account
 Value       Value
 Before      After
 Transaction Transaction

   <S>         <C>     
               1,000.00
   1,149.38    1,149.38
   1,149.72    1,149.72
   1,149.72    1,149.72

               1,000.00
   1,000.35    1,000.35
   1,000.35    1,000.35

               1,000.00
   1,085.69    1,085.69
   1,085.69    1,085.69

               1,000.00
   1,080.07    1,080.07
   1,080.07    1,080.07

               1,000.00
     944.63      944.63
     944.63      944.63

               1,000.00
   1,088.03    1,088.03
   1,140.51    1,140.51
   1,140.51    1,140.51

               1,000.00
   1,347.79    1,347.79
   1,152.02    1,152.02
   1,152.02    1,152.02

               1,000.00
     894.41      894.41
   1,567.27    1,567.27
   1,567.27    1,567.27


               1,000.00
   1,307.05    1,307.05
   1,444.33    1,444.33
   1,444.33    1,444.33

               1,000.00
   1,119.29    1,119.29
   1,156.72    1,156.72
   1,156.72    1,156.72
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Non-Standard Inception to Date Returns
As of 12/31/98
                                                                     Annualized
                                                                     Total       Total      Account        12/31/98 Initial     
                                                                     Return      Return     Value       AUV         Investment  

<S>                                                                        <C>       <C>       <C>        <C>          <C>      
LA Bond Debenture                                                          8.94%     14.97%    1,149.72   13.496763    1,000.00 
GACC Money Market                                                                     0.04%    1,000.35   11.109941    1,000.00 
LA Developing Growth                                                                  8.57%    1,085.69   11.068002    1,000.00 
LA Large Cap Research                                                                 8.01%    1,080.07   11.825475    1,000.00 
LA Mid-Cap Value                                                                     -5.54%      944.63   10.437999    1,000.00 
JPM Quality Bond                                                           8.40%     14.05%    1,140.51   11.914486    1,000.00 
JPM Small Cap Stock                                                        8.22%     15.20%    1,152.02   12.583415    1,000.00 
JPM Large Cap Stock                                                       28.21%     56.73%    1,567.27   19.428714    1,000.00 
JPM Select Equity                                                         22.55%     44.43%    1,444.33   16.987197    1,000.00 
                                                                           8.38%     15.67%    1,156.72   12.891430    1,000.00 
</TABLE>

<TABLE>
<CAPTION>
 Inception  Days Since
 Date       Inception

    <S>  <C>        <C>
    5/15/97         595
   12/28/98           3
   11/23/98          38
     3/3/98         303
     3/4/98         302
    5/15/97         595
    3/17/97         654
    3/11/97         660
    3/11/97         660
    3/11/97         660
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Pro Forma 1 Year Returns
As of 12/31/98

                                                                                            Less:       1 Year      Less:
                                           Portfolio   Sub-Account               1 Year     M & E /     Non-        Annual      
                                           Incept      Incept                    Portfolio  Admin       Standard    Contract    
                                           Date        Date                      Return     Fees        Return      Fee         
                                           --------------------------            -----------------------------------------------

<S>                                            <C>  <C>     <C>   <C>                 <C>         <C>         <C>         <C>   
LA Developing Growth                           8/20/97      11/23/98                  6.60%       1.40%       5.20%       0.10% 
LA Large Cap Research                          8/20/97        3/3/98                 21.04%       1.40%      19.64%       0.10% 
LA Mid-Cap Value                               8/20/97        3/4/98                  1.11%       1.40%      -0.29%       0.10% 
GACC Money Market                              10/1/87      12/28/98                  5.62%       1.40%       4.22%       0.10% 
</TABLE>

<TABLE>
<CAPTION>
 Less:      1 Year
 Withdrawal Standard
 Fee        Return
- ------------------------

      <S>         <C>  
      6.30%      -1.20%
      6.30%      13.24%
      6.30%      -6.69%
      6.30%      -2.18%
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Pro Forma 1 Year Returns
As of 12/31/98
                                                                                                        Incept
                                                                                 Incept     Less:       Annualized  Less:       
                                           Portfolio   Sub-Account               Annualized M & E /     Non-        Annual      
                                           Incept      Incept                    Portfolio  Admin       Standard    Contract    
                                           Date        Date                      Return     Fees        Return      Fee         
                                           --------------------------            -----------------------------------------------

<S>                                            <C>  <C>     <C>   <C>                 <C>         <C>         <C>         <C>   
GACC Money Market                              10/1/87      12/28/98                  5.40%       1.40%       4.00%       0.10% 
</TABLE>

<TABLE>
<CAPTION>
            Incept
 Less:      Annualized
 Withdrawal Standard
 Fee        Return
- ------------------------

      <S>         <C>  
      2.70%       1.20%
</TABLE>


<TABLE>
<CAPTION>
First Cova Variable Annuity Account One
Pro Forma Inception to Date Returns
As of 12/31/98
                                                                                                        Incept
                                                                                 Incept     Less:       Annualized  Less:       
                                           Portfolio   Sub-Account               Annualized M & E /     Non-        Annual      
                                           Incept      Incept                    Portfolio  Admin       Standard    Contract    
                                           Date        Date                      Return     Fees        Return      Fee         
                                           --------------------------            -----------------------------------------------

<S>                                             <C> <C>      <C>  <C>                <C>          <C>        <C>          <C>   
LA Bond Debenture                               5/1/96       5/15/97                 13.03%       1.40%      11.63%       0.10% 
LA Developing Growth                           8/20/97      11/23/98                  8.99%       1.40%       7.59%       0.10% 
LA Large Cap Research                          8/20/97        3/3/98                 14.37%       1.40%      12.97%       0.10% 
LA Mid-Cap Value                               8/20/97        3/4/98                  4.40%       1.40%       3.00%       0.10% 
JPM Quality Bond                                5/1/96       5/15/97                  8.68%       1.40%       7.28%       0.10% 
JPM Small Cap Stock                             5/1/96       3/17/97                  8.47%       1.40%       7.07%       0.10% 
JPM Large Cap Stock                             5/1/96       3/11/97                 30.02%       1.40%      28.62%       0.10% 
JPM Select Equity                               5/1/96       3/11/97                 23.30%       1.40%      21.90%       0.10% 
JPM International Equity                        5/1/96       3/11/97                 10.66%       1.40%       9.26%       0.10% 
GACC Money Market                              10/1/87      12/28/98                  5.78%       1.40%       4.38%       0.10% 
</TABLE>

<TABLE>
<CAPTION>
            Incept
 Less:      Annualized
 Withdrawal Standard
 Fee        Return
- ------------------------

      <S>         <C>  
      6.30%       5.23%
      6.30%       1.19%
      6.30%       6.57%
      6.30%      -3.40%
      6.30%       0.88%
      6.30%       0.67%
      6.30%      22.22%
      6.30%      15.50%
      6.30%       2.86%
                  4.28%
</TABLE>






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