Metlife Investors Variable Life Account Five – ‘S-6EL24’ on 10/9/97

As of:  Thursday, 10/9/97   ·   Accession #:  928389-97-216   ·   File #:  333-37559

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Registration Statement of a Unit Investment Trust   —   Form S-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-6EL24     Registration Statement of a Unit Investment Trust     57±   221K 
 2: EX-99.A1    Resolutions                                            2±    12K 
 4: EX-99.A10   Application                                            9±    26K 
 5: EX-99.A11   Powers of Attorney                                     2±    11K 
 3: EX-99.A5    Contract                                              29±    94K 

S-6EL24   —   Registration Statement of a Unit Investment Trust
Document Table of Contents

                                       Registration  No.  333-
----------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
 OF SECURITIES OF UNIT INVESTMENT TRUSTS
 REGISTERED ON FORM N-8B-2

A.  Cova  Variable  Life  Account  Five                                         
(Exact  Name  of  Trust)                                                

B.  Cova  Financial Life  Insurance  Company                                    
(Name  of  Depositor)                                                   

C.  573 Anton Boulevard                                                         
Costa Mesa, California 92626                                            
(Complete  address  of  depositor's  principal  executive  offices)     

D.  Name  and  complete  address  of  agent  for  service:                      
Lorry  J.  Stensrud,  President                                         
Cova  Financial Life  Insurance  Company                                
One  Tower  Lane,  Suite  3000                                          
Oakbrook  Terrace,  Illinois  60181-4644                                
(800)  523-1661                                                         

Copies  to:                                                             

Judith A. Hasenauer                and Frances S. Cook                  
Blazzard, Grodd & Hasenauer, P.C.      First Vice President and         
P.O. Box 5108                          Associate Counsel                
Westport, CT 06881                     Cova Financial Life Insurance    
(203) 226-7866                         Company                          
                                One Tower Lane, Suite 3000
                                     Oakbrook Terrace, IL 60181-4644

E.  Modified  Single  Premium  Variable  Life  Insurance  Policies              
(Title and amount of  securities  being  registered)                    

F.  Proposed  maximum  aggregate  offering  price  to  the  public  of the      
securities  being  registered:                                          

Continuous  offering                                                    

G.  Amount  of  Filing  Fee:  Not  Applicable                                   

H.  Approximate date of proposed public offering:                               

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

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

 CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

N-8B-2 Item   Caption in Prospectus                                             
------------  ------------------------------                                    
1             The Variable Insurance Policy                                     

2             Other Information; The Company                                    

3             Not Applicable                                                    

4             Other Information                                                 

5             The Separate Account                                              

6(a)          Not Applicable                                                    
(b)          Not Applicable                                                   

7             Not Applicable                                                    

8             Not Applicable                                                    

9             Legal Proceedings                                                 

10            Purchases                                                         

11            Investment Options                                                

12            Investment Options                                                

13            Expenses                                                          

14            Purchases                                                         

15            Purchases                                                         

16            Investment Options                                                

17            Access to Your Money                                              

18            Access to Your Money                                              

19            Reports to Owners                                                 

20            Not Applicable                                                    

21            Access to Your Money                                              

22            Not Applicable                                                    

23            Not Applicable                                                    

24            Ownership                                                         

25            The Company                                                       

26            Expenses                                                          

27            The Company                                                       

28            The Company                                                       

29            The Company                                                       

30            The Company                                                       

31            Not Applicable                                                    

32            Not Applicable                                                    

33            Not Applicable                                                    

34            Not Applicable                                                    

35            The Company; Other Information                                    

36            Not Applicable                                                    

37            Not Applicable                                                    

38            Other Information                                                 

39            Other Information                                                 

40            Not Applicable                                                    

41            Not Applicable                                                    

42            Not Applicable                                                    

43            Not Applicable                                                    

44            Purchases                                                         

45            Other Information                                                 

46            Access to Your Money                                              

47            Not Applicable                                                    

48            Not Applicable                                                    

49            Not Applicable                                                    

50            Not Applicable                                                    

51            The Company; Purchases                                            

52            Investment Options                                                

53            The Separate Account                                              

54            Not Applicable                                                    

55            Not Applicable                                                    

56            Not Applicable                                                    

57            Not Applicable                                                    

58            Not Applicable                                                    

59            Financial Statements                                              

THE MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

 ISSUED BY

 COVA VARIABLE LIFE ACCOUNT FIVE

 AND

 COVA FINANCIAL LIFE INSURANCE COMPANY

This prospectus describes the Modified Single Premium Variable Life Insurance   
Policy (Policy) offered by Cova Financial  Life Insurance Company (Cova).       

The  Policy has been designed to be used for estate and  retirement  planning   
and other insurance needs of individuals.                                       

The Policy  offers you twelve  (12)  investment  portfolios  listed  below.  The
investment  portfolios  are part of Cova Series Trust,  Lord Abbett Series Fund,
Inc. and General American Capital Company.  When you buy a Policy,  you bear the
complete  investment risk. Your Account Value and, under certain  circumstances,
the death  benefit  under the Policy may increase or decrease or the duration of
the  death  benefit  may vary  depending  on the  investment  experience  of the
investment portfolio(s) you select.                                             

                                                                [Download Table]

                                                                                 
COVA SERIES TRUST                                                                
     Managed by J.P. Morgan                                                      
     Investment Management Inc.                                                  
          Select Equity                                                          
          Small Cap Stock                GENERAL AMERICAN CAPITAL COMPANY        
          Large Cap Stock                     Managed by Conning Asset Management
          International Equity                Company                            
          Quality Bond                             Money Market                  
     Managed by Lord, Abbett & Co.                                               
          Bond Debenture                                                         
          Growth and Income                                                      
          Mid-Cap Value                                                          
          Large Cap Research                                                     
          Developing Growth                                                      
          Lord Abbett Growth and Income                                          


Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains  important  information  about the Cova Modified  Single
Premium Variable Life Insurance Policy.                                         

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

THE PRODUCTS  DESCRIBED  HEREIN ARE NOT DEPOSITS OF, OR  GUARANTEED BY ANY BANK,
NOR INSURED BY THE FEDERAL DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY,  AND ARE SUBJECT TO INVESTMENT  RISKS,  INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.                                 

_____ __, 1997                                                                  

 TABLE OF CONTENTS

                                                                        PAGE
SPECIAL TERMS                                                                   

SUMMARY                                                                         

PART I                                                                          

1. THE VARIABLE LIFE INSURANCE POLICY                         
2. PURCHASES                                                  
PREMIUMS                                    
APPLICATION FOR A POLICY                    
ALLOCATION OF PREMIUMS                      
GRACE PERIOD                                
ACCUMULATION UNIT VALUES                    
3. INVESTMENT OPTIONS                                         
COVA SERIES TRUST                           
LORD ABBETT SERIES FUND, INC.               
GENERAL AMERICAN CAPITAL COMPANY            
TRANSFERS                                   
DOLLAR COST AVERAGING PROGRAM               
AUTOMATIC REBALANCING PROGRAM               
APPROVED ASSET ALLOCATION PROGRAM           
SUBSTITUTION                                
4. EXPENSES                                                   
INSURANCE CHARGES                           
       MORTALITY AND EXPENSE RISK CHARGE
ADMINISTRATIVE CHARGE     
TAX EXPENSE CHARGE        
COST OF INSURANCE CHARGE  
ANNUAL POLICY MAINTENANCE FEE               
ANNUAL WITHDRAWAL AMOUNT                    
SURRENDER CHARGE                            
NURSING HOME WAIVER                         
DEFERRED PREMIUM TAX CHARGE                 
TRANSFER FEE                                
TAXES                                       
INVESTMENT PORTFOLIO EXPENSES               
5. DEATH BENEFIT                                              
ACCELERATED DEATH BENEFIT                   
JOINT LIVES                                 
6. TAXES                                                      
LIFE INSURANCE IN GENERAL                   
TAKING MONEY OUT OF YOUR POLICY             
DIVERSIFICATION                             
7. ACCESS TO YOUR MONEY                                       
LOANS                                       
LOAN AMOUNT               
LOAN ACCOUNT              
LOAN INTEREST             
INTEREST CREDITED         
PREFERRED LOAN            
EFFECT OF LOAN            
LOAN REPAYMENTS           
TOTAL SURRENDER                             
PARTIAL SURRENDERS                          
TERMINATION OF THE POLICY                   
REINSTATEMENT                               
8. OTHER INFORMATION                                          
COVA                                        
THE SEPARATE ACCOUNT                        
DISTRIBUTOR                                 
SUSPENSION OF PAYMENTS OR TRANSFERS         
OWNERSHIP                                   
OWNER                     
JOINT OWNER               
BENEFICIARY               
ASSIGNMENT                
PART II                                                                         

THE COMPANY                                                   
VOTING                                                        
DISREGARD OF VOTING INSTRUCTIONS            
THE SEPARATE ACCOUNT                                          
LEGAL OPINIONS                                                
REDUCTION OR ELIMINATION OF SURRENDER CHARGE                  
MISSTATEMENT OF AGE OR SEX                                    
COVA'S RIGHT TO CONTEST                                       
SETTLEMENT OPTIONS                                            
TAX STATUS                                                    
INTRODUCTION                                
DIVERSIFICATION                             
TAX TREATMENT OF THE POLICY                 
POLICY PROCEEDS                             
JOINT LIVES                                 
TAX TREATMENT OF LOANS AND SURRENDERS       
MULTIPLE POLICIES                           
TAX TREATMENT OF ASSIGNMENTS                
QUALIFIED PLANS                             
INCOME TAX WITHHOLDING                                        
REPORTS TO OWNERS                                             
LEGAL PROCEEDINGS                                             
EXPERTS                                                       
FINANCIAL STATEMENTS                                          

APPENDIX A                                                                      
ILLUSTRATION OF POLICY VALUES                                 

 SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the Policy, however,  certain technical words or
terms are  unavoidable.  We have  identified  some of those words or terms.  For
several of these terms we have  provided a  definition.  For the  remainder,  we
believe that you will find an adequate  discussion in the text. For those terms,
we have  identified  them in the  text in  italic  and the page  number  that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.                                                                   

ACCOUNT  VALUE - The total value of your  policy.  It is equal to the sum of the
Policy  values  allocated to the  investment  portfolios  and the Policy  values
allocated to the Loan Account.                                                  

ACCUMULATION UNIT - An accounting unit used to calculate Policy values when they
are allocated to the investment portfolios.                                     

CASH VALUE - Your Policy's  account value less any Surrender Charge and less any
deferred premium tax charge and less any policy maintenance fee.                

CASH SURRENDER VALUE - Your Policy's cash value less any  outstanding  loans and
accrued loan interest.                                                          

COVERAGE AMOUNT - The coverage amount is used to determine the cost of insurance
charges. It is the difference between the death benefit and the account value.  

FACE AMOUNT - The amount of coverage that you have chosen  (unless later reduced
by a partial surrender) and which will be used to determine the death benefit.  

MAXIMUM  PREMIUM  LIMIT - This is the maximum  amount of premium  that Cova will
accept  under a Policy.  We can also  refer to this as MPL.  Cova's MPL has been
designed not to exceed the maximum  premium  allowed under the Internal  Revenue
Code for a specified face amount of Insurance for a given age.                  

POLICY DATE, POLICY  ANNIVERSARY,  POLICY YEAR - The Policy Date is the day your
premium was initially invested in the Money Market Portfolio which may be before
we actually issue the Policy. It is the date from which Policy Anniversaries and
Policy Years are determined.                                                    

                                                                        PAGE

Annual Withdrawal Amount                                                        
Beneficiary                                                                     
Business Day                                                                    
Death Benefit                                                                   
Insured                                                                         
Investment Portfolio                                                            
Issue Date                                                                      
Joint Owner                                                                     
Loan Account                                                                    
Monthly Deduction                                                               
Owner                                                                           
Net Death Benefit or Death Proceeds                                             
Premium                                                                         
Processing Date                                                                 
Right to Examine Period                                                         
Surrender Charge                                                                

 SUMMARY

The Prospectus is divided into three sections:  Summary, Part I and Part II. The
sections in this  Summary  correspond  to sections in Part I of this  Prospectus
which  discuss the topics in more  detail.  Even more  detailed  information  is
contained in Part II.                                                           

1. THE VARIABLE LIFE INSURANCE POLICY                                           

The variable life insurance  policy  offered by Cova is a contract  between you,
the owner, and Cova, an insurance company.                                      

The  Policy  provides  for the  payment  of  death  proceeds  to  your  selected
beneficiary  upon the death of the insured  which are free from  federal  income
taxes.  The Policy can be used as part of your  estate  planning  or to save for
retirement.  The insured is the person  whose life is insured  under the Policy.
The insured can be the same as the owner but does not have to be.               

You can choose among  twelve (12) investment portfolios which are listed        
in Item 3. The investment portfolios are the investment options available under 
the Policy. You can allocate your unloaned account value to any or all of the   
investment portfolios. You can transfer between investment portfolios up to 12  
times a year without charge and without being taxed.  If you make more than 12  
transfers in a year, we will charge $25 or 2% of the amount transferred,        
whichever is less.  While  the  Policy  is  in  force, the account value And,   
under  certain circumstances,  the death benefit, will vary, up or down, or the 
duration of the death  benefit  may  vary  with the  investment performance of  
the  investment portfolios you choose. You are not taxed on the earnings until  
you surrender or borrow from your Policy.                                       

2. PURCHASES                                                                    

You can buy the Policy with a single premium and, under certain conditions,  you
can make additional premiums.  Your registered  representative can help you fill
out the proper forms.  The minimum  initial  premium we will accept is generally
$10,000.  There is no minimum  required for additional  premiums.  However,  the
total of all premiums  paid will be limited to that which is required to qualify
the Policy as life insurance  under the Internal  Revenue Code. We call this the
Maximum  Premium  Limit.  We may also require  additional  information.  In some
circumstances, the insured may be required to provide us with medical records or
a complete paramedical examination.                                             

3. 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                                                         
Small Cap Stock                                                       
Large Cap Stock                                                       
International Equity                                                  
Quality Bond                                                          

MANAGED BY LORD, ABBETT & CO.                                                   

Bond Debenture                                                        
Growth and Income                                                     
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,  you can make or lose money in any of these
portfolios.                                                                     

4. EXPENSES                                                                     

The Policy has both insurance  features and investment  features,  and there are
costs related to each that reduce the return on your investment.                

Each year Cova deducts a $30 policy maintenance fee from your Policy.  Cova will
not deduct this charge if the account  value of your Policy is at least  $50,000
at the time the  deduction  is to be made.  If you make a complete  surrender of
your Policy,  the policy  maintenance  fee will be deducted,  regardless of your
account value at that time.                                                     

Cova also deducts insurance charges on a monthly basis. For the first ten years,
the total charges are equal,  on an annual basis,  to 1.70% of the value of your
Policy,  with 1/12 of that amount  charged  monthly.  After the tenth year,  the
total for insurance charges is 1.15% annually,  with 1/12 of that amount charged
monthly.                                                                        

Each month Cova will also  deduct an  additional  insurance  charge to cover the
cost of  insurance.  This  charge  will  depend  upon  the sex,  age and  rating
classification  of the insured and whether your initial  premium was 100% of the
Maximum Premium Limit.                                                          

There  are also daily  investment  charges  which apply to the average  daily   
value of the  investment  portfolio  and  vary  depending  upon  the  investment
portfolio. These annual charges range from .205% to 1.10%.                      

If you take out  more  than the  annual  withdrawal  amount,  Cova may  assess a
surrender charge which ranges from 7.5% of the premium  surrendered in the first
year to 0% in the tenth year.  Each year you may  withdraw up to that sum of the
excess of your account value over  premiums paid which have not been  previously
surrendered;  plus 10% of premiums without  incurring this surrender  charge. We
call this amount the annual withdrawal amount. If you take your money out before
the tenth year, Cova will assess a deferred premium tax charge which ranges from
2.25% of premium  surrendered  in the first year to 0% in the tenth year.  After
the tenth year there is no surrender charge or deferred premium  tax when       
you withdraw your money.                                                        

Your Policy could lapse if your Cash Surrender  Value is  insufficient  to cover
any charges due.                                                                

5.  DEATH BENEFIT/DEATH PROCEEDS                                                

The Policy provides for a Face Amount of insurance. The actual amount payable to
your  beneficiary is the death benefit less any loans plus accrued loan interest
under the  Policy.  This  amount is called  the death  proceeds.  It may also be
called the net death benefit.                                                   

The  death  benefit  will be the  greater  of (1) your  Face  Amount or (2) your
Account Value multiplied by a specified percentage. These percentages vary by   
the age of the insured and are shown in your  Policy.  Therefore,  increases  in
your Account Value may increase the death  benefit.  However,  because the death
benefit  will never be less than the Face Amount (so long as the Policy  remains
in force) a decrease in account value may decrease the death benefit,  but never
below the Face Amount.  Also, a partial surrender will reduce the Face Amount in
the same proportion as the Account Value was reduced.                           

All or part of the death proceeds may be paid in a lump sum or applied under one
of the Settlement Options contained in the Policy.                              

The Policy is offered on a single life or on a "joint life" basis.  Under "joint
life" coverage, death proceeds are paid after the second insured's death.       

At the time of application for a Policy, you designate a beneficiary who is     
the person or persons who will receive the death proceeds. You can change your  
beneficiary unless you have a designated an irrevocable beneficiary. The        
beneficiary does not have to be a natural person.                               

6. TAXES                                                                        

Your earnings are not taxed until you take them out. In most cases,  your Policy
will be a modified  endowment  contract  unless it was  exchanged for a contract
issued before June 21, 1988. Money taken out of a modified endowment contract is
considered to come from earnings first and is taxed as income.  Also, 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  withdrawn.  Death  proceeds  are  paid  to  your
beneficiary tax free.                                                           

7. ACCESS TO YOUR MONEY                                                         

Under the Policy you have  access to a portion of your  Account  Value  equal to
earnings  without charge.  You may also withdraw up to 10% of premium each year,
without incurring the Surrender Charge. Premiums withdrawn in excess of this 10%
will incur a Surrender  Charge  during the first 10 years.  However,  a Deferred
Premium Tax Charge will be assessed on all premiums surrendered during the first
ten years. The minimum partial surrender that you can make is $500. You can also
borrow some of your Cash Value. The minimum loan amount is $500.                

8. OTHER INFORMATION                                                            

RIGHT TO EXAMINE                                                                

If you cancel  your  Policy  within ten days after you  receive it (or  whatever
period is required in your state),  we will return to you the greater of (1) the
premium(s)  you  paid or (2) your  Account  Value  on the day we,  or the  agent
through whom it was purchased,  received the returned  Policy.  Until the end of
the time you are allowed to examine your Policy (10 days or the required  period
in your  state) plus five days,  your  premium  will remain in the Money  Market
Portfolio. After that, we will invest your Account Value as you requested.      

WHO SHOULD PURCHASE THE POLICY?                                                 

The Policy is designed for an individual who wants:                             

--  to create or conserve his/her estate;                             
--  to supplement retirement income; and                              
--  to retain access to cash through loans and surrenders.            

If you  currently  own a  variable  life  insurance  policy  on the  life of the
insured,  you should consider whether the purchase of the Policy is appropriate.
Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life of an insured.                                   

Cova will not issue a Policy on insureds older than 90.                         

ADDITIONAL FEATURES                                                             

  --  You  can  arrange  to have a regular  amount of money  automatically
invested in selected investment portfolios each month,  theoretically giving you
a lower  average  cost per unit over time than a single one time  purchase.  The
amount you  selected  will be placed in the Money Market  Portfolio  and will be
transferred to the selected investment  portfolios monthly. We call this feature
Dollar Cost Averaging. There is no additional charge for this feature.          

  -- You can arrange to automatically readjust your unloaned account value
between investment portfolios periodically to keep the allocation you select. We
call this feature Automatic Rebalancing.  There is no additional charge for this
feature.                                                                        

  -- In the event the  insured  is  terminally  ill,  you can  request  to
receive up to 50% of the death benefit up to a maximum of $500,000.  If you have
selected  the Joint Life  option,  the  provision  will only be available on the
second life after the death of the first.  We call this feature the  Accelerated
Death Benefit. There is no additional charge for this feature.                  

  -- If you or the joint owner are confined in a  qualifying  facility for
90 days or more and if the  confinement  begins after the first policy year, you
can make a full or partial  surrender and we will waive the Surrender Charge. We
call this  feature the Nursing Home Waiver.  There is no  additional  charge for
this feature.                                                                   

     -- You can  elect to have the  death  benefit  payable  upon the death of a
second person.  This benefit is written on spouses only. We call this option the
Joint Life Option.                                                              

These features may not be suitable for your particular situation.               

9. INQUIRIES                                                                    

If you need more information, please contact us at:                             

Cova Life Sales Company                                               
One Tower Lane, Suite 3000                                            
Oakbrook Terrace, IL 60181                                            

800-523-1661                                                          

If you need policy owner service (such as changes in policy information, inquiry
into policy values, or to make a loan), please contact us at:                   

Cova Financial Life Insurance Company                                 
P.O. Box 10366                                                        
Des Moines, IA 50306                                                  
515-243-5834                                                          
800-343-8496                                                          

PART I

1. THE VARIABLE LIFE INSURANCE POLICY                                           

This variable life insurance  policy is a contract  between you, the owner,  and
Cova,  an  insurance  company.  This kind of policy  is most  commonly  used for
retirement and/or estate planning.                                              

During the insured's lifetime, you can select among the investment portfolios   
offered in the Policy. (There are currently  twelve (12) investment             
portfolios offered. They are listed in Item 3.) You can transfer between them up
to 12 times a year without charge. The Account Value and, under some            
circumstances, the death benefit will go up or down or the duration of the death
benefit may vary depending upon the investment experience of the investment     
portfolio(s) you select.  This gives you the opportunity to capture the upside  
potential of the market. It also means you could lose money.                    

While  your money  remains in the  Policy,  you pay no current  income  taxes on
earnings or gains. This is called tax-deferred accumulation. It helps your money
grow  faster.  Subject to some  limitations,  you may take money out at any time
through loans or partial  surrenders.  Any money you take out, however, is taxed
as earnings  until all earnings  have been  removed from the Policy.  If you are
younger  than  age 59 1/2  when  you  take  money  out,  you may  also  incur an
additional 10% federal tax penalty.  If you purchased a Policy in exchange for a
policy  issued  prior to June 21,  1988,  different  tax rules may  apply.  (See
Section 6. Taxes.  Part II also  contains more  detailed  information  regarding
taxes.)                                                                         

Because this is a life insurance policy,  it provides a death benefit,  which is
an amount  greater than your Account  Value.  When the insured  dies,  the death
benefit  (minus  any  loans  and  any  accrued  loan  interest)  is paid to your
beneficiary  free from federal income tax. The tax-free  death benefit  combined
with the ability to use your money while you're  alive,  makes this an excellent
way to  accumulate  money you don't  think  you'll  use in your  lifetime  and a
tax-efficient way to provide for those you leave behind.                        

2. PURCHASES                                                                    

PREMIUMS                                                                        

Premiums  are the monies you give us to buy the Policy.  The minimum  initial   
premium we will accept is generally $10,000.  When you apply for the Policy, you
request a specific  amount of insurance.  We call this amount the Face Amount of
the Policy. Your initial premium must be 80%, 90% or 100% of the Maximum Premium
Limit (MPL). The Internal  Revenue Code (Code) has established  certain criteria
which  must be met in order  for a life  insurance  policy  to  qualify  as life
insurance under the Code. The MPL satisfies one of the criteria.  Cova's MPL has
been designed not to exceed the Maximum Premium Limit allowed under the Code for
a specified Face Amount of insurance for a given age.                           

You can invest  additional  premiums up to the MPL.  However,  if the additional
premium  increases  the amount of  insurance,  we will  require  evidence of the
insurability of the insured. If all of your premiums totaled $1,000,000 or more,
you will need Cova's prior approval  before you add premiums.  If the additional
premium would cause the Policy to fail to meet the criteria  established  by the
Code to qualify as life  insurance,  Cova will send the  premium  back within 60
days of the anniversary of the Policy Date (Policy Anniversary).  The amount and
frequency of  additional  premiums  will affect the Account Value of your Policy
and may affect the amount or duration of your insurance.                        

APPLICATION FOR A POLICY                                                        

In order to  purchase a Policy,  you must  submit an  application  to Cova which
requests some information regarding the proposed insured. In some cases, we will
ask for additional information.  We may request that the insured provide us with
medical records or possibly require other medical tests.                        

Cova will not issue a Policy if the insured is over age 90.                     

Cova will review all the  information  it has about the  insured  and  determine
whether or not the insured meets Cova's  standards for issuing the Policy.  This
process is called underwriting.  If the insured meets all of Cova's underwriting
requirements,  we will issue a Policy.  There are several  underwriting  classes
under which the Policy may be issued.                                           

During the underwriting  period, which could be up to 60 days or longer from the
time the  application is signed,  we offer fixed  insurance  called  conditional
insurance. The initial premium must be submitted with the application before the
conditional insurance is provided.  The conditional insurance is effective up to
60 days from when the  application  was signed.  For  applicants  65 or younger,
conditional  insurance  will be for the  lesser  of  $500,000  plus the  initial
premium paid or the amount of insurance  applied for. If the  applicant is 66 or
older, the conditional insurance will be the lesser of $200,000 plus the initial
premium paid or the amount of insurance  applied for. The conditional  insurance
is subject to a number of  restrictions  and is only  applicable if the proposed
insured was an acceptable risk for the insurance applied for.                   

ALLOCATION OF PREMIUMS                                                          

When you  purchase a Policy,  we will  initially  invest your money in the Money
Market  Portfolio.  After 15 days from the issue date (or the period required in
your  state  plus  five  days),  we will  allocate  your  Account  Value  to the
investment  portfolios  as you  requested  in the  application.  All  allocation
directions must be in whole  percentages.  If you make additional  premiums,  we
will  allocate  them in the same way as your  first  premium  unless you tell us
otherwise.                                                                      

If you change your mind about owning a Policy,  you can cancel it within 10 days
after  receiving  it (or the period  required  in your  state  (Right to Examine
Period)).  When you cancel the Policy  within  this time  period,  Cova will not
assess a Surrender Charge or a deferred  premium tax charge.  Cova will give you
back the greater of your premium payment or your Account Value.                 

If your application for the Policy is in good order, Cova will invest your first
premium in the Money Market Portfolio two days after it is received, EVEN IF OUR
UNDERWRITING  IS NOT YET COMPLETE  AND THE POLICY IS NOT YET ISSUED.  The day we
invest your premium in the Money Market Portfolio is called the Policy Date. The
money will stay in the Money Market  Portfolio for 15 days after the issue date.
(In some states,  the period may be longer.) At the end of that period,  we will
re-allocate those funds as you selected in the application.                     

If as a result of underwriting review, Cova does not issue you a Policy, we will
return to you your premium, plus interest required by your state.               

If we do  issue a  Policy,  on the  issue  date,  we  will  deduct  the  monthly
deductions for the period from the Policy Date through the next processing date.

GRACE PERIOD                                                                    

Your  Policy  will  stay in  effect  as long as your  Cash  Surrender  Value  is
sufficient to cover the Monthly Deductions.  If the Cash Surrender Value of your
Policy is not enough to cover these deductions to be made from the Policy,  Cova
will mail you a notice. You will have 61 days from the time the notice is mailed
to you to send to Cova the required  premium  payment.  This is called the Grace
Period.  If the premium is not paid by the end of the Grace  Period,  the Policy
will terminate without value.                                                   

ACCUMULATION UNIT VALUES                                                        

The value of your Policy that is invested in the investment  portfolios  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 Policy, we
use a unit of measure we call an Accumulation  Unit. (An Accumulation Unit works
like a share of a mutual fund.)                                                 

Every  business day we determine the value of an  Accumulation  Unit for each of
the  investment  portfolios.  The  value of an  Accumulation  Unit for any given
business day is  determined by  multiplying a factor we call the net  investment
factor times the value of an Accumulation Unit for the previous business day. We
do this for each  investment  portfolio.  The net investment  factor is a number
that  reflects  the change (up or down) in an  underlying  investment  portfolio
share.  Our business days are each day that the New York Stock  Exchange is open
for business.  Our business day closes when the New York Stock Exchange  closes,
usually 4:00 P.M. Eastern time.                                                 

The value of an Accumulation Unit may go up or down from day to day.            

When you make a premium payment,  we credit your Policy with Accumulation Units.
The number of  Accumulation  Units credited is determined by dividing the amount
of premiums  allocated to an  investment  portfolio  divided 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  apply it to your
Policy.                                                                         

When Cova assesses the monthly  deductions and for the annual policy maintenance
fee we do so by deducting  Accumulation  Units from your  Policy.  When you have
selected more than one  investment  portfolio,  we make the  deductions pro rata
from all of the investment portfolios.                                          

3. INVESTMENT OPTIONS                                                           

The Policy offers  twelve (12) 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 FUND PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.              

COVA SERIES TRUST                                                               

Cova Series Trust is managed by Cova Investment Advisory  Corporation,  which is
an indirect subsidiary of Cova. Cova Series Trust is a mutual fund with multiple
portfolios. Each investment portfolio has a different investment objective. Cova
Investment  Advisory  Corporation has engaged  subadvisers to provide investment
advice  for the  individual  investment  portfolios.  The  following  investment
portfolios are available under the Policy:                                      

J.P. MORGAN INVESTMENT MANAGEMENT INC. IS THE SUB-ADVISER TO THE      
FOLLOWING PORTFOLIOS:                                                 
Select Equity Portfolio                                               
Small Cap Stock Portfolio                                             
Large 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                               

LORD ABBETT SERIES FUND, INC.                                                   

Lord Abbett Series Fund, Inc. is a mutual fund with multiple portfolios.  Each  
portfolio is managed by Lord, Abbett & Co.  Only the following portfolio is     
available under the Policy:                                                     

Growth and Income Portfolio                                           

GENERAL AMERICAN CAPITAL COMPANY                                                

General American Capital Company is a mutual fund with multiple portfolios. Only
the following  portfolio is available under the Policy and is managed by Conning
Asset Management Company:                                                       

Money Market Fund                                                     

TRANSFERS                                                                       

You can transfer money among the twelve (12) investment portfolios.             

You can make 12 transfers  every Policy Year without charge while the insured is
alive.  If you make more than 12  transfers  in a year,  there is a transfer fee
deducted.  (We measure years from your Policy Date.) The fee is $25 per transfer
or, if less, 2% of the amount transferred. The following apply to any transfer: 

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

2.  your request for transfer must clearly state the amount to be     
transferred and which investment portfolios are involved in the transfer.       

3.  if a transfer fee applies, the charge will be deducted from the   
amount transferred.                                                             

You can make  transfers by  telephone.  Prior to making a transfer by telephone,
you will need to complete a  written  pre-authorization  form. If you own       
the Policy with a joint owner,  unless Cova is instructed  otherwise,  Cova will
accept instructions from either you or the other owner. Cova will use reasonable
procedures to confirm that instructions given to us by telephone are genuine. If
Cova  fails to use such  procedures,  we may be  liable  for any  losses  due to
unauthorized   or   fraudulent   instructions.   Cova   records  all   telephone
instructions.                                                                   

We have reserved the right to modify your transfer  rights if we decide that the
exercise of this right by you, your  authorized  agent, or any owner is or would
be  disadvantageous to other owners. We have also reserved the right to restrict
transfers to a maximum of 12 per year and to restrict  transfers from being made
on consecutive business days.                                                   

DOLLAR COST AVERAGING PROGRAM                                                   

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount  each month  from the Money  Market  Fund 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.                                           

You must have at least  $5,000  in the Money  Market  Portfolio  (or the  amount
required to  complete  your  program,  if more) in order to  participate  in the
Dollar Cost Averaging Program. There is no additional charge for this feature.  

All Dollar Cost  Averaging  transfers  will be made on the 15th day of the month
unless you  indicated  otherwise on the  application.  If this is not a business
day, then the transfer will be made the next business day.                      

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

AUTOMATIC REBALANCING PROGRAM                                                   

Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us to automatically  readjust your non-loaned  Account Value between  investment
portfolios to keep the blend you selected.  You can tell us whether to rebalance
quarterly,  semi-annually  or annually.  We will measure  these periods from the
Policy Date. There is no additional charge for this feature. The transfer date  
will be the 1st business day after the end of the period you selected.  If you  
participate in the Automatic  Rebalancing  Program, the transfers  made under   
the program are not taken into account in  determining any transfer fee.        

You  cannot  participate  in  both  the  Dollar  Cost  Averaging  and  Automatic
Rebalancing Programs at the same time.                                          

APPROVED ASSET ALLOCATION PROGRAM                                               

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

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.                                                                      

Even though Cova  permits the use of approved  asset  allocation  programs,  the
Policy was not designed for professional market timing  organizations.  Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
investment  portfolios,   and  should  Cova  become  aware  of  such  disruptive
practices, we may modify the transfer privilege either on an individual or class
basis.                                                                          

If you participate in an Approved Asset Allocation  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.   

SUBSTITUTION                                                                    

Cova may elect 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.  Cova may also limit further  investment in an investment  portfolio if it
deems it inappropriate.                                                         

4. EXPENSES                                                                     

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

INSURANCE CHARGES                                                               

Each month, Cova will make certain deductions from your Policy on the processing
date. The processing  date is the day each month that we deduct certain  charges
from your Policy. The first processing date is the issue date. The issue date is
the date on which we issue you a  Policy.  After  that,  it is the same day each
month as the Policy Date.                                                       

The  insurance  charges  are:  (1)  mortality  and  expense  risk  charge;   (2)
administrative charge; (3) tax expense charge; and (4) cost of insurance charge.
Collectively,  we refer to these charges as the monthly  deduction.  When you   
have selected more than one investment portfolio, we make the deduction pro rata
from all of the investment portfolios you have selected.                        

MORTALITY  AND  EXPENSE  RISK  CHARGE.  For the first ten years,  this charge is
equal,  on an annual basis, to .90%, 1/12 of which is charged each month, of the
Account  Value of your Policy  invested in the  investment  portfolios.  For the
eleventh  year and  after,  the charge is .75%,  1/12 of which is  charged  each
month. This charge cannot be increased.                                         

ADMINISTRATIVE CHARGE. This charge is equal, on an annual basis, to .40%, 1/12  
of which is charged each month, of the Account Value of your Policy. This       
charge cannot be increased.                                                     

TAX EXPENSE CHARGE.  This deduction is the sum of the premium tax charge and the
federal tax charge. It is deducted monthly for the first ten years. It is equal,
on an annual  basis,  to .40% (.15% for  federal tax charge and .25% for premium
tax charge),  1/12 of which is charged each month,  of the Account Value of your
Policy.                                                                         

This  charge  compensates  Cova for its  expenses  incurred  for  federal  taxes
incurred  as a result of issuing the Policy.  It also  compensates  Cova for the
state and local  premium  taxes it  incurred  as a result of issuing the Policy.
Premium  taxes range from 0% to 4%. You will be assessed  the premium tax charge
regardless  of what  the  total  actual  premium  tax is in your  state or local
jurisdiction.  If you  surrender  all or part of your Policy during the first 10
years, Cova will charge a deferred premium tax charge. See below.               

COST OF INSURANCE CHARGE. This charge provides the death benefit for the        
month.                                                                          

The cost of insurance charge is determined by multiplying the Coverage Amount by
the cost of insurance  rate. The Coverage  Amount is the difference  between the
death benefit and the Account  Value.  The cost of insurance  rate is based upon
the sex, age, rate  classification  of the insured and whether you paid 100%, or
90%, or 80% of the MPL.  The rate  classification  of the insured is  determined
through our underwriting process.                                               

The Policy  provides that for standard  risks,  the guaranteed cost of insurance
rate is based on the 1980  Commissioners  Standard Ordinary Mortality Table, age
last birthday (1980 CSO Table).  For substandard  risks,  the guaranteed cost of
insurance  rate will be higher and will be based upon a multiple of the 1980 CSO
Table. The multiple will be based on the insured's  substandard  rating.  Tables
setting  forth the  guaranteed  cost of  insurance  rates are  included  in each
Policy.                                                                         

Cova can use rates that are less than the  guaranteed  cost of  insurance  rates
shown in the  Policy.  Cova  refers to these as the  current  cost of  insurance
rates.                                                                          

If  100%  of the  MPL is  paid,  Cova's  current  cost  of  insurance  rate is a
percentage of the Account Value.  The basis and amount of this charge may change
in the future, but can never be more than the guaranteed cost of insurance rates
contained in the Policy. For a better understanding of how the cost of insurance
rate and the other charges affect policy values, you should request personalized
illustrations from your registered representative.                              

ANNUAL POLICY MAINTENANCE FEE                                                   

Every year on the Policy Anniversary,  currently Cova deducts $30 as a policy   
maintenance fee. This charge cannot be increased once the Policy is issued. Cova
will not deduct this charge,  if when the deduction is to be made,  your Account
Value is $50,000  or more.  Cova may some time in the  future  discontinue  this
practice for new policies  issued and deduct the charge.  If you make a complete
surrender  of  your  Policy,  the  policy  maintenance  fee  will  be  deducted,
regardless of your Account Value at that time.  When you have selected more than
one  investment  portfolio,  we  make  the  deduction  prorata  from  all of the
investment portfolios you have selected.                                        

ANNUAL WITHDRAWAL AMOUNT                                                        

While the Policy is in force,  prior to the death of the  insured  and after the
expiration  of the  Right to  Examine  Period,  you can make a total or  partial
surrender of the Account Value of your Policy up to the Cash Surrender  Value. A
surrender  may be subject to a  surrender  charge  and a  deferred  premium  tax
charge.                                                                         

When you request a surrender, we will determine what portion, if any, is part of
your annual withdrawal amount. The annual withdrawal amount is equal to:        

1.  the excess of the Account Value over premiums paid which have not 
been previously surrendered. Neither the surrender charge nor deferred premium  
tax charge are assessed on this amount; and                                     

2.  on a non-cumulative basis, 10% of your premium payments each year.
This portion of the annual withdrawal amount is subject to the deferred         
premium tax charge.                                                             

SURRENDER CHARGE                                                                

During the first 10 years,  the surrender charge is assessed against any premium
surrendered,  which is not part of the annual withdrawal  amount.  The surrender
charge, which is a percent of premiums surrendered, is shown in the table below:

                                                                [Download Table]

                                                            
Policy Year  Surrender Charge  Policy Year  Surrender Charge
-----------  ----------------  -----------  ----------------
     1             7.5%             6            4.0%       
     2             7.5%             7            3.0%       
     3             7.5%             8            2.0%       
     4             6.0%             9            1.0%       
     5             5.0%             10+            0%       

NURSING HOME WAIVER                                                             

If you or the joint owner, if any, are confined in a qualifying  facility for 90
days or more and if the confinement begins during the first ten years, under the
Nursing Home Waiver rider, you can make a full or partial  surrender and we will
waive the surrender  charge.  The Nursing Home Waiver goes into effect after the
first Policy Anniversary. There is no additional charge for this feature.       

DEFERRED PREMIUM TAX CHARGE                                                     

When you purchase a Policy there are various premium taxes assessed by state and
local  governmental  entities that we must pay on the Policy.  You are charged a
portion  of that each  month for the first ten years as part of the tax  expense
charge.  (See the  discussion of the Tax Expense Charge in Section 4 above.) The
deferred  premium tax charge enables Cova to collect that portion of the premium
tax charge it has not  collected  when you surrender all or part of your Policy.
The deferred  premium tax charge is assessed only on premiums  surrendered  from
the Policy during the first ten years. The deferred premium tax charge, which is
a percent of premiums surrendered, is shown in the table below:                 

                                                                [Download Table]

                                                            
             Deferred Premium               Deferred Premium
Policy Year     Tax Charge     Policy Year     Tax Charge   
-----------  ----------------  -----------  -------------   
     1            2.25%             6            1.00%      
     2            2.00%             7            .75%       
     3            1.75%             8            .50%       
     4            1.50%             9            .25%       
     5            1.25%             10+            0%       

TRANSFER FEE                                                                    

You can make 12 free  transfers  every  year.  We measure a year from the Policy
Date.  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 we do
assess a transfer fee, it will be deducted from the amount transferred.         

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

TAXES                                                                           

Cova may  assess a charge  against a Policy  for any taxes  attributable  to the
Separate Account. Cova does not expect to incur such taxes.                     

INVESTMENT PORTFOLIO EXPENSES                                                   

There are  deductions  from and  expenses  paid out of the assets of the various
investment portfolios, which are summarized below. See the fund prospectuses for
a complete description.                                                         

 INVESTMENT PORTFOLIO EXPENSES

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

                                                        [Enlarge/Download Table]

                                                           Other Expenses                       
                                                           (after expense                       
                                                          reimbursement for                     
                                      Management   12b-1  certain Portfolios -   Total Portfolio
                                        Fees       Fees   see Note 1 below)     Annual Expenses 
                                        ----       ----   -----------------     --------------- 
                                                                                                
COVA SERIES TRUST (1)                                                                           

 Managed by J.P. Morgan                                                                         
 Investment Management Inc.                                                                     
   Select Equity (2)                   .75%       - -           .10%                 .85%       
   Small Cap Stock (2)                 .85%       - -           .10%                 .95%       
   Large Cap Stock (2)                 .65%                     .10%                 .75%       
   International Equity (2)            .85%       - -           .10%                 .95%       
   Quality Bond (2)                    .55%       - -           .10%                 .65%       

 Managed by Lord, Abbett & Co.                                                                  
   Bond Debenture (2)                  .75%       - -           .10%                 .85%       
   Mid-Cap Value (3)                  1.00%       - -           .10%                1.10%       
   Large Cap Research (3)             1.00%                     .10%                1.10%       
   Developing Growth (3)               .90%       - -           .10%                1.00%       
   Lord Abbett Growth and Income (3)   .65%       - -           .10%                 .75%       

LORD ABBETT SERIES FUND, INC.                                                                   
   Managed by Lord, Abbett & Co.                                                                
   Growth and Income (4)               .50%       .07%          .02%                 .59%       

GENERAL AMERICAN CAPITAL COMPANY                                                                
 Managed by Conning Asset Management                                                            
 Company                                                                                        
   Money Market                        .205%       - -           .00%                .205%      

(1) Since August 20, 1990, 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%.  Absent the expense  reimbursement,  the
percentages  shown for total portfolio annual expenses (on an annualized  basis)
for the period  ended  December  31, 1996 would have been:  1.70% for the Select
Equity Portfolio;  2.68% for the Small Cap Stock Portfolio;  1.23% for the Large
Cap Stock Portfolio; 3.80% for the International Equity Portfolio; 1.52% for the
Quality Bond Portfolio; and 2.05% for the Bond Debenture Portfolio.             

(2) Annualized. The Portfolio commenced regular investment operations on April  
2, 1996.                                                                        

(3)  Estimated. The Portfolio has not yet commenced regular investment          
operations.                                                                     

(4) The Growth and Income Portfolio of Lord Abbett Series Fund, Inc. has a      
12b-1 plan which provides for payments to Lord, Abbett & Co. for remittance     
to a life insurance company for certain distribution expenses (see the Fund     
Prospectus).  The 12b-1 plan provides that such remittances, in the             
aggregate, will not exceed .15% on an annual basis, of the daily net asset      
value of shares of the Growth and Income Portfolio.  As of May 1, 1997,         
no payments had been made under the 12b-1 plan.  For the year                   
ending December 31, 1997, the 12b-1 fees are estimated to be .07%.              

5. DEATH BENEFIT                                                                

The primary purpose of the Policy is to provide death benefit  protection on the
life of the  insured.  While the Policy is in force,  if the insured  dies,  the
beneficiary(ies)  will receive the death proceeds.  The death proceeds equal the
death benefit under the Policy less any loans and accrued loan interest.        

The death benefit is the greater of: (1) the Face Amount of the Policy;  and (2)
the minimum  death  benefit.  The  minimum  death  benefit is the Account  Value
multiplied by a percentage. Cova has included the minimum death benefit in order
to assure that the Policy will continue to qualify as life  insurance  under the
Internal Revenue Code.                                                          

You can  choose  to have  the  death  proceeds  paid  in a lump  sum or  under a
Settlement  Option.  If you have not made a choice before the insured dies,  the
beneficiary  will choose the method of  payment.  If a method of payment has not
been  chosen  within 90 days after  receiving  proof of death,  Cova may pay the
death proceeds in a lump sum.                                                   

The death benefit payable during the grace period is the death benefit in effect
immediately prior to the start of the grace period less any loans,  accrued loan
interest and any overdue deductions. See discussion of grace period above.      

ACCELERATED DEATH BENEFIT                                                       

If the insured is terminally  ill,  under the  Accelerated  Death Benefit rider,
Cova  will  pre-pay a portion  of the  death  benefit.  You may elect to have an
Accelerated  Death Benefit of up to 50% of the death benefit but no greater than
$500,000.                                                                       

You can only elect to receive an Accelerated Death Benefit once. The Accelerated
Death Benefit must first be used to repay any outstanding loans and accrued loan
interest.  After repayment of the  outstanding  loans and accrued loan interest,
any  remaining  amount will be paid as a lump sum or under a payment  plan.  The
subsequent  amount  available for loans or surrenders or as a death benefit will
be reduced by the amount of the Accelerated Death Benefit,  plus interest       
accrued at the Policy loan interest rate.                                       

This benefit may not be available in your state or may have different           
provisions in your state.                                                       

JOINT LIVES                                                                     

Cova offers a rider to the Policy that  provides  that the death benefit will be
paid only upon the death of a second  person.  This option is only  available to
spouses.                                                                        

The cost of insurance  charge reflects the  anticipated  life expectancy of both
insureds.  It also  reflects  the fact that the death  benefit is payable at the
death of the last surviving insured.                                            

If you wish to reinstate a lapsed Policy with a Joint Life rider attached,  both
insureds must be alive and provide satisfactory evidence of insurability.       

The  Policy  provisions  regarding  misstatement  of age  or  sex,  suicide  and
incontestability apply to both insureds.                                        

If a Joint Life rider is issued in conjunction with the Policy,  the Accelerated
Death Benefit will only be payable on the terminal illness of the last surviving
insured.                                                                        

This benefit may not be available in your state.                                

6. TAXES                                                                        

NOTE: COVA HAS PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL         
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. YOU  
SHOULD CONSULT YOUR OWN TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. COVA HAS      
INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES.                   

LIFE INSURANCE IN GENERAL                                                       

Life insurance, such as the Policy, is a means of providing for death protection
and setting aside money for future needs.  Congress recognized the importance of
such planning and provided  special rules in the Internal  Revenue Code for life
insurance.                                                                      

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your life  insurance  policy until you take the money out. The
beneficiaries  are not taxed when they receive the death proceeds upon the death
of the insured.                                                                 

You, as the owner,  will not be taxed on  increases  in the value of your Policy
until a  distribution  occurs - either  as a  surrender  or as a loan.  When you
receive a  distribution,  you are taxed on the amount of the withdrawal  that is
earnings.                                                                       

TAKING MONEY OUT OF YOUR POLICY                                                 

For tax purposes,  your Policy will be treated as a modified endowment contract,
unless under certain  circumstances  it was exchanged for a policy issued before
June 21, 1988. Consequently if you make a withdrawal or a loan from your Policy,
the Code treats it as first coming from  earnings  and then from your  premiums.
These earnings are included in taxable income.                                  

The Code also provides that any amount  received from an insurance  policy which
is included  in income may be subject to a 10%  penalty.  The  penalty  will not
apply if the income  received is: (1) paid on or after the taxpayer  reaches age
59 1/2;  (2) paid if the  taxpayer  becomes  totally  disabled  (as that term is
defined in the Code);  or (3) in a series of  substantially  equal payments made
annually (or more  frequently)  for the life or life expectancy of the taxpayer.
If you  purchased a Policy in  exchange  for a policy  issued  prior to June 21,
1988,  different  tax  rules may  apply.  See "Tax  Status"  in Part II for more
details.                                                                        

DIVERSIFICATION                                                                 

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

Under current federal tax law, it is unclear as to the circumstances under which
you, because of the degree of control you exercise over the underlying          
investments,  and not Cova  would be  considered  the owner of the shares of the
investment  portfolios.  If you are considered the owner of the investments,  it
will result in the loss of the favorable  tax  treatment  for the Policy.  It is
unknown to what extent owners are permitted to select investment portfolios,  to
make  transfers  among  the  investment  portfolios  or the  number  and type of
investment  portfolios  owners may select  from.  If guidance  from the Internal
Revenue  Service  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 policy,  could be treated as the owner of the
investment  portfolios.  Due to the  uncertainty in this area, Cova reserves the
right to modify the Policy in an attempt to maintain favorable tax treatment.   

7. ACCESS TO YOUR MONEY                                                         

The Cash Surrender Value in your Policy is available:  (1) by making a surrender
(either a partial  or a  complete  surrender)  or (2) by taking a loan from your
Policy.                                                                         

LOANS                                                                           

You may borrow  money  from Cova while the Policy is still in force.  The Policy
will be the only security Cova will require for a Policy loan. You cannot borrow
against your Policy until the end of the Right to Examine  Period and you cannot
borrow if the Policy is in a grace period.  Loans are  considered  distributions
from the Policy for tax  purposes and the portion of the loan that has come from
earnings  will be taxable to you and may be subject to a 10%  penalty  tax.  See
"Tax Status" in Part II for more details.                                       

LOAN AMOUNT. The maximum loan amount is equal to: 90% of the Account Value,     
less loan interest due on the next Policy Anniversary, the surrender charge,    
the policy maintenance fee, if any, and the deferred premium tax charge, if     
any.                                                                            

The minimum loan amount is $500.  If total loans equal or exceed the Cash Value,
the Policy will terminate at the end of the grace period if an appropriate  loan
repayment is not received by Cova.                                              

LOAN ACCOUNT. When you make a loan, a portion of your Account Value equal to the
loan will be transferred  on a pro rata basis from the investment  portfolios to
the loan account.  The loan account is a portion of Cova's general  account that
contains Account Values attributable to Policy loans.                           

LOAN  INTEREST.  Loan  interest  due on the Policy loan will  accrue  daily at a
current rate of 6.0% per annum. The loan interest is due each Policy Anniversary
and if not paid will become part of the loan.  When that  happens,  a portion of
the account value equal to the loan interest due is  transferred,  on a pro rata
basis, from the investment portfolios to the loan account.                      

INTEREST CREDITED. Amounts held in the loan account will be credited daily      
with interest, at a current rate of 4.0% per annum.                             

PREFERRED LOAN. The part of your loan equal to earnings is the Preferred        
Loan. A preferred loan will be credited interest daily at a current rate of     
6.0% per annum. It will accrue loan interest daily at a current rate of 6.0%    
per annum.                                                                      

EFFECT OF LOAN.  When you make a loan  against  your  Policy,  Cova will  redeem
Accumulation Units from the investment  portfolios equal to the loan request and
transfer that amount to the loan account.                                       

A Policy  loan,  whether  or not  repaid,  will have a  permanent  effect on the
Policy.  This is  because  the loan  account  does not  share in the  investment
results of the  investment  portfolio(s).  If it is not repaid,  the Policy loan
will reduce the amount of death benefit and Cash Value.                         

LOAN  REPAYMENTS.  You can  repay all or part of a loan at any time  while  your
Policy is in force and the insured is alive.  There is no minimum loan repayment
amount.  If you want to repay a loan in full,  the loan repayment must equal the
loan plus all the accrued loan interest.                                        

When you repay a loan, Cova will transfer the amount held in the loan account to
the investment portfolios according to your most recent instructions.           

Unless you tell Cova otherwise, any payment Cova receives from you will go first
to pay any interest due,  then to repay any loan,  and then will be considered a
premium payment.                                                                

TOTAL SURRENDER                                                                 

You can terminate your Policy by telling Cova in writing.  Cova will pay you the
Cash Surrender Value. When that happens, the Policy will be terminated and there
will be no  other  benefits.  When  you  make a  total  surrender  there  may be
surrender  charges and deferred  premium tax charges and the policy  maintenance
fee will be deducted.                                                           

PARTIAL SURRENDERS                                                              

You can  surrender  some of the Cash  Surrender  Value by  making a  request  in
writing to Cova. The minimum amount you can surrender is $500,  unless your Cash
Surrender Value is less. Cova requires that you maintain a minimum Account Value
in your Policy of at least $5,000 after you make a partial surrender.  If you do
not, the Policy will  terminate and Cova will send you the entire Cash Surrender
Value.  When you make a surrender,  there may be surrender  charges and deferred
premium tax charges.                                                            

When you make a  partial  surrender,  the Face  Amount  of your  Policy  will be
reduced.  The Face  Amount is reduced in the same  proportion  that the  Account
Value is reduced by the partial  surrender.  When you make a partial  surrender,
the amount of the  surrender is deducted on a pro rata basis from Account  Value
allocated to the investment portfolios.                                         

TERMINATION OF THE POLICY                                                       

Your Policy will terminate if (1) you make a total surrender of the Policy,  (2)
the grace period has ended, or (3) the insured has died.                        

REINSTATEMENT                                                                   

If your  Policy  terminates  while the  insured  is still  alive you can have it
reinstated  provided  the  Policy  did not  terminate  because  you made a total
surrender.  You can only  reinstate  your Policy within 5 years after the end of
the grace period.                                                               

When you reinstate your Policy you must provide Cova with satisfactory  evidence
of insurability and you must either repay any outstanding loan and              
accrued interest or you must reinstate the loan along with any accrued interest.
You must also pay a sufficient  premium to (1) cover all the monthly  deductions
and any policy  maintenance fee that were unpaid during the grace period and (2)
be  sufficient  to keep the Policy in force for at least 2 months after the date
of reinstatement.                                                               

When you reinstate your Policy, the Face Amount of the reinstated Policy will be
the Face  Amount  of your  original  Policy at the time the  Policy  terminated,
unless you direct Cova otherwise. You cannot select a Face Amount that is larger
than that.  The Account  Value  adjusted for the past due charges of your Policy
when you reinstate it will be the Account Value at the time of termination  plus
the additional  premium paid at the time of reinstatement.  The past due monthly
deductions  and policy  maintenance  fee,  if any,  will be  deducted  from this
amount.  The surrender  charge,  if any, and the deferred premium tax charge, if
any, are based on the number of policy years from the original Policy Date.     

The  effective  date  of the  reinstated  Policy  is the  next  processing  date
following Cova's approval of your application for reinstatement.                

8. OTHER INFORMATION                                                            

COVA                                                                            

Cova Financial Life Insurance Company ("Cova") was originally incorporated on   
September 6, 1972 as Industrial Indemnity Life Insurance Company, a California  
corporation and changed its name to Xerox Financial Life Insurance Company in   
1986.  On June 1, 1995, a wholly-owned subsidiary of General American Life      
Insurance Company purchased Cova which on that date changed its name to Cova    
Financial Life Insurance Company.                                               

Cova is presently licensed to do business in the state of California.           

THE SEPARATE ACCOUNT                                                            

Cova has  established  a  separate  account,  Cova  Variable  Life  Account Five
(Separate Account), to hold the assets that underlie the Policies.              

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

Commissions will be paid to broker-dealers who sell the Policies. Broker-dealers
will be paid  commissions up to 5.5% of premiums and a trail commission equal to
 .25% for years two through nine which  increases to .40% in year 10. Sometimes,
Cova enters into an agreement with the  broker-dealer  to pay the  broker-dealer
persistency bonuses, in addition to the standard commission.                    

SUSPENSION OF PAYMENTS OR TRANSFERS                                             

Cova may be required to suspend or postpone any  payments 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 not reasonably practicable or Cova cannot reasonably      
value the shares of the investment portfolios;                                  

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

OWNERSHIP                                                                       

OWNER. You, as the owner of the Policy, have all of the rights under the Policy.
If you die  while  the  Policy  is still in force  and the  insured  is  living,
ownership  passes to a successor  owner or if none, then your estate becomes the
owner.                                                                          

JOINT OWNER. The Policy can be owned by joint owners. Authorization of both     
joint owners is required for all Policy changes except for telephone            
transfers.                                                                      

BENEFICIARY.  The beneficiary is the person(s) or entity you name to receive any
death benefit.  The beneficiary is named at the time the Policy is issued unless
changed at a later date.  Unless an irrevocable  beneficiary has been named, you
can change the  beneficiary  at any time before the insured dies. If there is an
irrevocable  beneficiary,  all Policy  changes except  premium  allocations  and
transfers require the consent of the beneficiary.                               

ASSIGNMENT. You can assign the Policy.                                          

 PART II
MORE INFORMATION

THE COMPANY                                                                     

Cova   Financial  Life   Insurance   Company  (the   "Company")  was  originally
incorporated  on  September  6,  1972 as  Industrial  Indemnity  Life  Insurance
Company,  a  California  corporation  and changed its name on January 1, 1986 to
Xerox Financial Life Insurance Company.  The Company presently is licensed to do
business in the state of California.  On June 1, 1995, a wholly-owned subsidiary
of General American Life Insurance Company ("General  American") purchased Xerox
Financial  Services Life Insurance  Company ("Xerox Life"),  an affiliate of the
Company,  from Xerox  Financial  Services,  Inc. The  acquisition  of Xerox Life
included related companies,  including the Company.  On June 1, 1995 the Company
changed its name to Cova Financial Life Insurance Company.                      

General American is a St. Louis-based mutual company with more than $250 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.                                                         

On April 1, 1996, Cova contributed initial capital to the Large Cap Stock and   
Quality  Bond  Portfolios,  by making a  capital  contribution  through  another
Separate  Account.  As of December  31,  1996,  the capital  contributed  to the
Quality Bond Portfolio represented approximately 36% of the total assets of such
Portfolio and the capital  contributed to the Large Cap Stock  Portfolio by Cova
represented  approximately  75% of the  total  assets  of such  Portfolio.  Cova
currently intends to remove these assets from the Portfolios on a pro rata basis
in proportion to money invested in the  Portfolios by both variable  annuity and
variable life contract owners.                                                  

Executive Officers and Directors of Cova                                        

The directors and executive officers of Cova and their principal      
occupations for the past five years are as follows:                             

                                                                [Download Table]

                                                                                  
Name                         Principal Occupation During the Past Five Years      
---------------------------  -----------------------------------------------      

John W. Barber***            Director of Cova-June, 1995 to present;              
                             Director of First Cova Life Insurance Company        
                             (FCLIC)-June, 1995 to present; Director of           
                             CFLIC  June, 1995 to present; Vice President         
                             and Controller of General American Life Insurance    
                             Company-December, 1984 to present; President         
                             and Director of Equity Intermediary Company-         
                             October, 1988 to present.                            

Jerome P. Darga*             Vice   President   and                               
                             Assistant  Secretary of Cova-1992                    
                             to  present;   Vice  President  and                  
                             Assistant Secretary of CFLIC-1992                    
                             to  present;   Vice  President  and                  
                             Assistant Secretary of CLMC-1992                     
                             to present.                                          

Connie A. Doern****          Vice President of Cova-1997 to Present, prior thereto
                             Assistant Vice President from 1990 to 1995; Vice     
                             President of CFLIC- 1997 to Present, prior           
                             thereto Assistant Vice President from 1990           
                             to 1995; Vice President of FCLIC-1997 to             
                             Present, prior thereto Assistant Vice                
                             President from 1993 to 1995; Vice President          
                             of J&H/KVI-1989 to Present.                          

Judy M. Drew*                Vice President of Cova-1988 to present;              
                             Vice President of CFLIC-1988 to present;             
                             Vice President of FCLIC-1992 to present;             
                             Senior Vice President of CLMC-1996 to                
                             present, prior thereto Vice President from 1989      
                             to 1996;  President, COO and Director of Cova        
                             Life Sales Company (CLSC)-1988 to present.           

Patricia E. Gubbe*           Vice President of Cova-1989 to present;              
                             Vice President of CFLIC-1989 to present;             
                             Vice President of FCLIC-1992 to present;             
                             First Vice President of CLMC-1996 to                 
                             present, prior thereto Vice President from 1989      
                             to 1996; Vice President and Chief Compliance         
                             Officer of CLSC-1989 to present.                     

Philip A. Haley*             Executive Vice President of Cova-May 1997 to         
                             present, prior thereto Vice President from 1990      
                             to 1997 and Assistant Vice President from 1989       
                             to 1990; Executive Vice President of FCLIC-          
                             May, 1997 to present, prior thereto Vice             
                             President from 1995 to 1997; Executive Vice          
                             President of CFLIC-May 1997 to present,              
                             prior thereto Vice President from 1990 to            
                             1997 and Assistant Vice President from 1989          
                             to 1990; Executive Vice President of CLMC from       
                             May, 1997 to present, prior thereto Senior           
                             Vice President from 1996 to 1997 and Vice            
                             President from 1990 to 1996 and Assistant Vice       
                             President from 1989 to 1990; Vice President of       
                             CLSC from 1991 to present, prior thereto             
                             Assistant Vice President from 1989 to 1991.          

Christopher S. Harden*       Vice President of Cova-                              
                             1991 to present;  Vice President of                  
                             CFLIC-1991 to present; First Vice                    
                             President   of   CLMC-1996   to                      
                             present,    prior    thereto   Vice                  
                             President-1991 to 1996.                              

J. Robert Hopson*            Vice President, Chief Actuary and Director of        
                             Cova-1991 to present; Vice President, Chief          
                             Actuary and Director of CFLIC-1991 to                
                             present; Vice President, Chief Actuary and           
                             Director of FCLIC-1992 to present;                   
                             Senior Vice President, Chief Actuary and Director    
                             of CLMC-1996 to present, prior thereto Vice          
                             President and Director from 1993 to 1996 and Vice    
                             President from 1991 to 1993.                         

Thomas E. Hughes, Jr.**      Treasurer and Director of Cova-June, 1995 to         
                             present; Treasurer and Director of CFLIC-June,       
                             1995 to present; Treasurer of FCLIC-June, 1995       
                             to present; Corporate Actuary and Treasurer of       
                             General American Life Insurance Company-             
                             October, 1994 to present.  Formerly, Executive       
                             Vice President-Group Pensions General                
                             American Life Insurance Company-March, 1990 to       
                             October, 1994. In addition to the Cova companies,    
                             Director of the following General American           
                             subsidiary companies: Paragon Life Insurance         
                             Company and RGA Reinsurance Company-October,         
                             1994 to present.  Treasurer of the following         
                             General American subsidiary companies: Paragon       
                             Life Insurance Company, General Life Insurance       
                             Company of America, General Life Insurance           
                             Company, General American Holding Company, Red       
                             Oak Realty Company, Gen Mark Incorporated,           
                             Walnut Street Securities, Inc., Walnut Street        
                             Adviser's Inc., White Oak Royalty Company,           
                             Walnut Street Funds, Inc., and RGA Reinsurance       
                             Company-October, 1994 to present.                    

Lisa O. Kirchner****         Vice President of Cova-1997 to present, prior        
                             thereto Assistant Vice President from 1990 to        
                             1995; Vice President of CFLIC-1997 to present,       
                             prior thereto Assistant Vice President from          
                             1988 to 1995; Vice President of FCLIC-1997 to        
                             present, prior thereto Assistant Vice                
                             President from 1993 to 1995; Vice President          
                             of J&H/KVI-1985 to present.                          

Douglas E. Jacobs*           Vice President of Cova-                              
                             1985 to present;  Vice President of                  
                             CFLIC-1985  to  present;   Vice                      
                             President   of   CLMC-1985   to                      
                             present.                                             

Richard A. Liddy**           Chairman of the Board of Directors of Cova,          
                             CFLIC, FCLIC, CLMC, Advisory and Allocation-         
                             April, 1997 to present; Chairman of the Board,       
                             President and Chief Executive Officer of             
                             General American Life Insurance Company-May,         
                             1992 to present; Mr. Liddy also holds various        
                             positions with the General American                  
                             subsidiaries as follows: Chairman of the Board       
                             and President of General American Mutual             
                             Holding Company, GenAmerica Corporation and          
                             General American Holding Company; Chairman of        
                             the Board of Security Equity Life Insurance          
                             Company, Conning Corporation, The Walnut Street      
                             Funds, Inc., General American Capital Company,       
                             Reinsurance Group of America, Inc., RGA Life         
                             Reinsurance Company of Canada, and RGA               
                             Reinsurance Company.                                 

William C. Mair*             Vice President, Controller and Director of Cova      
                             since 1995 to present, prior thereto Vice            
                             President, Controller, Treasurer and Director.       
                             Vice President, Controller and Director of CFLIC     
                             since 1995 to present, prior thereto Vice            
                             President, Controller, Treasurer and Director;       
                             Vice President, Controller and Director of FCLIC-    
                             from 1992 to present; Vice President, Treasurer,     
                             Controller and Director of Advisory-1993 to          
                             present; Vice President, Treasurer, Controller       
                             and Director of Allocation-1994 to present;          
                             Director of CLSC-1992 to present; Senior Vice        
                             President, Treasurer, Controller and Director of     
                             CLMC-1989 to present; Vice President,                
                             Treasurer, Controller, Chief Financial Officer,      
                             Chief Accounting Officer and Director of Trust-      
                             1996 to present.                                     

Matthew P. McCauley**        Assistant Secretary and Director of Cova-June,       
                             1995 to present; Assistant Secretary and Director    
                             of CFLIC-June, 1995 to present; Assistant            
                             Secretary and Director of FCLIC-June, 1995 to        
                             present; Associate General Counsel and Vice          
                             President of General American Life Insurance         
                             Company-1973 to present; Also, Director, Vice        
                             President, General Counsel and Secretary for         
                             several other General American subsidiaries;         
                             including Equity Intermediary Company, Red Oak       
                             Realty Company, and White Oak Royalty Company;       
                             General American Holding Company and Paragon         
                             Life Insurance Company.  General Counsel and         
                             Secretary, Reinsurance Group of America,             
                             Incorporated.  Director and Secretary, General       
                             American Capital Company.  General Counsel and       
                             Secretary, Conning Corporation. General Counsel,     
                             Conning Asset Management Company.  Director of       
                             RGA Reinsurance Company, Walnut Street               
                             Securities, Inc. Secretary to the Walnut Street      
                             Funds, Inc.                                          

Mark E. Reynolds*            Executive Vice President of Cova-May, 1997 to        
                             present; Executive Vice President of CFLIC-May,      
                             1997 to present; Executive Vice President of         
                             CFSLIC-May, 1997 to present; Executive Vice          
                             President of CLMC-May, 1997 to present;              
                             Executive Vice President and Director of Cova        
                             Investment Advisory Corporation-December, 1996       
                             to present; Executive Vice President and             
                             Director of Cova Investment Allocation               
                             Corporation-December, 1996 to present.               

Leonard M. Rubenstein**      Director of Cova, CFLIC, FCLIC, and CLMC-January,    
                             1996 to present; Director of Advisory and            
                             Allocation from 1995 to present; Executive Vice      
                             President and Director of General American Life      
                             Insurance Company-1992 to present. Mr.               
                             Rubenstein also holds various positions with the     
                             General American subsidiaries as follows:            
                             Director and Treasurer of General American           
                             Capital Company; Senior Vice President               
                             Investments, Treasurer and Director of               
                             Reinsurance Group of America, Incorporated;          
                             Director of Paragon Life Insurance Company;          
                             Director of General American Holding Company;        
                             Chief Executive Officer, Chairman and Director       
                             for Conning Corporation; Director of the             
                             following: General Life Insurance Company,           
                             Security Equity Life Insurance Company, BHIF         
                             America de Vida Seguros S.A. (Chile), Manatial       
                             Seguros de Vida, S.A. (Argentina), Red Oak           
                             Realty Company, General Life Insurance Company       
                             of America; RGA Reinsurance Company;                 
                             Secretary and Director for RGA Sud America S.A.      

Myron H. Sandberg*           Vice President of Cova-1985 to present; Vice         
                             President of CFLIC-1985 to present; and CLMC         
                             1989 to present.                                     

John W. Schaus*              Vice President of Cova-                              
                             1988 to present;  Vice President of                  
                             CFLIC-1988 to present; and CLMC-                     
                             1989 to present.                                     

Norman A. Skinrood Jr.****   Vice President of Cova-1997 to present; Vice         
                             President of CFLIC-1997 to present; Vice             
                             President of FCLIC-1997 to present;                  
                             Vice President of J&H/KVI-1996 to present,           
                             Director/PH Manager of DST, Kansas City,             
                             Missouri from 1993-1996.                             

Lorry J. Stensrud*           President and Director of Cova from June, 1995       
                             to present, prior thereto Executive Vice             
                             President; President and Director of CFLIC from      
                             June, 1995 to present, prior thereto Executive       
                             Vice President; President and Director of FCLIC      
                             from June, 1995 to present, prior thereto            
                             Executive Vice President; President and Director     
                             of CLMC from June, 1995 to present, prior thereto    
                             Executive Vice President only; President and         
                             Director of Advisory from 1993 to present;           
                             President and Director of Allocation from 1994 to    
                             present. Director of CLSC from 1989 to               
                             present; President, Chief Executive Officer and      
                             Director of Trust-1996 to present.                   

  Peter L. Witkewicz*****    Vice President of Cova-1997 to present; Vice         
                             President of CFLIC-1997 to present; Vice             
                             President of FCLIC-1997 to present, prior            
                             thereto from 1995 to 1996.                           

  Kent R. Zimmerman**        Assistant Treasurer of Cova-May, 1996 to             
                             present; Assistant Treasurer of CFLIC-May,           
                             1996 to present; Assistant Treasurer of CLMC-        
                             1996 to present.  Second Vice President of           
                             General American Life Insurance Company-             
                             1997 to present, prior thereto Vice President        
                             1992 to 1997.  Mr. Zimmerman holds various           
                             positions with the General American                  
                             subsidiaries - Assistant Treasurer, Security         
                             Equity Life Insurance Company, Paragon Life          
                             Insurance Company, General Life Insurance            
                             Company of America and RGA Reinsurance Co.           

   * Business Address:       Cova, One Tower Lane, Suite 3000, Oakbrook           
                             Terrace, IL 60181                                    
  ** Business Address:       General American, 700 S. Market Street, St. Louis,   
                             MO 63101                                             
 *** Business Address:       General American, 13045 Tesson Ferry Road,           
                             St. Louis, MO 63128                                  

**** Business Address:       J&H/KVI, 1776 West Lakes Parkway,                    
                             West Des Moines, IA 50266                            

VOTING                                                                          

In accordance with its view of present applicable law, Cova will vote the shares
of the investment  portfolios at special  meetings of shareholders in accordance
with instructions received from owners having a voting interest.  Cova will vote
shares for which it has not received  instructions  in the same proportion as it
votes  shares for which it has received  instructions.  Cova will vote shares it
owns in the  same  proportion  as it votes  shares  for  which  it has  received
instructions. The funds do not hold regular meetings of shareholders.           

If the  Investment  Company Act of 1940 or any regulation  thereunder  should be
amended or if the present  interpretation thereof should change, and as a result
Cova  determines that it is permitted to vote the shares of the funds in its own
right, it may elect to do so.                                                   

The voting  interests of the owner in the funds will be  determined  as follows:
owners  may cast one vote for each $100 of  Account  Value of a Policy  which is
allocated to an investment  portfolio on the record date.  Fractional  votes are
counted.                                                                        

The number of shares which a person has a right to vote will be determined as of
the date to be chosen by Cova not more than sixty (60) days prior to the meeting
of the fund. Voting  instructions will be solicited by written  communication at
least fourteen (14) days prior to such meeting.                                 

Each owner having such a voting interest will receive  periodic reports relating
to the investment portfolios in which he or she has an interest,  proxy material
and a form with which to give such voting instructions.                         

DISREGARD  OF VOTING  INSTRUCTIONS.  Cova may,  when  required to do so by state
insurance  authorities,  vote shares of the funds without regard to instructions
from owners if such  instructions  would require the shares to be voted to cause
an investment portfolio to make, or refrain from making, investments which would
result in changes in the  sub-classification  or  investment  objectives  of the
investment portfolio.  Cova may also disapprove changes in the investment policy
initiated by owners or trustees of the funds, if such  disapproval is reasonable
and is based on a good faith determination by Cova that the change would violate
state or federal law or the change would not be consistent  with the  investment
objectives of the investment portfolios or which varies from the general quality
and nature of  investments  and investment  techniques  used by other funds with
similar  investment  objectives  underlying other variable  contracts offered by
Cova or of an  affiliated  company.  In the  event  Cova does  disregard  voting
instructions,  a summary of this  action and the reasons for such action will be
included in the next semi-annual report to owners.                              

THE SEPARATE ACCOUNT                                                            

Cova has  established  the  separate  account, Cova  Variable  Life Account Five
(Separate Account), to hold the assets that underlie the Policies.  The Board of
Directors of Cova adopted a resolution to establish  the Separate  Account under
California insurance law on March 24, 1992.  The Separate  Account has not yet  
commenced  operations.  Cova  has  registered  the  Separate  Account  with  the
Securities  Exchange  Commission as a unit investment trust under the Investment
Company Act of 1940.                                                            

The investment program of the Separate Account will not be changed without the  
approval by the Insurance Commissioner of the state of California.  If required,
the approval process is on file with the Commissioner of the state in which this
Policy is issued.                                                               

If the New York Stock  Exchange is closed  (except for holidays and weekends) or
trading is  restricted  due to an  emergency  as defined by the  Securities  and
Exchange  Commission  so that Cova cannot  value  Accumulation  Units,  Cova may
postpone all procedures which require valuation of the Accumulation Units       
until valuation is possible.                                                    

LEGAL OPINIONS                                                                  

Legal matters in connection with the Policies  described herein are being passed
upon  by  the  law  firm  of  Blazzard,  Grodd  &  Hasenauer,   P.C.,  Westport,
Connecticut.                                                                    

REDUCTION OR ELIMINATION OF SURRENDER CHARGE                                    

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

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

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

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

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

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

The  surrender  charge  may be  eliminated  when the  Policies  are issued to an
officer, director or employee of Cova or any of its affiliates. In no event will
any  reduction or  elimination  of the surrender  charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.         

MISSTATEMENT OF AGE OR SEX                                                      

If the age or sex of the  insured(s)  has been  incorrectly  stated,  the  death
benefit  will be  adjusted  to reflect  the death  benefit  that would have been
provided  by the last cost of  insurance  at the  correct  age and/or sex of the
insured.                                                                        

COVA'S RIGHT TO CONTEST                                                         

Cova cannot contest the validity of the Policy except in the case of fraud after
it has been in effect  during  the  insured's  lifetime  for two years  from the
Policy Date. If the Policy is reinstated,  the two-year  period is measured from
the date of  reinstatement.  In addition,  if the insured commits suicide in the
two-year  period,  or such period as specified in state law, the benefit payable
will be limited to premiums paid less Debt and less any surrenders.             

SETTLEMENT OPTIONS                                                              

The Cash Surrender Value or the death proceeds may be paid in a lump sum or     
may be applied to one of the Settlement Options. The Settlement Options are:    

Option 1: Life Annuity                                                
Option 2: Life Annuity with 5, 10 or 20 years guaranteed              
Option 3: Joint and Last Survivor Annuity                             
Option 4: Payments for a Designated Period                            

You or the  beneficiary  can select to have the  Settlement  Options  payable on
either a fixed or variable basis.                                               

TAX STATUS                                                                      

NOTE: THE FOLLOWING  DESCRIPTION IS BASED UPON COVA'S  UNDERSTANDING  OF CURRENT
FEDERAL  INCOME TAX LAW  APPLICABLE  TO LIFE  INSURANCE IN GENERAL.  COVA 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. SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"),
DEFINES  THE TERM "LIFE  INSURANCE  CONTRACT"  FOR  PURPOSES  OF THE CODE.  COVA
BELIEVES  THAT THE  POLICIES  TO BE  ISSUED  WILL  QUALIFY  AS  "LIFE  INSURANCE
CONTRACTS"  UNDER  SECTION  7702.  COVA DOES NOT GUARANTEE THE TAX STATUS OF THE
POLICIES. PURCHASERS BEAR THE COMPLETE RISK THAT THE POLICIES MAY NOT BE TREATED
AS "LIFE  INSURANCE"  UNDER FEDERAL INCOME TAX LAWS.  PURCHASERS  SHOULD CONSULT
THEIR OWN TAX  ADVISERS.  IT SHOULD BE  FURTHER  UNDERSTOOD  THAT THE  FOLLOWING
DISCUSSION  IS NOT  EXHAUSTIVE  AND THAT  SPECIAL  RULES NOT  DESCRIBED  IN THIS
PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.                             

INTRODUCTION.  The discussion  contained  herein is general in nature and is not
intended as tax advice.  Each person  concerned  should  consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  the discussion  herein is based upon Cova's  understanding of current
federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  federal income
tax laws or of the current interpretations by the Internal Revenue Service.     

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

DIVERSIFICATION.  Section  817(h) of the Code  imposes  certain  diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance 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 Policy as a life  insurance  contract  would result in imposition of federal
income tax to the owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision which provides that life insurance  policies such as the Policies meet
the  diversification  requirements  if,  as of the  close of each  quarter,  the
underlying assets meet the diversification  standards for a regulated investment
company and no more than fifty-five (55%) percent of the total assets consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment  companies.  There is an exception for securities  issued by the U.S.
Treasury in connection with variable life insurance policies.                   

On March 2, 1989,  the  Treasury  Department  issued  Regulations  (Treas.  Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  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: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  For  purposes of these  Regulations,  all  securities  of the same
issuer are treated as a single investment.                                      

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".               

Cova intends that each  investment  portfolio  underlying  the Policies  will be
managed by the managers 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 Policy.  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 Policy 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.                  

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  owner  being
retroactively determined to be the owner of the assets of the Separate Account. 

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

TAX  TREATMENT  OF THE POLICY.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing these charges,  Cova has relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.                                   

While Cova has  attempted to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service  will not concur with Cova's  interpretations  of Section 7702 that were
made in determining such  compliance.  In the event the Policy is determined not
to so comply,  it would not  qualify for the  favorable  tax  treatment  usually
accorded life insurance policies.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.                       

POLICY PROCEEDS.  Loan proceeds and/or surrender  payments from the Policies are
fully  taxable to the extent of income in the Policy and may  further be subject
to an additional  10% federal  income tax penalty.  (See "Tax Treatment of Loans
and Surrenders".)  Otherwise,  the Policy should receive the same federal income
tax treatment as any other type of life  insurance.  As such,  the death benefit
thereunder is excludable from the gross income of the beneficiary  under Section
101(a) of the Code and any benefits  paid under the  Accelerated  Death  Benefit
Rider shall be excludable  from gross income under  Section  101(g) of the Code.
Furthermore,  the  owner is not  deemed  to be in  constructive  receipt  of the
account value or Cash Surrender Value,  including  increments  thereon,  under a
Policy until surrender  thereof.  If the death proceeds are to be paid under one
of the  Settlement  Options,  the payments  will be prorated  between the amount
attributable   to  the  death  benefit   which  will  be  excludable   from  the
beneficiary's  income  and the amount  attributable  to  interest  which will be
includable in the beneficiary's income.                                         

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Policy owner or beneficiary.  Owners and beneficiaries  should consult their tax
adviser.                                                                        

JOINT LIVES.  The Policy may be issued with a Joint Life Rider providing for the
payment of the death benefit upon the death of the last surviving insured. While
Cova believes  that a Policy issued on this basis  complies with Section 7702 of
the Code, such  circumstances are not directly  addressed in either Section 7702
or the  regulations  issued  thereunder.  In the absence of  regulation or other
guidelines,  there is some  uncertainty as to whether a Policy with such a joint
life feature meets the requirements of Section 7702 of the Code.                

TAX  TREATMENT  OF LOANS  AND  SURRENDERS.  The Code  alters  the tax  treatment
accorded to loans and certain  distributions  from life insurance policies which
are  deemed  to  be  "modified  endowment   contracts".   The  Policy's  premium
requirements  are such that  Policies  issued on or after June 21,  1988 will be
treated as modified  endowment  contracts.  A Policy  received in exchange for a
modified endowment contract is also a modified endowment contract  regardless of
whether it meets the 7-pay test.                                                

However,  an exchange under Section 1035 of the code of a life insurance  policy
entered into before June 21, 1988 for the Policy will not cause the Policy to   
be treated as a modified endowment contract if no additional  premiums are paid.

A Policy that was entered into prior to June 21, 1988 may be deemed to be a modi
fied endowment  contract if it is materially changed and fails to meet the 7-pay
test.  A Policy  fails to meet the 7-pay test when the  cumulative  amount  paid
under the Policy at any time during the first 7 Policy Years  exceeds the sum of
the net level  premiums which would have been paid on or before such time if the
Policy provided for paid-up future benefits after the payment of seven (7) level
annual  premiums.  A material  change  would  include any increase in the future
benefits provided under a policy unless the increase is attributable to: (1) the
payment of premiums  necessary  to fund the lowest death  benefit and  qualified
additional  benefits  payable  in the  first  seven  policy  years;  or (2)  the
crediting of interest or other earnings (including  policyholder dividends) with
respect to such premiums.                                                       

Assuming  that the Policy  will be treated  as a  modified  endowment  contract,
surrenders  and/or  loan  proceeds  are  taxable  to the extent of income in the
Policy. Such distributions are deemed to be on a last-in, first-out basis, which
means the taxable income is distributed  first.  Loan proceeds and/or  surrender
payments  may also be subject to an  additional  10% federal  income tax penalty
applied to the income portion of such distribution. The penalty shall not apply,
however,  to any  distribution:  (1)  made on or after  the  date on  which  the
taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer  becoming
disabled  (within the meaning of Section  72(m)(7) of the Code); or (3) which is
part of a  series  of  substantially  equal  periodic  payments  made  not  less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
beneficiary. Furthermore, only under limited circumstances will interest paid on
Policy loans be tax deductible.                                                 

Policy owners should seek competent tax advice on the tax consequences of taking
loans, making a partial or total surrender or making any material  modifications
to their Policies.                                                              

MULTIPLE  POLICIES.  The Code further provides that multiple modified  endowment
contracts that are issued within a calendar year period to the same owner by one
company or its  affiliates  are treated as one modified  endowment  contract for
purposes of determining the taxable portion of any loans or distributions.  Such
treatment may result in adverse tax  consequences  including more rapid taxation
of the loans or distributed  amounts from such combination of contracts.  Policy
owners should  consult a tax adviser prior to purchasing  more than one modified
endowment contract in any calendar year period.                                 

TAX  TREATMENT  OF  ASSIGNMENTS.  An  assignment  of a Policy  or the  change of
ownership of a Policy may be a taxable  event.  Policy owners  should  therefore
consult competent tax advisers should they wish to assign or change the owner of
their Policies.                                                                 

QUALIFIED PLANS. The Policies may be used in conjunction with certain  qualified
plans.  Because the rules governing such use are complex, a purchaser should not
do so until he has consulted a competent qualified plans consultant.            

INCOME TAX WITHHOLDING                                                          

All distributions or the portion thereof which is includable in gross income    
of the Policy owner are subject to federal income tax withholding. However,     
the Policy owner in most cases may elect not to have taxes withheld. The        
Policy owner may be required to pay penalties  under the estimated tax rules, if
the Policy owner's withholding and estimated tax payments are insufficient.     

REPORTS TO OWNERS                                                               

Cova will send to each  owner  semi-annual  and annual  reports of the  Separate
Account. Within 30 days after each Policy Anniversary,  an annual statement will
be sent to each  owner.  The  statement  will show the  current  amount of death
benefit payable under the Policy,  the current  Account Value,  the current Cash
Surrender  Value,  current  debt  and  will  show  all  transactions  previously
confirmed.  The statement will also show premiums paid and all charges  deducted
during the Policy Year.                                                         

Confirmations  will  be  mailed  to  Policy  owners  within  seven  days  of the
transaction of: (a) the receipt of premium;  (b) any transfer between investment
portfolios;  (c)  any  loan,  interest  repayment,  or loan  repayment;  (d) any
surrender; (e) exercise of the free look privilege; and (f) payment of the death
benefit  under the Policy.  Upon  request a Policy  owner shall be entitled to a
receipt of premium payment.                                                     

LEGAL PROCEEDINGS                                                               

There are no legal  proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate  Account are subject.  Cova is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.                           

EXPERTS                                                                         

The  Balance  Sheet of the  Company  as of  December  31,  1996 and 1995 and the
related consolidated  Statements of Income,  Shareholder's Equity and Cash Flows
for the year ended  December  31, 1996 and the periods from June 1, 1995 through
December  31,  1995 and  January 1, 1995  through  May 31, 1995 and for the year
ended  December  31,  1994 and the  Statements  of Assets  and  Liabilities  and
Contract  Owners' Equity of the Separate Account as of December 31, 1996 and the
related  Statement of Operations  for the year then ended and the  Statement of 
Change in Contract  Owners'  Equity for the year ended December 31, 1996 and the
period from June 19, 1995 through December 31, 1995,  included herein, have been
included  herein  in  reliance  upon  the  reports  of ________________________,
independent  certified public accountants,  appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.               

FINANCIAL STATEMENTS                                                            

There are no financial statements for the Separate Account because it has not   
yet commenced operations.                                                       

Financial Statements of Cova will be filed by Amendment.                        

APPENDIX A
 ILLUSTRATION OF POLICY VALUES

In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  We chose two males ages 55 and 70 and a husband  and wife age 65. Our
hypothetical  insureds are in good health which means the Policy would be issued
with standard rates.  The initial premium was $10,000 and is 100% of the Maximum
Premium Limit.                                                                  

There are three  illustrations  -- all of which are based on the above.  We also
assumed that the  underlying  investment  portfolio had gross rates of return of
0%, 6%, 12%.  This means that the  underlying  investment  portfolio  would earn
these rates of return  before the  deduction of the  advisory fee and  operating
expenses.  When these costs are taken into  account,  the net annual  investment
return rates (net of an average of 0.83% for these  charges)  are  approximately
-0.83%, 5.17% and 11.17%.                                                       

It is  important  to be aware  that this  illustration  assumes a level  rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of your Policy.  In order to properly show you   
how the Policy actually works, we calculated  values for the Account Value, Cash
Surrender  Value and the net death  benefit.  The net death benefit is the death
benefit  minus any  outstanding  loans and loan  interest  accrued.  We used the
charges we described in the Expenses  Section of the  Prospectus.  These charges
are: (1)  mortality  and expense risk charge equal to an annual rate of 0.90% of
the Account Value in the investment portfolios for the first ten years and 0.75%
after that; (2) an administrative charge equal to an annual rate of 0.40% of the
Account Value;  (3) a tax expense charge equal to an annual rate of 0.40% of the
Account  Value for the first 10 years;  (4) any  surrender  charges or  deferred
premium tax charge which may be applicable  in  determining  the Cash  Surrender
Values; and (5) the policy maintenance  charge. We also deducted for the cost of
insurance based on both the current charges and the guaranteed charges.         

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how $10,000 grows if it was invested at 5% per year.                 

We will furnish  you,  upon  request,  a  comparable  personalized  illustration
reflecting the proposed  insured's age, risk  classification,  Face Amount,  the
proposed initial premium,  and reflecting both the current cost of insurance and
the guaranteed cost of insurance.                                               

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION  
 MALE, ISSUE AGE 55, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

                                                        [Enlarge/Download Table]

                                      CURRENT        CHARGES*                       GUARANTEED     CHARGES**            

                          Premiums                                                                                      
   End of              Accumulated                           Cash              Net                         Cash      Net
   Policy           at 5% Interest       Account        Surrender            Death        Account     Surrender    Death
    Year                  Per Year         Value            Value          Benefit          Value         Value  Benefit
    ----                  --------         -----            -----          -------          -----         -----  -------
                                                                                                                        
      1                     10,500         9,657            8,790           27,290          9,530         8,676   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      2                     11,025         9,324            8,513           27,290          9,050         8,265   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      3                     11,576         9,002            8,244           27,290          8,556         7,839   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      4                     12,155         8,690            8,098           27,290          8,046         7,502   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      5                     12,763         8,387            7,913           27,290          7,518         7,098   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      6                     13,401         8,094            7,730           27,290          6,968         6,659   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      7                     14,071         7,811            7,548           27,290          6,390         6,181   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      8                     14,775         7,536            7,367           27,290          5,780         5,655   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
      9                     15,513         7,269            7,189           27,290          5,130         5,075   27,290
      -                     ------         -----            -----           ------          -----         -----   ------
     10                     16,289         7,012            7,012           27,290          4,433         4,433   27,290
     --                     ------         -----            -----           ------          -----         -----   ------

     15                     20,789         6,004            6,004           27,290             44            44   27,290
     --                     ------         -----            -----           ------          -----         -----   ------
     20                     26,533         5,121            5,121           27,290              0             0        0
     --                     ------         -----            -----           ------          -----         -----   ------
     25                     33,864         4,347            4,347           27,290              0             0        0
     --                     ------         -----            -----           ------          -----         -----   ------
     30                     43,219         3,668            3,668           27,290              0             0        0
     --                     ------         -----            -----           ------          -----         -----   ------
<FN>                                                                                                                    
*  These values reflect investment results using current cost of insurance                                              
   rates.                                                                                                               

** These values reflect investment results using guaranteed cost of insurance                                           
   rates.                                                                                                               
</FN>                                                                                                                   


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION
 MALE, ISSUE AGE 55, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

                                                        [Enlarge/Download Table]

                                                                                                                          
                                       CURRENT         CHARGES*                       GUARANTEED     CHARGES**            

                          Premiums                                                                                        
   End of              Accumulated                             Cash              Net                         Cash  Net    
   Policy           at 5% Interest         Account        Surrender            Death        Account     Surrender  Death  
    Year                  Per Year           Value            Value          Benefit          Value         Value  Benefit
    ----                  --------           -----            -----          -------          -----         -----  -------
                                                                                                                          
1                           10,500          10,238            9,338           27,290         10,112         9,212  27,290 
-                           ------          ------            -----           ------         ------         -----  ------ 
2                           11,025          10,482            9,607           27,290         10,212         9,337  27,290 
-                           ------          ------            -----           ------         ------         -----  ------ 
3                           11,576          10,732            9,882           27,290         10,298         9,448  27,290 
-                           ------          ------            -----           ------         ------         -----  ------ 
4                           12,155          10,990           10,300           27,290         10,367         9,677  27,290 
-                           ------          ------           ------           ------         ------         -----  ------ 
5                           12,763          11,254           10,679           27,290         10,419         9,844  27,290 
-                           ------          ------           ------           ------         ------         -----  ------ 
6                           13,401          11,525           11,065           27,290         10,449         9,989  27,290 
-                           ------          ------           ------           ------         ------        ------  ------ 
7                           14,071          11,804           11,459           27,290         10,454        10,109  27,290 
-                           ------          ------           ------           ------         ------        ------  ------ 
8                           14,775          12,090           11,860           27,290         10,429        10,199  27,290 
-                           ------          ------           ------           ------         ------        ------  ------ 
9                           15,513          12,384           12,269           27,290         10,368        10,253  27,290 
-                           ------          ------           ------           ------         ------        ------  ------ 
10                          16,289          12,685           12,685           27,290         10,266        10,266  27,290 
--                          ------          ------           ------           ------         ------        ------  ------ 

15                          20,789          14,721           14,721           27,290          9,219         9,219  27,290 
--                          ------          ------           ------           ------          -----         -----  ------ 
20                          26,533          17,110           17,110           27,290          5,561         5,561  27,290 
--                          ------          ------           ------           ------          -----         -----  ------ 
25                          33,864          19,912           19,912           27,290              0             0       0 
--                          ------          ------           ------           ------          -----         -----  ------ 
30                          43,219          23,199           23,199           27,290              0             0       0 
--                          ------          ------           ------           ------          -----         -----  ------ 

<FN>                                                                                                                      
*  These values reflect investment results using current cost of insurance                                                
   rates.                                                                                                                 

** These values reflect investment results using guaranteed cost of insurance                                             
   rates.                                                                                                                 
</FN>                                                                                                                     


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION
 MALE, ISSUE AGE 55, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

                                                        [Enlarge/Download Table]

                                        CURRENT        CHARGES*                     GUARANTEED      CHARGES**            

                            Premiums                                                                                     
   End of                Accumulated                          Cash             Net                          Cash      Net
   Policy             at 5% Interest        Account      Surrender           Death         Account     Surrender    Death
    Year                    Per Year          Value          Value         Benefit           Value         Value  Benefit
    ----                    --------          -----          -----         -------           -----         -----  -------
                                                                                                                         
      1                       10,500         10,819          9,919          27,290          10,694         9,794   27,290
      -                       ------         ------          -----          ------          ------         -----   ------
      2                       11,025         11,707         10,832          27,290          11,444        10,569   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      3                       11,576         12,671         11,821          27,290          12,254        11,404   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      4                       12,155         13,717         13,027          27,290          13,134        12,444   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      5                       12,763         14,851         14,276          27,290          14,089        13,514   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      6                       13,401         16,082         15,622          27,290          15,131        14,671   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      7                       14,071         17,418         17,073          27,290          16,268        15,923   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      8                       14,775         18,866         18,636          27,290          17,513        17,283   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
      9                       15,513         20,438         20,323          27,290          18,881        18,766   27,290
      -                       ------         ------         ------          ------          ------        ------   ------
     10                       16,289         22,146         22,146          27,290          20,391        20,391   27,290
     --                       ------         ------         ------          ------          ------        ------   ------

     15                       20,789         34,213         34,213          39,687          31,402        31,402   36,426
     --                       ------         ------         ------          ------          ------        ------   ------
     20                       26,533         53,122         53,122          56,841          48,715        48,715   52,125
     --                       ------         ------         ------          ------          ------        ------   ------
     25                       33,864         83,370         83,370          87,538          76,453        76,453   80,276
     --                       ------         ------         ------          ------          ------        ------   ------
     30                       43,219        129,690        129,690         136,175         118,921       118,921  124,867
     --                       ------        -------        -------         -------         -------       -------  -------
<FN>                                                                                                                     

*  These values reflect investment results using current cost of insurance                                               
   rates.                                                                                                                

** These values reflect investment results using guaranteed cost of insurance                                            
   rates.                                                                                                                
</FN>                                                                                                                    


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION
 MALE, ISSUE AGE 70, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

                                                        [Enlarge/Download Table]

                                      CURRENT        CHARGES*                     GUARANTEED      CHARGES**              

                          Premiums                                                                                       
   End of              Accumulated                           Cash            Net                            Cash  Net    
   Policy           at 5% Interest       Account        Surrender          Death         Account       Surrender  Death  
    Year                  Per Year         Value            Value        Benefit           Value           Value  Benefit
    ----                  --------         -----            -----        -------           -----           -----  -------
                                                                                                                         
1                           10,500         9,657            8,790         17,020           9,423           8,578  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
2                           11,025         9,324            8,513         17,020           8,804           8,043  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
3                           11,576         9,002            8,244         17,020           8,133           7,455  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
4                           12,155         8,690            8,098         17,020           7,396           6,901  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
5                           12,763         8,387            7,913         17,020           6,578           6,217  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
6                           13,401         8,094            7,730         17,020           5,663           5,420  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
7                           14,071         7,811            7,548         17,020           4,631           4,488  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
8                           14,775         7,536            7,367         17,020           3,461           3,394  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
9                           15,513         7,269            7,189         17,020           2,123           2,107  17,020 
-                           ------         -----            -----         ------           -----           -----  ------ 
10                          16,289         7,012            7,012         17,020             581             581  17,020 
--                          ------         -----            -----         ------           -----           -----  ------ 

15                          20,789         6,004            6,004         17,020               0               0       0 
--                          ------         -----            -----         ------           -----           -----  ------ 
20                          26,533         5,121            5,121         17,020               0               0       0 
--                          ------         -----            -----         ------           -----           -----  ------ 
25                          33,864         4,347            4,347         17,020               0               0       0 
--                          ------         -----            -----         ------           -----           -----  ------ 
30                          43,219         3,668            3,668         17,020               0               0       0 
--                          ------         -----            -----         ------           -----           -----  ------ 

<FN>                                                                                                                     
*  These values reflect investment results using current cost of insurance                                               
   rates.                                                                                                                

** These values reflect investment results using guaranteed cost of insurance                                            
   rates.                                                                                                                
</FN>                                                                                                                    


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION
 MALE, ISSUE AGE 70, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

                                                        [Enlarge/Download Table]

                                       CURRENT        CHARGES*                    GUARANTEED      CHARGES**             

                           Premiums                                                                                     
   End of               Accumulated                          Cash            Net                           Cash      Net
   Policy            at 5% Interest        Account      Surrender          Death         Account      Surrender    Death
    Year                   Per Year          Value          Value        Benefit           Value          Value  Benefit
    ----                   --------          -----          -----        -------           -----          -----  -------
                                                                                                                        
1                            10,500         10,238          9,338         17,020          10,010          9,110   17,020
-                            ------         ------          -----         ------          ------          -----   ------
2                            11,025         10,482          9,607         17,020           9,990          9,116   17,020
-                            ------         ------          -----         ------          ------          -----   ------
3                            11,576         10,732          9,882         17,020           9,935          9,091   17,020
-                            ------         ------          -----         ------           -----          -----   ------
4                            12,155         10,990         10,300         17,020           9,836          9,159   17,020
-                            ------         ------         ------         ------           -----          -----   ------
5                            12,763         11,254         10,679         17,020           9,685          9,129   17,020
-                            ------         ------         ------         ------           -----          -----   ------
6                            13,401         11,525         11,065         17,020           9,471          9,037   17,020
-                            ------         ------         ------         ------           -----          -----   ------
7                            14,071         11,804         11,459         17,020           9,182          8,867   17,020
-                            ------         ------         ------         ------           -----          -----   ------
8                            14,775         12,090         11,860         17,020           8,804          8,604   17,020
-                            ------         ------         ------         ------           -----          -----   ------
9                            15,513         12,384         12,269         17,020           8,320          8,226   17,020
-                            ------         ------         ------         ------           -----          -----   ------
10                           16,289         12,685         12,685         17,020           7,702          7,702   17,020
--                           ------         ------         ------         ------           -----          -----   ------

15                           20,789         14,721         14,721         17,020           1,033          1,033   17,020
--                           ------         ------         ------         ------           -----          -----   ------
20                           26,533         17,110         17,110         17,965               0              0        0
--                           ------         ------         ------         ------           -----          -----   ------
25                           33,864         20,043         20,043         20,243               0              0        0
--                           ------         ------         ------         ------           -----          -----   ------
30                           43,219         23,685         23,685         23,922               0              0        0
--                           ------         ------         ------         ------           -----          -----   ------

<FN>                                                                                                                    
*  These values reflect investment results using current cost of insurance                                              
   rates.                                                                                                               

** These values reflect investment results using guaranteed cost of insurance                                           
   rates.                                                                                                               
</FN>                                                                                                                   


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

SINGLE LIFE OPTION
 MALE, ISSUE AGE 70, STANDARD RATE CLASS

 $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

                                                        [Enlarge/Download Table]

                                       CURRENT          CHARGES*                     GUARANTEED     CHARGES**             

                          Premiums                                                                                        
   End of              Accumulated                               Cash           Net                          Cash      Net
   Policy           at 5% Interest          Account         Surrender         Death        Account      Surrender    Death
    Year                  Per Year            Value             Value       Benefit          Value          Value  Benefit
    ----                  --------            -----             -----       -------          -----          -----  -------
                                                                                                                          
1                           10,500           10,819             9,919        17,020         10,597          9,697   17,020
                            ------           ------             -----        ------         ------          -----   ------
2                           11,025           11,707            10,832        17,020         11,249         10,374   17,020
-                           ------           ------            ------        ------         ------         ------   ------
3                           11,576           12,671            11,821        17,020         11,967         11,117   17,020
-                           ------           ------            ------        ------         ------         ------   ------
4                           12,155           13,717            13,027        17,020         12,766         12,076   17,020
-                           ------           ------            ------        ------         ------         ------   ------
5                           12,763           14,851            14,276        17,020         13,663         13,088   17,020
-                           ------           ------            ------        ------         ------         ------   ------
6                           13,401           16,091            15,631        17,020         14,685         14,225   17,020
-                           ------           ------            ------        ------         ------         ------   ------
7                           14,071           17,485            17,140        18,359         15,866         15,521   17,020
-                           ------           ------            ------        ------         ------         ------   ------
8                           14,775           18,999            18,769        19,949         17,229         16,999   18,090
-                           ------           ------            ------        ------         ------         ------   ------
9                           15,513           20,641            20,526        21,673         18,715         18,600   19,651
-                           ------           ------            ------        ------         ------         ------   ------
10                          16,289           22,421            22,421        23,542         20,326         20,326   21,342
--                          ------           ------            ------        ------         ------         ------   ------

15                          20,789           34,698            34,698        36,433         31,436         31,436   33,008
--                          ------           ------            ------        ------         ------         ------   ------
20                          26,533           53,455            53,455        56,128         48,085         48,085   50,489
--                          ------           ------            ------        ------         ------         ------   ------
25                          33,864           83,412            83,412        84,246         74,706         74,706   75,453
--                          ------           ------            ------        ------         ------         ------   ------
30                          43,219          132,389           132,989       133,713        118,527        118,527  119,712
--                          ------          -------           -------       -------        -------        -------  -------

<FN>                                                                                                                      

*  These values reflect investment results using current cost of insurance                                                
   rates.                                                                                                                 

** These values reflect investment results using guaranteed cost of insurance                                             
   rates.                                                                                                                 
</FN>                                                                                                                     


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

JOINT LIFE OPTION 

 MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
 $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

                                                        [Enlarge/Download Table]

                                       CURRENT        CHARGES*                     GUARANTEED     CHARGES**            

                          Premiums                                                                                     
   End of              Accumulated                            Cash            Net                         Cash      Net
   Policy           at 5% Interest         Account       Surrender          Death        Account     Surrender    Death
    Year                  Per Year           Value           Value        Benefit          Value         Value  Benefit
    ----                  --------           -----           -----        -------          -----         -----  -------
                                                                                                                       
1                           10,500           9,713           8,841         28,020          9,713         8,841   28,020
-                           ------           -----           -----         ------          -----         -----   ------
2                           11,025           9,415           8,596         28,020          9,415         8,596   28,020
-                           ------           -----           -----         ------          -----         -----   ------
3                           11,576           9,122           8,353         28,020          9,104         8,337   28,020
-                           ------           -----           -----         ------          -----         -----   ------
4                           12,155           8,837           8,234         28,020          8,776         8,178   28,020
-                           ------           -----           -----         ------          -----         -----   ------
5                           12,763           8,560           8,075         28,020          8,425         7,949   28,020
-                           ------           -----           -----         ------          -----         -----   ------
6                           13,401           8,291           7,917         28,020          8,046         7,684   28,020
-                           ------           -----           -----         ------          -----         -----   ------
7                           14,071           8,029           7,758         28,020          7,630         7,374   28,020
-                           ------           -----           -----         ------          -----         -----   ------
8                           14,775           7,775           7,601         28,020          7,167         7,007   28,020
-                           ------           -----           -----         ------          -----         -----   ------
9                           15,513           7,528           7,444         28,020          6,642         6,569   28,020
-                           ------           -----           -----         ------          -----         -----   ------
10                          16,289           7,287           7,287         28,020          6,039         6,039   28,020
--                          ------           -----           -----         ------          -----         -----   ------

15                          20,789           6,358           6,358         28,020          1,232         1,232   28,020
--                          ------           -----           -----         ------          -----         -----   ------
20                          26,533           5,529           5,529         28,020              0             0        0
--                          ------           -----           -----         ------          -----         -----   ------
25                          33,864           4,789           4,789         28,020              0             0        0
--                          ------           -----           -----         ------          -----         -----   ------
30                          43,219           4,129           4,129         28,020              0             0        0
--                          ------           -----           -----         ------          -----         -----   ------

<FN>                                                                                                                   
*  These values reflect investment results using current cost of insurance                                             
   rates.                                                                                                              

** These values reflect investment results using guaranteed cost of insurance                                          
   rates.                                                                                                              
</FN>                                                                                                                  


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

JOINT LIFE OPTION 

 MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
 $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

                                                        [Enlarge/Download Table]

                                      CURRENT        CHARGES*                     GUARANTEED      CHARGES**             

                          Premiums                                                                                      
   End of              Accumulated                           Cash            Net                           Cash      Net
   Policy           at 5% Interest       Account        Surrender          Death         Account      Surrender    Death
    Year                  Per Year         Value            Value        Benefit           Value          Value  Benefit
    ----                  --------         -----            -----        -------           -----          -----  -------
                                                                                                                        
1                           10,500        10,297            9,397         28,020          10,297          9,397   28,020
-                           ------        ------            -----         ------          ------          -----   ------
2                           11,025        10,588            9,713         28,020          10,588          9,713   28,020
-                           ------        ------            -----         ------          ------          -----   ------
3                           11,576        10,880           10,030         28,020          10,870         10,020   28,020
-                           ------        ------           ------         ------          ------         ------   ------
4                           12,155        11,181           10,491         28,020          11,138         10,448   28,020
-                           ------        ------           ------         ------          ------         ------   ------
5                           12,763        11,490           10,915         28,020          11,391         10,816   28,020
-                           ------        ------           ------         ------         -------         ------   ------
6                           13,401        11,809           11,349         28,020          11,623         11,163   28,020
-                           ------        ------           ------         ------          ------         ------   ------
7                           14,071        12,138           11,793         28,020          11,828         11,483   28,020
-                           ------        ------           ------         ------          ------         ------   ------
8                           14,775        12,477           12,247         28,020          11,999         11,769   28,020
-                           ------        ------           ------         ------          ------         ------   ------
9                           15,513        12,826           12,711         28,020          12,124         12,009   28,020
-                           ------        ------           ------         ------          ------         ------   ------
10                          16,289        13,185           13,185         28,020          12,192         12,192   28,020
--                          ------        ------           ------         ------          ------         ------   ------

15                          20,789        15,580           15,580         28,020          11,569         11,569   28,020
--                          ------        ------           ------         ------          ------         ------   ------
20                          26,533        18,439           18,439         28,020           5,958          5,958   28,020
--                          ------        ------           ------         ------           -----          -----   ------
25                          33,864        21,853           21,853         28,020               0              0        0
--                          ------        ------           ------         ------           -----          -----   ------
30                          43,219        25,927           25,927         28,020               0              0        0
--                          ------        ------           ------         ------           -----          -----   ------

<FN>                                                                                                                    
*  These values reflect investment results using current cost of insurance                                              
   rates.                                                                                                               

** These values reflect investment results using guaranteed cost of insurance                                           
   rates.                                                                                                               
</FN>                                                                                                                   


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 COVA FINANCIAL LIFE INSURANCE COMPANY
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

 HYPOTHETICAL ILLUSTRATION

JOINT LIFE OPTION 

 MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
 $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

                                                        [Enlarge/Download Table]

                                        CURRENT         CHARGES*                      GUARANTEED     CHARGES**            

                           Premiums                                                                                       
   End of               Accumulated                              Cash            Net                         Cash    Net  
   Policy            at 5% Interest         Account         Surrender          Death        Account     Surrender    Death
    Year                   Per Year           Value             Value        Benefit          Value         Value  Benefit
    ----                   --------           -----             -----        -------          -----         -----  -------
                                                                                                                          
1                            10,500          10,882             9,982         28,020         10,882         9,982   28,020
-                            ------          ------             -----         ------         ------         -----   ------
2                            11,025          11,830            10,955         28,020         11,830        10,955   28,020
-                            ------          ------            ------         ------         ------        ------   ------
3                            11,576          12,849            11,999         28,020         12,847        11,997   28,020
-                            ------          ------            ------         ------         ------        ------   ------
4                            12,155          13,959            13,269         28,020         13,941        13,251   28,020
-                            ------          ------            ------         ------         ------        ------   ------
5                            12,763          15,167            14,592         28,020         15,119        14,544   28,020
-                            ------          ------            ------         ------         ------        ------   ------
6                            13,401          16,483            16,023         28,020         16,387        15,927   28,020
-                            ------          ------            ------         ------         ------        ------   ------
7                            14,071          17,915            17,570         28,020         17,757        17,412   28,020
-                            ------          ------            ------         ------         ------        ------   ------
8                            14,775          19,474            19,244         28,020         19,240        19,010   28,020
-                            ------          ------            ------         ------         ------        ------   ------
9                            15,513          21,171            21,056         28,020         20,852        20,737   28,020
-                            ------          ------            ------         ------         ------        ------   ------
10                           16,289          23,019            23,019         28,020         22,612        22,612   28,020
--                           ------          ------            ------         ------         ------        ------   ------

15                           20,789          36,188            36,188         37,997         35,472        35,472   37,245
--                           ------          ------            ------         ------         ------        ------   ------
20                           26,533          56,832            56,832         59,674         55,592        55,592   58,372
--                           ------          ------            ------         ------         ------        ------   ------
25                           33,864          89,353            89,353         93,820         86,049        86,049   90,351
--                           ------          ------            ------         ------         ------        ------   ------
30                           43,219         140,832           140,832        142,240        134,063       134,063  135,404
--                           ------         -------           -------        -------        -------       -------  -------

<FN>                                                                                                                      
*  These values reflect investment results using current cost of insurance                                                
   rates.                                                                                                                 

** These values reflect investment results using guaranteed cost of insurance                                             
   rates.                                                                                                                 
</FN>                                                                                                                     


THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.                          

 PART II

 UNDERTAKING TO FILE REPORTS

     a. Subject to the terms and  conditions of Section 15(d) of the  Securities
and Exchange Act of 1934, the undersigned  registrant  hereby undertakes to file
with the  Securities and Exchange  Commission  such  supplementary  and periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.                                             

     b. Pursuant to Investment  Company Act Section  26(e),  Cova Financial Life
Insurance  Company  ("Company")  hereby  represents  that the  fees and  charges
deducted under the Policy  described in the  Prospectus,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.                                 

 INDEMNIFICATION

The Bylaws of the Company (Article V, Section 9) provide that:                  

This corporation  shall  indemnify,  to the fullest extent allowed by California
law, its present and former directors and officers against expenses, judgements,
fines, settlements, and other amounts incurred in connection with and proceeding
or threatened  proceeding  brought  against such  directors or officers in their
capacity  as  such.  Such  indemnification  shall  be  made in  accordance  with
procedures set forth by California Law. Sums for expenses  incurred in defending
any such  proceeding may also be advanced to any such director or officer to the
extent and under the conditions provided by California law.                     

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers  or  controlling  person 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.                                                                          

CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:                  

The facing sheet                                                      

The Prospectus consisting of 58 pages.                                

Undertakings to file reports.                                         

The signatures.                                                       

The following exhibits.                                               

A.   Copies of all exhibits required by paragraph A of instructions for         
Exhibits in Form  N-8B-2.                                             

1.   Resolution of the Board of Directors of the Company              
2.   Not Applicable                                                   
3.a. Principal Underwriter's Agreement (to be filed by Amendment)     
3.b. Selling Agreement (to be filed by Amendment)                     
3.c. Schedules of Commissions (to be filed by Amendment)              
4.   Not Applicable                                                   
5.   Modified Single Premium Variable Life Insurance Policy           
6.a. Articles of Incorporation of the Company (to be filed by         
Amendment)                                                  
6.b. Bylaws of the Company (to be filed by Amendment)                 
7.   Not Applicable                                                   
8.   Not Applicable                                                   
9.   Not Applicable                                                   
10.  Application Form                                                 
11.  Powers of Attorney                                               

B.   Opinion and Consent of Counsel (to be filed by Amendment)                  

C.   Consent of Actuary (to be filed by Amendment)                              

D.   Consent of Independent Accountants (to be filed by Amendment)              

SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned thereunto duly authorized in the City of Oakbrook Terrace and State 
of Illinois on this 3rd day of September, 1997.                                 

                           COVA VARIABLE LIFE ACCOUNT FIVE

      Registrant

                            By:  COVA FINANCIAL LIFE INSURANCE COMPANY

          By: /s/LORRY J. STENSRUD
                      ______________________________

                                 COVA FINANCIAL LIFE INSURANCE COMPANY

Attest:                                                                         

/s/FRANCES S. COOK                                                              
Associate Counsel                    /s/J. ROBERT HOPSON                        
________________________         By: ______________________________             
(Signature and Title)                                                           

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

                                                                [Download Table]

                                                           

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

/s/LORRY J. STENSRUD     President and Director     9-3-97 
------------------                                  -------
Lorry J. Stensrud                                     Date 

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

/s/J. ROBERT HOPSON      Director                   9-3-97 
-----------------                                   -------
J. Robert Hopson                                      Date 

William C. Mair*         Controller and Director    9-3-97 
-----------------------                             -------
William C. Mair                                       Date 

E. Thomas Hughes, Jr.*                              9-3-97 
----------------------   Treasurer and Director     -------
E. Thomas Hughes, Jr.                                 Date 

Matthew P. McCauley*     Director                   9-3-97 
----------------------                              -------
Matthew P. McCauley                                   Date 

John W. Barber*          Director                   9-3-97 
----------------------                              -------
John W. Barber                                        Date 

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

INDEX TO EXHIBITS 

A.5.   Modified Single Premium Variable Life Insurance Policy         
A.10.  Application Form                                               
A.11.  Powers of Attorney                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-6EL24’ Filing		Date		Other Filings
		12/31/97		24F-2NT,  NSAR-U
Filed on:		10/9/97		N-8A,  N-8B-2
		5/1/97
		12/31/96
		4/2/96
		4/1/96
		12/31/95
		6/19/95
		6/1/95
		5/31/95
		1/1/95
		12/31/94
		3/24/92
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