GOLDEN AMERICAN LIFE INSURANCE CO /NY/, POS AM, 1998-02-12

GOLDEN AMERICAN LIFE INSURANCE CO /NY/
POS AM, 1998-02-12

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As filed with the Securities and Exchange Commission on February 11, 1998

Registration No. 333-28765
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

Registration Statement under The Securities Act of 1933

Amendment No. 2

GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 6355 41-0991508
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

1001 Jefferson Street, Suite 400
Wilmington, DE 19801
(302) 576-3400
(Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1001 Jefferson Street, Suite 400 Sutherland, Asbill & Brennan LLP
Wilmington, DE 19801 1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service Washington, D.C. 20004-2404
of Process)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the Registration Statement.

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box ...................................... [X]

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Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Maximum Proposed
Title of Securities Amount Being Offering Price Maximum Aggregate Amount of
Being Registered Registered (1) Per Unit (1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annuity Contracts
(Interests in N/A N/A $50,160,000 $15,200
Fixed Account)
</TABLE>
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee. The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
- -----------------------------------------------------------------------------

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CROSS REFERENCE SHEET
_____

Pursuant to Regulation S-K, Item 501(b)

S-1 Item Prospectus Heading
- ----------------------------- -------------------------
1. Forepart of Registration Cover Page
Statement and Outside
Front Cover Page

2. Inside Front and Outside Summary of the Contract;
Back Cover Table of Contents

3. Summary Information, Prospectus Cover; Facts
Risk Factors and Ratio About the Company and
of Earnings to Fixed Accounts; Summary of the
Charges Contract; Definition of
Terms

4. Use of Proceeds Facts About the Company
and the Accounts

5. Determination of Not Applicable
Offering Price

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Facts About the Contract

9. Description of Securities Summary of the Contract;
Being Offered Facts About the Contract

10. Interest of Named Experts Regulatory Information;
and Counsel Experts

11. Information with Respect More Information about
to the Registrant Golden American Life
Insurance Company;
Directors and Executive
Officers; Regulatory
Information; Legal
Proceedings

12. Disclosure of Commission Part II, Item 14
Position on
Indemnification for
Securities Act Liabilities
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PART I

PART A

GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled
in Wilmington, Delaware

DEFERRED COMBINATION VARIABLE AND
FIXED ANNUITY PROSPECTUS
GOLDENSELECT ACCESS
______________________________________________________________________

This prospectus describes group and individual deferred variable
annuity Contracts (the "Contract") offered by Golden American Life
Insurance Company ("Golden American" "we" "our" or "us"). The Owner
("you" or "your") purchases the Contract with an Initial Premium and
is permitted to make additional premium payments.

The Contract is funded by two accounts, Separate Account B ("Account
B") and the Fixed Account (collectively, the "Accounts").

Twenty-two Divisions of Account B are currently available under the
Contract. The investments available through the Divisions of Account
B include mutual fund portfolios (the "Series") of The GCG Trust
(the "GCG Trust") and the Equi-Select Series Trust (the "ESS
Trust"). The investments available through the Fixed Account include
various Fixed Allocations which we credit with fixed rates of
interest for the Guarantee Periods you select. We currently offer
Guarantee Periods with durations of 1, 3, 5, 7 and 10 years. We
reserve the right at any time to increase or decrease the number of
Guarantee Periods offered. Not all Guarantee Periods may be
available.

This prospectus describes the Contract and provides background
information regarding Account B and the Fixed Account. The
prospectuses for the GCG Trust and the ESS Trust (individually, "a
Trust," and collectively, "the Trusts"), which must accompany this
prospectus, provide information regarding investment activities and
policies of the Trusts.

You may allocate your premiums among the twenty-two Divisions and the
Fixed Allocations available under the Contract in any way you
choose, subject to certain restrictions. You may change the
allocation of your Accumulation Value during a Contract Year free of
charge. We reserve the right, however, to assess a charge for each
allocation change after the twelfth allocation change in a Contract
Year.

Your Accumulation Value in Account B will vary in accordance with
the investment performance of the Divisions selected by you.
Therefore, you bear the entire investment risk for all amounts
allocated to Account B. You also bear investment risk with respect
to surrenders, partial withdrawals, transfers and annuitization from
a Fixed Allocation prior to the end of the applicable Guarantee
Period. Such surrender, partial withdrawal, transfer or
annuitization may be subject to a Market Value Adjustment, which
could have the effect of either increasing or decreasing your
Accumulation Value.

We will pay a death benefit to the Beneficiary if the Owner dies
prior to the Annuity Commencement Date or the Annuitant dies prior
to the Annuity Commencement Date when the Owner is other than an
individual.

This prospectus describes your principal rights and limitations and
sets forth the information concerning the Accounts that investors
should know before investing. A Statement of Additional Information,
dated February 12, 1998, about Account B has been filed with the
Securities and Exchange Commission ("SEC") and is available without
charge upon request. To obtain a copy of this document call or write
our Customer Service Center. The Table of Contents of the Statement
of Additional Information may be found on the last page of this
prospectus. The Statement of Additional Information is incorporated
herein by reference.

______________________________________________________________________

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

CONTRACTS AND UNDERLYING SERIES SHARES WHICH FUND THE CONTRACTS ARE
NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS
OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY
ARE SUBJECT TO MARKET FLUCTUATION, REINVESTMENT RISK AND POSSIBLE
LOSS OF PRINCIPAL INVESTED.

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS
NOT VALID UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE GCG
TRUST AND THE ESS TRUST.

THE FIXED ACCOUNT AND ENHANCED DEATH BENEFITS MAY NOT BE AVAILABLE
IN ALL STATES. YOU MAY CONTACT OUR CUSTOMER SERVICE CENTER TO FIND
OUT ABOUT STATE AVAILABILITY.

ISSUED BY: DISTRIBUTED BY: ADMINISTERED AT:
Golden American Life Directed Services, Inc. Customer Service Center
Insurance Company Wilmington, Delaware Mailing Address:
19801 P.O. Box 8794
Wilmington, Delaware
19899-8794
1-800-366-0066

PROSPECTUS DATED: FEBRUARY 12, 1998

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TABLE OF CONTENTS

Page

Definition of Terms . . . . . . . . . . . . . . . . . . 1
Summary of the Contract . . . . . . . . . . . . . . . . 4
Fee Table . . . . . . . . . . . . . . . . . . . . . . . 7
Condensed Financial and Other Information . . . . . . . 10
Financial Statements . . . . . . . . . . . . . . . . 10
Performance Related Information .. . . . . . . . . . 10
Introduction. . . . . . . . . . . . . . . . . . . . . . 12
Facts About the Company and the Accounts . . . . . . . 12
Golden American . . . . . . . . . . . . . . . . . . 12
The GCG Trust and the ESS Trust . . . . . . . . . . 12
Separate Account B . . . . . . . . . . . . . . . . . 13
Account B Divisions . . . . . . . . . . . . . . . . 13
Changes Within Account B . . . . . . . . . . . . . . 18
The Fixed Account . . . . . . . . . . . . . . . . . 18
Facts About the Contract . . . . . . . . . . . . . . . 22
The Owner . . . . . . . . . . . . . . . . . . . . . 22
The Annuitant . . . . . . . . . . . . . . . . . . . 22
The Beneficiary . . . . . . . . . . . . . . . . . . 23
Change of Owner or Beneficiary . . . . . . . . . . . 23
Availability of the Contract . . . . . . . . . . . . 23
Types of Contracts . . . . . . . . . . . . . . . . . 23
Your Right to Select or Change Contract Options . . 23
Premiums . . . . . . . . . . . . . . . . . . . . . . 23
Making Additional Premium Payments . . . . . . . . . 24
Crediting Premium Payments . . . . . . . . . . . . . 24
Restrictions on Allocation of Premium Payments . . . 25
Your Right to Reallocate . . . . . . . . . . . . . . 25
Dollar Cost Averaging . . . . . . . . . . . . . . . 26
What Happens if a Division is Not Available . . . . 26
Your Accumulation Value . . . . . . . . . . . . . . 27
Accumulation Value in Each Division . . . . . . . . 27
Measurement of Investment Experience . . . . . . . . 27
Cash Surrender Value . . . . . . . . . . . . . . . . 28
Surrendering to Receive the Cash Surrender Value . . 28
Partial Withdrawals . . . . . . . . . . . . . . . . 28
Automatic Rebalancing . . . . . . . . . . . . . . . 30
Proceeds Payable to the Beneficiary . . . . . . . . 30
Death Benefit Options . . . . . . . . . . . . . . . 31
Reports to Owners . . . . . . . . . . . . . . . . . 32
When We Make Payments . . . . . . . . . . . . . . . 32
Charges and Fees . . . . . . . . . . . . . . . . . . . 33
Charge Deduction Division . . . . . . . . . . . . . 33
Charges Deducted from the Accumulation Value . . . . 33
Charges Deducted from the Divisions . . . . . . . . 34
Trust Expenses . . . . . . . . . . . . . . . . . . . 34
Choosing Your Annuitization Options . . . . . . . . . . 34
Annuitization of Your Contract . . . . . . . . . . . 34
Annuity Commencement Date Selection. . . . . . . . . 35
Frequency Selection . . . . . . . . . . . . . . . . 35
The Annuitization Options . . . . . . . . . . . . . 35
Payment When Named Person Dies . . . . . . . . . . . 35
Other Contract Provisions . . . . . . . . . . . . . . . 36
In Case of Errors in Application Information . . . . 36
Contract Changes - Applicable Tax Law . . . . . . . 36
Your Right to Cancel or Exchange Your Contract . . . 36
Other Contract Changes . . . . . . . . . . . . . . . 37
Group or Sponsored Arrangements . . . . . . . . . . 37
Selling the Contract . . . . . . . . . . . . . . . . 37
Regulatory Information . . . . . . . . . . . . . . . . 38
Voting Rights . . . . . . . . . . . . . . . . . . . 38
State Regulation . . . . . . . . . . . . . . . . . . 38
Legal Proceedings . . . . . . . . . . . . . . . . . 38
Legal Matters . . . . . . . . . . . . . . . . . . . 38
Experts . . . . . . . . . . . . . . . . . . . . . . 38
More Information About Golden American Life
Insurance Company . . . . . . . . . . . . . . . . . 38
Selected Financial Data . . . . . . . . . . . . . . 38
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . 39
Directors and Executive Officers . . . . . . . . . . 51
Compensation Tables and Other Information . . . . . 52
Federal Tax Considerations . . . . . . . . . . . . . . 54
Introduction . . . . . . . . . . . . . . . . . . . . 54
Tax Status of Golden American . . . . . . . . . . . 55
Taxation on Non-qualified Annuities . . . . . . . . 55
IRA Contracts and Other Qualified Retirement Plans . 58
Federal Income Tax Withholding . . . . . . . . . . . 62
Unaudited Financial Statements of Golden American Life
Insurance Company . . . . . . . . . . . . . . . . . 63
Audited Financial Statements of Golden American
Life Insurance Company . . . . . . . . . . . . . . . 73
Statement of Additional Information . . . . . . . . . . 97
Table of Contents . . . . . . . . . . . . . . . . . 97
Appendix A . . . . . . . . . . . . . . . . . . . . . . A1
Market Value Adjustment Examples . . . . . . . . . . A1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS
AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.

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____________________________________________________________________

DEFINITION OF TERMS

ACCOUNTS -- Separate Account B and the Fixed Account.

ACCUMULATION VALUE -- The total amount invested under the Contract.
Initially, this amount is equal to the premium paid. Thereafter, the
Accumulation Value will reflect the premiums paid, investment
experience of the Divisions and interest credited to your Fixed
Allocations, charges deducted and any partial withdrawals.

ANNUAL RATCHET ENHANCED DEATH BENEFIT OPTION -- An enhanced death
benefit option that may be elected only at issue and only if the
Owner or Annuitant (when the Owner is other than an individual) is
age 79 or younger. The enhanced death benefit provided by this
option is the highest Accumulation Value on any Contract Anniversary
on or prior to the Owner turning age 80, as adjusted for additional
premiums and partial withdrawals.

ANNUITANT -- The person designated by the Owner to be the measuring
life in determining Annuity Payments.

ANNUITY COMMENCEMENT DATE -- The date on which Annuity Payments
begin.

ANNUITY OPTIONS -- Options the Owner selects that determine the form
and amount of Annuity Payments.

ANNUITY PAYMENT -- The periodic payment an Owner receives. It may be
either a fixed or a variable amount based on the Annuity Option
chosen.

ATTAINED AGE -- The Issue Age of the Owner or Annuitant plus the
number of full years elapsed since the Contract Date.

BENEFICIARY -- The person designated to receive benefits in the case
of the death of the Owner or the Annuitant (when the Owner is other
than an individual).

BUSINESS DAY -- Any day the New York Stock Exchange ("NYSE") is open
for trading, exclusive of Federal holidays, or any day on which the
SEC requires that mutual funds, unit investment trusts or other
investment portfolios be valued.

CASH SURRENDER VALUE -- The amount the Owner receives upon surrender
of the Contract, including any Market Value Adjustment.

CHARGE DEDUCTION DIVISION -- The Division from which all charges are
deducted if so designated by you. The Charge Deduction Division
currently is the Liquid Asset Division.

CONTINGENT ANNUITANT -- The person designated by the Owner who, upon
the Annuitant's death prior to the Annuity Commencement Date,
becomes the Annuitant.

CONTRACT -- The entire Contract consisting of the basic Contract and
any riders or endorsements.

CONTRACT ANNIVERSARY -- The anniversary of the Contract Date.

CONTRACT DATE -- The date on which we have received the Initial
Premium and upon which we begin determining the Contract values. It
may or may not be the same as the Issue Date. This date is used to
determine Contract months, processing dates, years and
anniversaries.

CONTRACT PROCESSING DATES -- The days when we deduct certain charges
from the Accumulation Value. If the Contract Processing Date is not
a Valuation Date, it will be on the next succeeding Valuation Date.
The Contract Processing Dates will be once each year on the Contract
Anniversary.

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CONTRACT PROCESSING PERIOD -- The first Contract processing period
begins with the Contract Date and ends at the close of business on
the first Contract Processing Date. All subsequent Contract
processing periods begin at the close of business on the most recent
Contract Processing Date and extend to the close of business on the
next Contract Processing Date. There is one Contract processing
period each year.

CONTRACT YEAR -- The period between Contract anniversaries.

CUSTOMER SERVICE CENTER -- Where service is provided to you. The
mailing address and telephone number of the Customer Service Center
are shown on the cover.

DIVISIONS -- The investment options available under Account B.

ENDORSEMENTS -- An endorsement changes or adds provisions to the
Contract.

EXPERIENCE FACTOR -- The factor which reflects the investment
experience of the portfolio in which a Division invests and also
reflects the charges assessed against the Division for a Valuation
Period.

FIXED ACCOUNT -- An Account which contains all of our assets that
support Owner Fixed Allocations and any interest credited thereto.

FIXED ALLOCATION -- An amount allocated to the Fixed Account that is
credited with a Guaranteed Interest Rate for a specified Guarantee
Period.

FREE LOOK PERIOD -- The period of time within which the Owner may
examine the Contract and return it for a refund.

GUARANTEED INTEREST RATE -- The effective annual interest rate which
we will credit for a specified Guarantee Period. The Guaranteed
Interest Rate will never be less than 3%.

GUARANTEE PERIOD -- The period of time for which a rate of interest
is guaranteed to be credited to a Fixed Allocation. We currently
offer Guarantee Periods with durations of 1, 3, 5, 7 and 10 years.

INDEX OF INVESTMENT EXPERIENCE -- The index that measures the
performance of a Division.

INITIAL PREMIUM -- The payment required to put a Contract into
effect.

ISSUE AGE -- The Owner's or Annuitant's age on his or her last
birthday on or before the Contract Date.

ISSUE DATE -- The date the Contract is issued at our Customer Service
Center.

MARKET VALUE ADJUSTMENT -- A positive or negative adjustment made to
a Fixed Allocation. It may apply to certain withdrawals and
transfers, whether in whole or in part, and annuitizations of all or
part of a Fixed Allocation prior to the end of a Guarantee Period.

MATURITY DATE -- The date on which a Guarantee Period matures.

OWNER -- The person who owns the Contract and is entitled to exercise
all rights under the Contract. This person's death also initiates
payment of the death benefit.

RIDER -- A rider amends the Contract, in certain instances adding
benefits.

7% SOLUTION ENHANCED DEATH BENEFIT OPTION -- An enhanced death
benefit option that may be elected only at issue and only if the
Owner or Annuitant (when the Owner is other than an individual) is
age 80 or younger. The enhanced death benefit provided by this
option is equal to premiums paid accumulated at an annual rate of
return of 7%, except those premiums invested in the Liquid Asset
Division, Limited Maturity Bond Division, and the Fixed Account, as
adjusted for additional premiums and partial withdrawals. Each
accumulated initial or additional premium payment reduced by any
partial withdrawals taken will continue to grow at 7% until it
reaches the maximum enhanced death benefit.

SPECIALLY DESIGNATED DIVISION -- The Division to which distributions
from a portfolio underlying a Division in which reinvestment is not
available will be allocated unless you specify otherwise. The
Specially Designated Division currently is the Liquid Asset
Division.

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STANDARD DEATH BENEFIT OPTION -- The death benefit option that you
will receive under the Contact unless one of the enhanced death
benefit options is elected. The death benefit provided by this
option is equal to the greatest of (i) Accumulation Value; (ii)
total premium payments less any partial withdrawals; and (iii) Cash
Surrender Value.

VALUATION DATE -- The day at the end of a Valuation Period when each
Division is valued.

VALUATION PERIOD -- Each business day together with any non-business
days before it.

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____________________________________________________________________

SUMMARY OF THE CONTRACT

This prospectus has been designed to provide you with information
regarding the Contract and the Accounts which fund the Contract.
Information concerning the Series underlying the Divisions of
Account B is set forth in the Trusts' prospectuses.

This summary is intended to provide only a very brief overview of
the more significant aspects of the Contract. Further detail is
provided in this prospectus and in the Contract. The Contract,
together with any riders or endorsements, constitutes the entire
agreement between you and us and should be retained.

This prospectus has been designed to provide you with the necessary
information to make a decision on purchasing the Contract. You have
a choice of investments. We do not promise that your Accumulation
Value will increase. Depending on the investment experience of the
Divisions and interest credited to the Fixed Allocations in which
you are invested, your Accumulation Value, Cash Surrender Value and
death benefit may increase or decrease on any day. You bear the
investment risk.

DESCRIPTION OF THE CONTRACT
The Contract is designed to establish retirement benefits for two
types of purchasers. The first type of purchaser is one who is
eligible to participate in, and purchases a Contract for use with,
an individual retirement annuity ("IRA") meeting the requirements of
section 408(b) or other sections of the Internal Revenue Code of
1986 ("qualified plan"). For a Contract funding a qualified plan,
distributions may be made to you to satisfy requirements imposed by
Federal tax law. The second type of purchaser is one who purchases a
Contract outside of a qualified plan ("non-qualified plan").

The Contract also offers a choice of Annuity Options to which you
may apply all or a portion of the Accumulation Value on the Annuity
Commencement Date or the Cash Surrender Value upon surrender of the
Contract. See Choosing Your Annuity Options.

AVAILABILITY

We can issue a Contract if both the Annuitant and the Owner are not
older than age 90 and accept additional premium payments until
either the Annuitant or Owner reaches the Attained Age of 90 for non-
qualified plans (age 70 for qualified plans, except for rollover
contributions). The minimum Initial Premium is $10,000 for a non-
qualified plan and $1,500 for a qualified plan. We may change the
minimum initial or additional premium requirements for certain group
or sponsored arrangements. See Other Contract Provisions, Group or
Sponsored Arrangements.

The minimum additional premium payment we will accept is $500 for a
non-qualified plan and $250 for a qualified plan. You must receive
our prior approval before making a premium payment that causes the
Accumulation Value of all annuities that you maintain with us to
exceed $1,000,000.

THE DIVISIONS

Each of the twenty-two Divisions of Account B offered under this
prospectus invests in a mutual fund portfolio with its own distinct
investment objectives and policies. Each Division of Account B
invests in a corresponding Series of the GCG Trust or a corresponding
Series of the ESS Trust. Both Trusts are managed by Directed Services,
Inc. ("DSI"). From its inception through December 31, 1997, the ESS
Trust was managed by Equitable Investment Services, Inc. ("EISI"), an
affiliate of DSI. As of January 1, 1998, DSI assumed EISI's management
responsibilities of the ESS Trust. The Trusts and DSI
have retained several portfolio managers to manage the assets of
each Series. See Facts About the Company and the Accounts, Account B
Divisions.

HOW THE ACCUMULATION VALUE VARIES
The Accumulation Value in the Divisions varies each day based on
investment results. You bear the risk of poor investment performance
and you receive the benefits from favorable investment performance.
The Accumulation Value also reflects premium payments, charges
deducted and partial withdrawals. See Facts About the Contract,
Accumulation Value in Each Division.

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THE FIXED ACCOUNT
The investments available through the Fixed Account include various
Fixed Allocations which we credit with fixed rates of interest for
the Guarantee Periods you select. We reset the interest rates for
new Guarantee Periods periodically based on our sole discretion. We
may offer Guarantee Periods from one to ten years. We currently
offer Guarantee Periods with durations of 1, 3, 5, 7 and 10 years.

You bear investment risk with respect to surrenders, partial
withdrawals, transfers and annuitization from your Fixed
Allocations. A surrender, partial withdrawal, transfer or
annuitization made prior to the end of a Guarantee Period may be
subject to a Market Value Adjustment, which could have the effect of
either increasing or decreasing your Accumulation Value. We will not
apply a Market Value Adjustment on a surrender, partial withdrawal,
transfer or annuitization made within 30 days prior to the Maturity
Date of the applicable Guarantee Period or certain transfers made in
connection with the dollar cost averaging program. Systematic
withdrawals from a Fixed Allocation also are not subject to a Market
Value Adjustment.

MARKET VALUE ADJUSTMENT
We will apply a Market Value Adjustment, subject to certain
exceptions, to a surrender, partial withdrawal, transfer or
annuitization from a Fixed Allocation made prior to the end of a
Guarantee Period. The Market Value Adjustment does not apply to
amounts invested in Account B.

SURRENDERING YOUR CONTRACT
You may surrender the Contract and receive its Cash Surrender Value
at any time while both the Annuitant and Owner are living and before
the Annuity Commencement Date. See Facts About the Contract, Cash
Surrender Value and Surrendering to Receive the Cash Surrender
Value.

TAKING PARTIAL WITHDRAWALS
After the Free Look Period, prior to the Annuity Commencement Date
and while the Contract is in effect, you may take partial
withdrawals from the Accumulation Value of your Contract. You may
elect in advance to take systematic partial withdrawals on a
monthly, quarterly, or annual basis. If you have an IRA Contract,
you may elect IRA partial withdrawals on a monthly, quarterly or
annual basis.

Partial withdrawals are subject to certain restrictions as defined
in this prospectus, including a Market Value Adjustment. See Facts
About the Contract, Partial Withdrawals.

DOLLAR COST AVERAGING
Under this program, you may choose to have a specified dollar amount
transferred from either the Limited Maturity Bond Division, Liquid
Asset Division or a Fixed Allocation with a one year Guarantee
Period to the other Divisions of Account B on a monthly basis with
the objective of shielding your investment from short-term price
fluctuations. See Facts About the Contract, Dollar Cost Averaging.

YOUR RIGHT TO CANCEL THE CONTRACT
You may cancel your Contract within the Free Look Period which is a
ten day period of time beginning once you receive the Contract. For
purposes of administering our allocation and certain other
administrative rules, we deem this period to end 15 days after the
Contract is mailed from our Customer Service Center. Some states may
require that we provide a longer free look period. In some states we
restrict the Initial Premium allocation during the Free Look Period.
See Other Contract Provisions, Your Right to Cancel or Exchange Your
Contract.

YOUR RIGHT TO CHANGE THE CONTRACT
The Contract may be changed to another annuity plan subject to our
rules at the time of the change. See Other Contract Provisions,
Other Contract Changes.

DEATH BENEFIT OPTIONS
The Contract provides a death benefit to the beneficiary if the
Owner dies prior to the Annuity Commencement Date. Subject to our
rules, there are three death benefit options that may be available
to you under the Contract: the Standard Death Benefit

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Option; the 7%
Solution Enhanced Death Benefit Option; and the Annual Ratchet
Enhanced Death Benefit Option. See Facts About the Contract, Death
Benefit Options. We may offer a reduced death benefit under certain
group and sponsored arrangements. See Other Contract Provisions,
Group or Sponsored Arrangements.

DEDUCTIONS FOR CHARGES AND FEES
We invest the entire amount of the initial and any additional
premium payments in the Divisions and the Fixed Allocations you
select, subject to certain restrictions we impose. See Facts About
the Contract, Restrictions on Allocation of Premium Payments. We
then may deduct an annual Contract fee from your Accumulation Value.
See Other Contract Provisions, Charges and Fees. We may reduce
certain charges under group or sponsored arrangements. See Other
Contract Provisions, Group or Sponsored Arrangements. Unless you
have elected the Charge Deduction Division, charges are deducted
proportionately from all Account B Divisions in which you are
invested. If there is no Accumulation Value in these Divisions,
charges will be deducted from your Fixed Allocations starting with
Guarantee Periods nearest their Maturity Dates until such charges
have been deducted.

FEDERAL INCOME TAXES
The ultimate effect of Federal income taxes on the amounts held
under an annuity Contract, on Annuity Payments and on the economic
benefits to the Owner, Annuitant or Beneficiary depends on Golden
American's tax status and upon the tax status of the individuals
concerned. In general, an Owner is not taxed on increases in value
under an annuity Contract until some form of distribution is made
under it. There may be tax penalties if you make a withdrawal or
surrender the Contract before reaching age 59 1/2. See Federal Tax
Considerations.

OTHER CONTRACTS
We offer other variable annuity contracts which also invest in many
of the same Series of the Trusts. These contracts may have different
charges that could affect Division performance, and may offer
different benefits more suitable to your needs. To obtain
information about these contracts, contact your agent, or call 1-800-
366-0066.

6
<PAGE>
<PAGE>
____________________________________________________________________

FEE TABLE

TRANSACTION EXPENSES(/1/)(/2/)
Excess Allocation Charge . . . . . . . . . . . . . . $0(/3/)

ANNUAL CONTRACT FEES:
Administrative Charge . . . . . . . . . . . . . . . $40
(Waived if the Accumulation Value equals or
exceeds $100,000 at the end of the Contract Year,
or once the sum of premiums paid equals or exceeds
$100,000.)

SEPARATE ACCOUNT ANNUAL EXPENSES (percentage of assets in each
Division)(/4/):

<TABLE>
<CAPTION>
STANDARD ENHANCED DEATH BENEFIT
DEATH --------------------------
BENEFIT ANNUAL RATCHET 7% SOLUTION
-------- -------------- -----------
<S> <C> <C> <C>
Mortality and Expense Risk Charge.... 1.25% 1.40% 1.55%
Asset Based Administrative Charge.... 0.15% 0.15% 0.15%
----- ----- -----
Total Separate Account Expenses...... 1.40% 1.55% 1.70%
</TABLE>

THE GCG TRUST ANNUAL EXPENSES (based on combined net assets of the
indicated groups of Series):
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL
SERIES FEES(/5/) EXPENSES(/6/) EXPENSES
------ --------- ----------------------- ------------
<S> <C> <C> <C>
Multiple Allocation,
Fully Managed, Capital
Appreciation, Rising
Dividends, All-Growth,
Real Estate, Hard
Assets, Value Equity,
Strategic Equity, and
Small Cap Series: 0.99% 0.01% 1.00%

Growth Opportunities
Series: 1.15% 0.01% 1.16%

Managed Global
Series:(/7/) 1.25% 0.01% 1.26%

Emerging Markets(/8/) and
Developing World
Series: 1.75% 0.05% 1.80%

Limited Maturity Bond
and Liquid Asset Series: 0.60% 0.01% 0.61%

THE ESS TRUST ANNUAL EXPENSES:

<CAPTION>
OTHER TOTAL
EXPENSES EXPENSES
MANAGEMENT AFTER EXPENSE AFTER EXPENSE
SERIES FEES(/5/) REIMBURSEMENTS (/10/) REIMBURSEMENTS
------ --------- ----------------------- --------------

<S> <C> <C> <C>
OTC, Research, and Total
Return Portfolios: 0.80% 0.40% 1.20%

Growth & Income and
Value + Growth
Portfolios: 0.95% 0.40% 1.35%

International Fixed
Income Portfolio: 0.85% 0.75% 1.60%
</TABLE>
____________________

(1) A Market Value Adjustment, which may increase or decrease
your Accumulation Value, may apply to certain transactions. See
Market Value Adjustment.
(2) We also deduct a charge for premium taxes (which can range
from 0% to 3.5% of premium) from your Accumulation Value on the
Annuity Commencement Date. See Premium Taxes.
(3) We reserve the right to impose a charge in the future at a
maximum of $25 for each allocation change in excess of twelve
per Contract Year. See Excess Allocation Charge.
(4) See Facts About the Contract, Death Benefit Options, for a
description of the Contract's Standard and Enhanced Death
Benefit Options.
(5) Fees decline as combined assets increase (see Account B
Divisions and the Trust prospectuses for details).

7
<PAGE>
<PAGE>

(6) Other Expenses generally consist of independent trustees
fees and expenses. Other Expenses are estimated for the Growth
Opportunities and Developing World Series, since as of December
31, 1997, these Series had not yet commenced operations.
(7) The expenses for the Managed Global Series are based on
the actual experience of the Series together with that of its
predecessor for accounting purposes, the Managed Global Account
of Separate Account D. On September 3, 1996, the Managed Global
Account was reorganized into the Managed Global Division of
Account B and the Managed Global Series of the GCG Trust.
(8) Expenses have been restated to reflect current fees.

(9) Other expenses shown take into account the effect of EISI's
agreement to reimburse the portfolios, except the International
Fixed Income Portfolio, for all operating expenses, excluding
management fees, that exceed 0.40% of their average daily net
assets. This reimbursement agreement commenced February 1, 1997.
Prior to February 1, 1997, EISI reimbursed these portfolios for
all operating expenses, excluding management fees, that exceeded
0.75% of their average daily net assets. Other expenses for the
International Fixed Income Portfolio shown take into account the
effect of EISI's agreement to reimburse the portfolio for all
operating expenses, excluding management fees, that exceed 0.75%
of its average daily net assets. This reimbursement is voluntary
and can be terminated at any time. In the absence of the current
reimbursement agreement, Other Expenses would have been 0.55%,
0.51%, 0.45%, 0.69%, 0.95%, and 1.09%, respectively, for the
OTC, Research, Total Return, Growth & Income, Value + Growth,
and International Fixed Income Portfolios for the first two
quarters ending June 30, 1997.

EXAMPLES:
The examples do not take into account any deduction for premium
taxes. Premium taxes currently range from 0% to 3.5% of premium
payments.

If at issue you elect the 7% Solution Enhanced Death Benefit Option
and you surrender your Contract at the end of the applicable time
period, you would pay the following expenses for each $1,000 of
Initial Premium assuming a 5% annual return on assets:
______________________________________________________________________________

<TABLE>
<CAPTION>
DIVISION ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Multiple Allocation................... $ 27.84 $ 85.39 $ 145.50 $307.81
Fully Managed......................... $ 27.84 $ 85.39 $ 145.50 $307.81
Capital Appreciation.................. $ 27.84 $ 85.39 $ 145.50 $307.81
Rising Dividends...................... $ 27.84 $ 85.39 $ 145.50 $307.81
All-Growth............................ $ 27.84 $ 85.39 $ 145.50 $307.81
Real Estate........................... $ 27.84 $ 85.39 $ 145.50 $307.81
Hard Assets........................... $ 27.84 $ 85.39 $ 145.50 $307.81
Value Equity.......................... $ 27.84 $ 85.39 $ 145.50 $307.81
Strategic Equity...................... $ 27.84 $ 85.39 $ 145.50 $307.81
Small Cap............................. $ 27.84 $ 85.39 $ 145.50 $307.81
Emerging Markets...................... $ 35.80 $ 108.93 $ 184.16 $381.86
Managed Global........................ $ 30.44 $ 93.10 $ 158.24 $332.59

Growth Opportunities.................. $ 29.44 $ 90.14 $ 153.26 $323.14
Developing World...................... $ 35.80 $ 108.93 $ 184.16 $381.86

OTC................................... $ 29.84 $ 91.33 $ 155.31 $326.94
Research.............................. $ 29.84 $ 91.33 $ 155.31 $326.94
Total Return.......................... $ 29.84 $ 91.33 $ 155.31 $326.94
Growth & Income....................... $ 31.33 $ 95.76 $ 162.61 $341.01
Value + Growth........................ $ 31.33 $ 95.76 $ 162.61 $341.01
International Fixed Income............ $ 33.81 $ 103.09 $ 174.64 $363.95
Limited Maturity Bond................. $ 23.94 $ 73.70 $ 126.06 $269.31
Liquid Asset.......................... $ 23.94 $ 73.70 $ 126.06 $269.31
</TABLE>
_______________________________________________________________________________
8
<PAGE>
<PAGE>

If at issue you elect the 7% Solution Enhanced Death Benefit Option
and you do not surrender your Contract or if you annuitize on the
Annuity Commencement Date, you would pay the following expenses for
each $1,000 of initial premium assuming a 5% annual return on
assets:
_______________________________________________________________________________

Growth Opportunities.................. $ 29.44 $ 90.14 $ 153.26 $323.14
Developing World...................... $ 35.80 $ 108.93 $ 184.16 $381.86

The purpose of the Fee Table is to assist you in understanding the
various costs and expenses that you will bear directly or
indirectly. For purposes of computing the annual per Contract
administrative charge, the dollar amounts shown in the examples are
based on an Initial Premium of $75,000.

The examples reflect the election at issue of the 7% Solution
Enhanced Death Benefit Option. If the Standard Death Benefit Option
or the Annual Ratchet Enhanced Death Benefit Option is elected, the
actual expenses incurred will be less than those represented in the
Examples.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN, SUBJECT TO THE GUARANTEES UNDER THE CONTRACT.

9
<PAGE>
<PAGE>

____________________________________________________________________

CONDENSED FINANCIAL AND OTHER INFORMATION

No condensed financial information for Account B is presented
because as of the September 30, 1997, none of the Divisions
offered by this prospectus was available through the contract
offered by this prospectus.

FINANCIAL STATEMENTS

The unaudited financial statements of Separate Account B for the nine
months ended September 30, 1997, the audited financial statements of
Separate Account B for the years ended December 31, 1996 and 1995
(as well as the auditors' report thereon) and the audited financial
statements of the Managed Global Account of Separate Account D
("Account D"), the
predecessor entity of the Managed Global Series for accounting
purposes, for the years ended December 31, 1995 and 1994 (as well as
the auditors' report thereon) appear in the Statement of Additional
Information. The unaudited financial statements of Golden American
for the nine months ended September 30, 1997 and the audited financial
statements of Golden American prepared in accordance with generally
accepted accounting principles for the years ended December 31,
1996, 1995 and 1994 (as well as the auditors' report thereon) are
contained in the Prospectus.

PERFORMANCE RELATED INFORMATION
Performance information for the Divisions of Account B, including
the yield and effective yield of the Liquid Asset Division, the
yield of the remaining Divisions, and the total return of all
Divisions may appear in reports and promotional literature to
current or prospective Owners.

Current yield for the Liquid Asset Division will be based on income
received by a hypothetical investment over a given 7-day period
(less expenses accrued during the period), and then "annualized"
(i.e., assuming that the 7-day yield would be received for 52 weeks,
stated in terms of an annual percentage return on the investment).
"Effective yield" for the Liquid Asset Division is calculated in a
manner similar to that used to calculate yield, but when annualized,
the income earned by the investment is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because
of the compounding effect of earnings.

For the remaining Divisions, quotations of yield will be based on
all investment income per unit (Accumulation Value divided by the
index of investment experience, see Facts About the Contract,
Measurement of Investment Experience, Index of Investment Experience
and Unit Value) earned during a given 30-day period, less expenses
accrued during the period ("net investment income"). Quotations of
average annual total return for any Division will be expressed in
terms of the average annual compounded rate of return on a
hypothetical investment in a Contract over a period of one, five,
and ten years (or, if less, up to the life of the Division), and
will reflect the deduction of the administrative charge and the
applicable mortality and expense risk charge. See Charges and Fees.
Quotations of total return may simultaneously be shown for other
periods that do not take into account certain contractual charges,
such as the administration charge. Quotations of yield and average
annual total return for the Managed Global Division take into
account the period prior to September 3, 1996, during which it was
maintained as a division of Account D.

Performance information for a Division may be compared, in reports
and promotional literature, to: (i) the Standard & Poor's 500 Stock
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue
Money Market Institutional Averages, or other indices measuring
performance of a pertinent group of securities so that investors may
compare a Division's results with those of a group of securities
widely regarded by investors as representative of the securities
markets in general; (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds and
other investment companies by overall performance, investment
objectives, and assets, or tracked by other ratings services,

10
<PAGE>
<PAGE>

including VARDS, companies, publications, or persons who rank
separate accounts or other investment products on overall
performance or other criteria; and (iii) the Consumer Price Index
(measured for inflation) to assess the real rate of return from an
investment in the Contract. Unmanaged indices may assume the
reinvestment of dividends, but generally do not reflect deductions
for administrative and management costs and expenses. Performance
information for any Division reflects only the performance of a
hypothetical Contract under which the Accumulation Value is
allocated to a Division during a particular time period on which the
calculations are based. Performance information should be considered
in light of the investment objectives and policies, characteristics
and quality of the portfolio of the Series of the respective Trust
in which the Division invests and the market conditions during the
given time period, and should not be considered as a representation
of what may be achieved in the future. For a description of the
methods used to determine yield and total return for the Divisions,
see the Statement of Additional Information. Reports and promotional
literature may also contain other information including the ranking
of any Division derived from rankings of variable annuity separate
accounts or other investment products tracked by Lipper Analytical
Services or by rating services, companies, publications, or other
persons who rank separate accounts or other investment products on
overall performance or other criteria.

11
<PAGE>
<PAGE>

____________________________________________________________________

INTRODUCTION

The following information describes the Contract and the Accounts
which fund the Contract, Account B and the Fixed Account. Account B
invests in mutual fund portfolios of the Trusts. The Fixed Account
contains all of the assets that support Owner Fixed Allocations
which we credit with Guaranteed Interest Rates for the Guarantee
Periods you select.

____________________________________________________________________

FACTS ABOUT THE COMPANY AND THE ACCOUNTS

GOLDEN AMERICAN

Golden American Life Insurance Company ("Golden American" or the
"Company") is a stock life insurance company organized under the
laws of the State of Delaware and is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which, in turn,
is a wholly owned subsidiary of ING Groep, N.V. ("ING"). Prior to December
30, 1993, Golden American was a Minnesota corporation. Prior to
August 13, 1996, Golden American was a wholly owned indirect
subsidiary of Bankers Trust Company. We are authorized to do
business in all jurisdictions except New York. In May 1996, we
established a subsidiary, First Golden American Life Insurance
Company of New York, which is authorized to do business in New York.
We offer variable annuities and variable life insurance.
Administrative services for the Contract are provided at our
Customer Service Center, the address is shown on the cover.

Equitable of Iowa is the holding company for Equitable Life
Insurance Company of Iowa, USG Annuity & Life Company, Locust Street
Securities, Inc., Equitable American Insurance Company,
Equitable of Iowa Securities
Network, Inc., Directed Services, Inc. ("DSI"), and Golden American.
On October 24, 1997, ING acquired all interest in Equitable of Iowa
Companies and its subsidiaries including Golden American.
ING, headquartered in the Netherlands, is a global financial
services holding company with over $289 billion in assets.
Equitable and another ING affiliate own ING Investment Management,
LLC, who assumed EISI's portfolio management responsibilities for
the GCG Trust and the ESS Trust as of January 1, 1998.

THE GCG TRUST AND THE ESS TRUST
The GCG Trust is an open-end management investment company, more
commonly called a mutual fund. The GCG Trust's shares may also be
available to certain separate accounts funding variable life
insurance policies offered by Golden American. This is called "mixed
funding."

The GCG Trust may also sell its shares to separate accounts of other
insurance companies, both affiliated and not affiliated with Golden
American. This is called "shared funding." Although we do not
anticipate any inherent difficulties arising from either mixed or
shared funding, it is theoretically possible that, due to
differences in tax treatment or other considerations, the interest
of Owners of various Contracts participating in the GCG Trust might
at sometime be in conflict. After the GCG Trust receives the
requisite order from the SEC, shares of the GCG Trust may also be
sold to certain qualified pension and retirement plans. The Board of
Trustees of the GCG Trust, DSI, and we and any
other insurance companies participating in the GCG Trust are
required to monitor events to identify any material conflicts that
arise from the use of the GCG Trust for mixed and/or shared funding
or between various policy Owners and pension and retirement plans.
For more information about the risks of mixed and shared funding,
please refer to the GCG Trust prospectus.

The ESS Trust is also an open-end management investment company.
Currently, the ESS Trust's shares are not available to separate
accounts of other insurance companies other than insurance companies
affiliated with Equitable of Iowa such as Golden American.

12
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<PAGE>

You will find complete information about both the GCG Trust and the
ESS Trust, including the risks associated with each Series, in the
accompanying Trusts' prospectuses. You should read them carefully in
conjunction with this prospectus before investing. Additional copies
of the Trusts' prospectuses may be obtained by contacting our
Customer Service Center.

SEPARATE ACCOUNT B
All obligations under the Contract are general obligations of Golden
American. Account B is a separate investment account used to support
our variable annuity Contracts and for other purposes as permitted
by applicable laws and regulations. The assets of Account B are kept
separate from our general account and any other separate accounts we
may have. We may offer other variable annuity Contracts investing in
Account B which are not discussed in this prospectus. Account B may
also invest in other series which are not available to the Contract
described in this prospectus.

We own all the assets in Account B. Income and realized and
unrealized gains or losses from assets in the account are credited
to or charged against that account without regard to other income,
gains or losses in our other investment accounts. As required, the
assets in Account B are at least equal to the reserves and other
liabilities of that account. These assets may not be charged with
liabilities from any other business we conduct.

They may, however, be subject to liabilities arising from Divisions
whose assets are attributable to other variable annuity Contracts
supported by Account B. If the assets exceed the required reserves
and other liabilities, we may transfer the excess to our general
account.

Account B was established on July 14, 1988 to invest in mutual
funds, unit investment trusts or other investment portfolios which
we determine to be suitable for the Contract's purposes. Account B
is treated as a unit investment trust under Federal securities laws.
It is registered with the SEC under the Investment Company Act of
1940 (the "1940 Act") as an investment company and meets the
definition of a separate account under the Federal securities laws.
It is governed by the laws of Delaware, our state of domicile, and
may also be governed by the laws of other states in which we do
business. Registration with the SEC does not involve any supervision
by the SEC of the management or investment policies or practices of
Account B.

ACCOUNT B DIVISIONS

Account B is divided into Divisions. The Managed Global Division was
a division of Separate Account D of Golden American until September
3, 1996 when it was converted to a division of Account B. Currently,
each Division of Account B offered under this prospectus invests in
a portfolio of the GCG Trust or the ESS Trust. DSI serves as the
Manager to each Series of the GCG Trust and
the ESS Trust. See the Trusts'
prospectuses for details. The Trusts and DSI have retained
several portfolio managers to manage the assets of each Series as
indicated below. There may be restrictions on the amount of the
allocation to certain Divisions based on state laws and regulations.
The investment objectives of the various Series in the Trusts are
described below. There is no guarantee that any portfolio or Series
will meet its investment objectives. Meeting objectives depends on
various factors, including, in certain cases, how well the portfolio
managers anticipate changing economic and market conditions. Account
B also has other Divisions investing in other series which are not
available to the Contract described in this prospectus.

DSI provides the overall business management and
administrative services necessary for the Series' operation and
provide or procure the services and information necessary to the
proper conduct of the business of the Series. See the Trusts'
prospectuses for details.

DSI is responsible for providing or procuring, at DSI's expense, the
services reasonably necessary for the ordinary operation of the
Series of the GCG Trust. DSI does not bear the expense of brokerage
fees and other transactional expenses for securities or other assets
(which are generally considered part of the cost for assets), taxes
(if any) paid by a Series of the GCG Trust, interest on borrowing,
fees and expenses of the independent trustees, and extraordinary
expenses, such as litigation or indemnification expenses. See the
GCG Trust prospectus for details.

13
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Each Trust pays DSI for its services a fee,
payable monthly, based on the annual rates of the average daily net
assets of the Series shown in the tables below. DSI (and
not the Trusts) pays each portfolio manager a monthly fee for
managing the assets of the Series.

THE GCG TRUST
<TABLE>
<CAPTION>
FEES (BASED ON COMBINED
ASSETS OF THE INDICATED
SERIES GROUPS OF SERIES)
------------------------------------------------ -----------------------------
<S> <C>
Multiple Allocation, Fully Managed, Capital 1.00% of first $750 million;
Appreciation, Rising Dividends, All-Growth, 0.95% of next $1.250 billion;
Real Estate, Hard Assets, Value Equity, 0.90% of next $1.5 billion;
Strategic Equity, and Small Cap Series: and
0.85% of amount in excess of
$3.5 billion

Emerging Markets and Developing World 1.75% of average daily net
Series: assets

Managed Global Series: 1.25% of first $500 million;
1.05% of amount in excess of
$500 million

Growth Opportunities Series: 1.15% of first $250 million;
1.10% of next $400 million;
1.00% of next $450 million;
and
0.95% of amount in excess of
$1.1 billion

Limited Maturity Bond and 0.60% of first $200 million;
Liquid Asset Series: 0.55% of next $300 million;
and
0.50% of amount in excess of
$500 million
- -------------------------------------------------------------------------------
</TABLE>

THE ESS TRUST
<TABLE>
<CAPTION>
SERIES FEES
------------------------------------------------ ----------------------------
<C> <S>
OTC, Research, and Total Return Portfolios: 0.80% of first $300 million;
0.55% of amount in excess of
$300 million

Growth & Income Portfolio: 0.95% of first $200 million;
0.75% of amount in excess of
$200 million

Value + Growth Portfolio: 0.95% of first $500 million;
0.75% of amount in excess of
$500 million

International Fixed Income Portfolio: 0.85% of first $200 million;
0.75% of next $300 million;
0.60% of next $500 million;
0.55% of next $1 billion;
and
0.40% of amount in excess of
$2 billion
- ------------------------------------------------------------------------------
</TABLE>

14
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<PAGE>

The following Divisions invest in designated Series of the GCG
Trust.

MULTIPLE ALLOCATION DIVISION
MULTIPLE ALLOCATION SERIES
OBJECTIVE -- The highest total return, consisting of capital
appreciation and current income, consistent with the preservation of
capital and elimination of unnecessary risk.
INVESTMENTS -- Investment in equity and debt securities and the use
of certain sophisticated investment strategies and techniques.
PORTFOLIO MANAGER -- Zweig Advisors Inc.

FULLY MANAGED DIVISION
FULLY MANAGED SERIES
OBJECTIVE -- High total investment return over the long term,
consistent with the preservation of capital and prudent investment
risk.
INVESTMENTS -- Pursues an active asset allocation strategy whereby
investments are allocated, based upon an evaluation of economic and
market trends and the anticipated relative total return available,
among three asset classes -- debt securities, equity securities and
money market instruments.
PORTFOLIO MANAGER -- T. Rowe Price Associates, Inc.

CAPITAL APPRECIATION DIVISION
CAPITAL APPRECIATION SERIES
OBJECTIVE -- Long-term capital growth.
INVESTMENTS -- Invests in common stocks and preferred stock that will
be allocated among various categories of stocks referred to as
"components" which consist of the following: (i) The Growth
Component -- Securities that the portfolio manager believes have the
following characteristics: stability and quality of earnings and
positive earnings momentum; dominant competitive positions; and
demonstrate above-average growth rates as compared to published S&P
500 earnings projections; and (ii) The Value Component--Securities
that the portfolio manager regards as fundamentally undervalued,
i.e., securities selling at a discount to asset value and securities
with a relatively low price/earnings ratio. The securities eligible
for this component may include real estate stocks, such as
securities of publicly owned companies that, in the portfolio
manager's judgment, offer an optimum combination of current dividend
yield, expected dividend growth, and discount to current real estate
value.
PORTFOLIO MANAGER -- Chancellor LGT Asset Management, Inc.

RISING DIVIDENDS DIVISION
RISING DIVIDENDS SERIES
OBJECTIVE -- Capital appreciation, with dividend income as a
secondary objective.
INVESTMENTS -- Investment in equity securities of high quality
companies that meet the following four criteria: consistent dividend
increases; substantial dividend increases; reinvested profits; and
an under-leveraged balance sheet.
PORTFOLIO MANAGER -- Kayne Anderson Investment Management, LLC

ALL-GROWTH DIVISION
ALL-GROWTH SERIES
OBJECTIVE -- Capital appreciation.
INVESTMENTS -- Investment in securities selected for their long-term
growth prospects.
PORTFOLIO MANAGER -- Pilgrim Baxter & Associates, Ltd.

REAL ESTATE DIVISION
REAL ESTATE SERIES
OBJECTIVE -- Capital appreciation, with current income as a secondary
objective.
15
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<PAGE>

INVESTMENTS -- Investment in publicly traded equity securities of
companies in the real estate industry listed on national exchanges
or on the National Association of Securities Dealers Automated
Quotation System.
PORTFOLIO MANAGER -- EII Realty Securities, Inc.

HARD ASSETS DIVISION
HARD ASSETS SERIES
OBJECTIVE -- Long-term capital appreciation.
INVESTMENTS -- Investment in equity and debt securities of companies
engaged in the exploration, development, production, management, and
distribution of hard assets.
PORTFOLIO MANAGER -- Van Eck Associates Corporation

VALUE EQUITY DIVISION
VALUE EQUITY SERIES
OBJECTIVE -- Capital appreciation with a secondary objective of
dividend income.
INVESTMENTS -- Investment primarily in equity securities of U.S. and
foreign issuers which, when purchased, meet quantitative standards
believed by the Portfolio Manager to indicate above average
financial soundness and high intrinsic value relative to price.
PORTFOLIO MANAGER -- Eagle Asset Management, Inc.

STRATEGIC EQUITY DIVISION
STRATEGIC EQUITY SERIES
OBJECTIVE -- Long-term capital appreciation.
INVESTMENTS -- Investment primarily in equity securities based on
various equity market timing techniques. The amount of the Series'
assets allocated to equities shall vary from time to time to seek
positive investment performance from advancing equity markets and to
reduce exposure to equities when risk/reward characteristics are
believed to be less attractive.
PORTFOLIO MANAGER -- Zweig Advisors Inc.

SMALL CAP DIVISION
SMALL CAP SERIES
OBJECTIVE -- Long-term capital appreciation.
INVESTMENTS -- Investment primarily in equity securities of companies
that, at the time of purchase, have a total market capitalization --
present market value per share multiplied by the total number of
shares outstanding -- within the range of companies included in the
Russell 2000 Growth Index.
PORTFOLIO MANAGER -- Fred Alger Management, Inc.

EMERGING MARKETS DIVISION
EMERGING MARKETS SERIES
OBJECTIVE -- Long-term capital appreciation.
INVESTMENTS -- Investment primarily in equity securities of companies
that are considered to be in emerging market countries in the
Pacific Basin, Latin America and elsewhere. Income is not an
objective, and any production of current income is considered
incidental to the objective of growth of capital.
PORTFOLIO MANAGER -- Putnam Investment Management, Inc.

MANAGED GLOBAL DIVISION
MANAGED GLOBAL SERIES
OBJECTIVE -- Capital appreciation.
INVESTMENTS -- Investment primarily in common stocks of both domestic
and foreign issuers.
PORTFOLIO MANAGER -- Putnam Investment Management, Inc.

GROWTH OPPORTUNITIES DIVISION
GROWTH OPPORTUNITIES SERIES
OBJECTIVE -- Capital appreciation.
INVESTMENTS -- Investment primarily in equity securities of domestic
companies emphasizing companies with market capitalizations of $1
billion or more.
PORTFOLIO MANAGER -- Montgomery Asset Management, LLC

DEVELOPING WORLD DIVISION
DEVELOPING WORLD SERIES
OBJECTIVE -- Capital appreciation.
INVESTMENTS -- Investment primarily in equity securities of companies
in countries having economies and markets generally considered to be
emerging or developing.
PORTFOLIO MANAGER -- Montgomery Asset Management, LLC

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LIMITED MATURITY BOND DIVISION
LIMITED MATURITY BOND SERIES
OBJECTIVE -- Highest current income consistent with low risk to
principal and liquidity. Also seeks to enhance its total return
through capital appreciation when market factors indicate that
capital appreciation may be available without significant risk to
principal.
INVESTMENTS -- Investment primarily in a diversified portfolio of
limited maturity debt securities. No individual security will at the
time of purchase have a remaining maturity longer than seven years
and the dollar-weighted average maturity of the Series will not
exceed five years.

PORTFOLIO MANAGER -- ING Investment Management, LLC

LIQUID ASSET DIVISION
LIQUID ASSET SERIES
OBJECTIVE -- High level of current income consistent with the
preservation of capital and liquidity.
INVESTMENTS -- Obligations of the U.S. Government and its agencies
and instrumentalities; bank obligations; commercial paper and short-
term corporate debt securities.
TERM -- All issues maturing in less than one year.

PORTFOLIO MANAGER -- ING Investment Management, LLC

The following Divisions invest in designated Series of the ESS
Trust.

OTC DIVISION
OTC PORTFOLIO
OBJECTIVE -- Long-term growth of capital.
INVESTMENTS -- Investment primarily in securities of companies that
are traded principally on the over-the-counter (OTC) market.
PORTFOLIO MANAGER -- Massachusetts Financial Services Company

RESEARCH DIVISION
RESEARCH PORTFOLIO
OBJECTIVE -- Long term growth of capital and future income.
INVESTMENTS -- Investment primarily in common stocks or securities
convertible into common stocks of companies believed to possess
better than average prospects for long-term growth.
PORTFOLIO MANAGER -- Massachusetts Financial Services Company

TOTAL RETURN DIVISION
TOTAL RETURN PORTFOLIO
OBJECTIVE -- Above-average income consistent with prudent employment
of capital.
INVESTMENTS -- Investment primarily in equity securities.
PORTFOLIO MANAGER -- Massachusetts Financial Services Company

GROWTH & INCOME DIVISION
GROWTH & INCOME PORTFOLIO
OBJECTIVE -- Long-term total return.
INVESTMENTS -- Investment primarily in equity and debt securities,
focusing on small- and mid-cap companies that offer potential
appreciation, current income, or both.
PORTFOLIO MANAGER -- Robertson, Stephens & Company Investment
Management, L.P.

VALUE + GROWTH DIVISION
VALUE + GROWTH PORTFOLIO
OBJECTIVE -- Capital appreciation.

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INVESTMENTS -- Investment primarily in mid-cap growth companies with
favorable relationships between price/earnings ratios and growth
rates. Mid-cap companies are those with market capitalizations
ranging from $750 million to approximately $2 billion.
PORTFOLIO MANAGER -- Robertson, Stephens & Company Investment
Management, L.P.

INTERNATIONAL FIXED INCOME DIVISION
INTERNATIONAL FIXED INCOME PORTFOLIO
OBJECTIVE -- High total return.
INVESTMENTS -- Investment in both foreign and domestic debt
securities and related foreign currency transactions. The total
return will be sought through a combination of current income,
capital gains and gains in currency positions.
PORTFOLIO MANAGER -- Credit Suisse Asset Management Limited.

CHANGES WITHIN ACCOUNT B
We may from time to time make additional Divisions available. These
Divisions will invest in investment portfolios we find suitable for
the Contract. We also have the right to eliminate investment
Divisions from Account B, to combine two or more Divisions, or to
substitute a new portfolio for the portfolio in which a Division
invests. A substitution may become necessary if, in our judgment, a
portfolio no longer suits the purposes of the Contract. This may
happen due to a change in laws or regulations, or a change in a
portfolio's investment objectives or restrictions, or because the
portfolio is no longer available for investment, or for some other
reason. In addition, we reserve the right to transfer assets of
Account B, which we determine to be associated with the class of
Contracts to which your Contract belongs, to another account. If
necessary, we will get prior approval from the insurance department
of our state of domicile before making such a substitution or
transfer. We will also get any required approval from the SEC and
any other required approvals before making such a substitution or
transfer. We will notify you as soon as practicable of any proposed
changes.

When permitted by law, We reserve the right to:

(1)deregister Account B under the 1940 Act;

(2)operate Account B as a management company under the 1940 Act if
it is operating as a unit investment trust;

(3)operate Account B as a unit investment trust under the 1940 Act
if it is operating as a managed separate account;

(4)restrict or eliminate any voting rights as to Account B; and

(5)combine Account B with other accounts.

THE FIXED ACCOUNT
Premium payments may be allocated to the Fixed Account at the time
of the Initial Premium payment or as subsequently made. Note certain
restrictions may apply; see Crediting Premium Payments. In addition,
all or part of your Accumulation Value may be transferred to the
Fixed Account. Assets supporting amounts allocated to the Fixed
Account are available to fund the claims of all classes of our
customers, Owners and other creditors. Interests under your Contract
relating to the Fixed Account are registered under the Securities
Act of 1933 but the Fixed Account is not registered under the 1940
Act.

SELECTING A GUARANTEE PERIOD. You may select one or more Fixed
Allocations with specified Guarantee Periods for investment. We
currently offer Guarantee Periods with durations of 1, 3, 5, 7 and
10 years. We reserve the right at any time to decrease or increase
the number of Guarantee Periods offered. Not all Guarantee Periods
may be available for new allocations. Each Fixed Allocation will
have a Maturity Date corresponding to the last day of the calendar
month of the applicable Guarantee Period.

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Your Accumulation Value in the Fixed Account equals the sum of your
Fixed Allocations plus the interest credited thereto, as adjusted
for any partial withdrawals, reallocations or other charges we may
impose. Your Fixed Allocation will be credited with the Guaranteed
Interest Rate in effect on the date we receive and accept your
premium or reallocation of Accumulation Value. The Guaranteed
Interest Rate will be credited daily to yield the quoted Guaranteed
Interest Rate.

GUARANTEED INTEREST RATES. Each Guarantee Period will have an
interest rate that is guaranteed. We do not have a specific formula
for establishing the Guaranteed Interest Rates for the different
Guarantee Periods. The determination made will be influenced by, but
not necessarily correspond to, interest rates available on fixed
income investments which we may acquire with the amounts we receive
as premium payments or reallocations of Accumulation Value under the
Contracts. These amounts will be invested primarily in investment-
grade fixed income securities including: securities issued by the
United States Government or its agencies or instrumentalities, which
issues may or may not be guaranteed by the United States Government;
debt securities that have an investment grade rating, at the time of
purchase, within the four highest grades assigned by Moody's
Investor Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor's
Ratings Group (AAA, AA, A or BBB) or any other nationally recognized
rating service; mortgage-backed securities collateralized by the
Federal Home Loan Mortgage Association, the Federal National
Mortgage Association or the Government National Mortgage
Association, or that have an investment grade rating at the time of
purchase within the four highest grades described above; other debt
investments; commercial paper; and cash or cash equivalents. You
will have no direct or indirect interest in these investments. We
will also consider other factors in determining the Guaranteed
Interest Rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general
economic trends and competitive factors. We cannot predict or
guarantee the level of future interest rates. However, no Fixed
Allocation will ever have a Guaranteed Interest Rate of less than 3%
per year.

We may offer interest rate specials from time to time during which
times the interest rates declared for new premiums are higher than
the base rate supported by current investment yields. Renewal rates
for such rate specials will be derived from the base rate not the
special rates initially declared. Such rate specials are offered at
our discretion and only if you have a Fixed Allocation.

While the foregoing generally describes our investment strategy with
respect to the Fixed Account, we are not obligated to invest
according to any particular strategy, except as may be required by
Delaware and other state insurance laws.

TRANSFERS FROM A FIXED ALLOCATION. You may transfer your
Accumulation Value from a Fixed Allocation to one or more new Fixed
Allocations with new Guarantee Periods of any length offered by us
or to the Divisions of Account B. Unless you specify in writing the
Fixed Allocations from which such transfers will be made, we will
transfer amounts from the Fixed Allocations starting with the
Guarantee Period nearest its Maturity Date, until we have honored
your transfer request.

Transfers from a Fixed Allocation made within 30 days prior to the
Maturity Date of the applicable Guarantee Period or pursuant to the
dollar cost averaging program will not be subject to a Market Value
Adjustment. All other transfers from your Fixed Allocations will be
subject to a Market Value Adjustment. The minimum amount that can be
transferred to or from any Fixed Allocation is $100. If a transfer
request would reduce the Accumulation Value remaining in your Fixed
Allocation to less than $100, we will treat such transfer request as
a request to transfer the entire Accumulation Value in such Fixed
Allocation.

At the end of a Fixed Allocation's Guarantee Period, you may
transfer amounts in that Fixed Allocation to the Divisions and one
or more new Fixed Allocations with Guarantee Periods of any length
then offered by us. You may not, however, transfer amounts to any
Fixed Allocation with a Guarantee Period that extends beyond your
Annuity Commencement Date.

At least 30 calendar days prior to a Maturity Date of any of your
Fixed Allocations, or earlier if required by state law, we will send
you a notice of the Guarantee Periods then available. Prior to the
Maturity Date of your Fixed Allocations you must notify us as to
which Division or new Guarantee

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Period you have selected. If timely
instructions are not received, we will transfer your Accumulation
Value in the maturing Fixed Allocation to a Fixed Allocation with a
Guarantee Period equal in length to the expiring Guarantee Period.
If such Guarantee Period is not available or extends beyond your
Annuity Commencement Date, we will transfer your Accumulation Value
in the maturing Fixed Allocation to the next shortest Guarantee
Period which does not extend beyond the Annuity Commencement Date.
If no such Guarantee Period is available, we will transfer your
Accumulation Value to the Specially Designated Division.

PARTIAL WITHDRAWALS FROM A FIXED ALLOCATION. Prior to the Annuity
Commencement Date and while your Contract is in effect, you may take
partial withdrawals from the Accumulation Value in a Fixed
Allocation by sending satisfactory notice to our Customer Service
Center. You may make systematic withdrawals of interest earnings
only from a Fixed Allocation under our Systematic Partial Withdrawal
Option. (See, Partial Withdrawals, Systematic Partial Withdrawal
Option.) Systematic withdrawals from a Fixed Allocation are not
permitted if such Fixed Allocation participates in the dollar cost
averaging program. Withdrawals from a Fixed Allocation taken within
30 days prior to the Maturity Date and systematic withdrawals are
not subject to a Market Value Adjustment. Withdrawals may have
federal income tax consequences, including a 10% penalty tax. See
Federal Tax Considerations.

If you specify a Fixed Allocation from which your partial withdrawal
will be made, we will assess the partial withdrawal against that
Fixed Allocation. If you do not specify the investment option from
which the partial withdrawal will be taken, we will not assess your
partial withdrawal against any Fixed Allocations unless the partial
withdrawal exceeds the Accumulation Value in the Divisions of
Account B. If there is no Accumulation Value in those Divisions,
partial withdrawals will be deducted from your Fixed Allocations
starting with the Guarantee Periods nearest their Maturity Dates
until we have honored your request.

MARKET VALUE ADJUSTMENT. We will apply a Market Value Adjustment,
determined by application of the formula described below, in the
following circumstances: (i) whenever you make a withdrawal or
transfer from a Fixed Allocation, other than withdrawals or
transfers made within 30 days prior to the Maturity Date of the
applicable Guarantee Period, systematic partial withdrawals, or
pursuant to the dollar cost averaging program; and (ii) on the
Annuity Commencement Date with respect to any Fixed Allocation
having a Guarantee Period that does not end on or within 30 days
after the Annuity Commencement Date.

The Market Value Adjustment is determined by multiplying the amount
withdrawn, transferred or annuitized by the following factor:

( 1+I ) N/365
(---------) -1
(1+J+.0025)

Where "I" is the Index Rate for a Fixed Allocation as of the first
day of the applicable Guarantee Period; "J" is the Index Rate for
new Fixed Allocations with Guarantee Periods equal to the number of
years (fractional years are rounded up to the next full year except
in Pennsylvania) remaining in the Guarantee Period at the time of
the withdrawal, transfer or annuitization; and "N" is the remaining
number of days in the Guarantee Period at the time of the
withdrawal, transfer or annuitization.

The Index Rate is the average of the Ask Yields for U.S. Treasury
Strips as reported by a national quoting service for the applicable
maturity. The average currently is based on the period from the 22nd
day of the calendar month two months prior to the calendar month of
the Index Rate determination to the 21st day of the calendar month
immediately prior to the month of determination. The applicable
maturity is the maturity date for these U.S. Treasury Strips on or
next following the last day of the Guarantee Period. If the Ask
Yields are no longer available, the Index Rate will be determined
using a suitable replacement method approved where required.

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We currently calculate the Index Rate once each calendar month.
However, we reserve the right to calculate the Index Rate more
frequently than monthly, but in no event will such Index Rate be
based upon a period of less than 28 days.

The Market Value Adjustment may result in either an increase or
decrease in the Accumulation Value of your Fixed Allocation. If a
full surrender, transfer or annuitization from the Fixed Allocation
has been requested, the balance of the Market Value Adjustment will
be added to or subtracted from the amount surrendered, transferred
or annuitized. If a partial withdrawal, transfer or annuitization
has been requested, the Market Value Adjustment will be calculated
on the total amount that must be withdrawn, transferred or
annuitized in order to provide the amount requested. If a negative
Market Value Adjustment exceeds the Accumulation Value in the Fixed
Allocation, such transaction will be considered a full surrender,
transfer or annuitization. The Appendix contains several examples
which illustrate the application of the Market Value Adjustment.

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____________________________________________________________________

FACTS ABOUT THE CONTRACT

THE OWNER
You are the Owner. You are also the Annuitant unless another
Annuitant is named in the application or enrollment form. You have
the rights and options described in the Contract. One or more
persons may own the Contract. If there are multiple Owners named,
the age of the oldest Owner shall determine the applicable death
benefit.

Death of an Owner activates the death benefit provision. In the case
of a sole Owner who dies prior to the Annuity Commencement Date, we
will pay the Beneficiary the death benefit when due. The sole
Owner's estate will be the Beneficiary if no Beneficiary designation
is in effect, or if the designated Beneficiary has predeceased the
Owner. In the case of a joint Owner of the Contract dying prior to
the Annuity Commencement Date, we will designate the surviving
Owner(s) as the Beneficiary(ies). This supersedes any previous
Beneficiary designation.

In the case where the Owner is a trust and a beneficial Owner of the
trust has been designated, the beneficial Owner will be treated as
the Owner of the Contract solely for the purpose of determining the
death benefit provisions. If a beneficial Owner is changed or added
after the Contract Date, this will be treated as a change of Owner
for purposes of determining the death benefit. See Change of Owner
or Beneficiary. If no beneficial Owner of the Trust has been
designated, the availability of enhanced death benefits will be
determined by the age of the Annuitant at issue.

THE ANNUITANT
The Annuitant is the person designated by the Owner to be the
measuring life in determining Annuity Payments. The Owner will
receive the annuity benefits of the Contract if the Annuitant is
living on the Annuity Commencement Date. If the Annuitant dies
before the Annuity Commencement Date, and a contingent Annuitant has
been named, the contingent Annuitant becomes the Annuitant (unless
the Owner is not an individual, in which case the death benefit
becomes payable). Once named, the Annuitant may not be changed at
any time.

If there is no contingent Annuitant when the Annuitant dies prior to
the Annuity Commencement Date, the Owner will become the Annuitant.
The Owner may designate a new Annuitant within 60 days of the death
of the Annuitant.

If there is no contingent Annuitant when the Annuitant dies prior to
the Annuity Commencement Date and the Owner is not an individual, we
will pay the Beneficiary the death benefit then due. The Beneficiary
will be as provided in the Beneficiary designation then in effect.
If no Beneficiary designation is in effect, or if there is no
designated Beneficiary living, the Owner will be the Beneficiary. If
the Annuitant was the sole Owner and there is no Beneficiary
designation, the Annuitant's estate will be the Beneficiary.

Regardless of whether a death benefit is payable, if the Annuitant
dies and any Owner is not an individual, such death will trigger
application of the distribution rules imposed by Federal tax law.

THE BENEFICIARY
The Beneficiary is the person to whom we pay death benefit proceeds
and who becomes the successor Owner if the Owner dies prior to the
Annuity Commencement Date. We pay death benefit proceeds to the
primary Beneficiary (unless there are joint Owners, in which case
death proceeds are payable to the surviving Owner(s)). See Proceeds
Payable to the Beneficiary.

If the Beneficiary dies before the Annuitant or Owner, the death
benefit proceeds are paid to the contingent Beneficiary, if any. If
there is no surviving Beneficiary, we pay the death benefit proceeds
to the Owner's estate.

One or more persons may be named as Beneficiary or contingent
Beneficiary. In the case of more than one Beneficiary, unless
otherwise specified, we will assume any death benefit proceeds are
to be paid in equal shares to the surviving beneficiaries.

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You have the right to change beneficiaries during the Annuitant's
lifetime unless you have designated an irrevocable Beneficiary. When
an irrevocable Beneficiary has been designated, you and the
irrevocable Beneficiary may have to act together to exercise certain
rights and options under the Contract.

CHANGE OF OWNER OR BENEFICIARY
During the Annuitant's lifetime and while your Contract is in
effect, you may transfer ownership of the Contract (if purchased in
connection with a non-qualified plan) subject to our published rules
at the time of the change. A change in Ownership may affect the
amount of the death benefit and the guaranteed death benefit. You
may also change the Beneficiary. To make either of these changes,
you must send us written notice of the change in a form satisfactory
to us. The change will take effect as of the day the notice is
signed. The change will not affect any payment made or action taken
by us before recording the change at our Customer Service Center.
See Federal Tax Considerations, Assignments, Pledges and Gratuitous
Transfers.

AVAILABILITY OF THE CONTRACT

We can issue a Contract if both the Annuitant and the Owner are not
older than age 90.

TYPES OF CONTRACTS
QUALIFIED CONTRACTS. The Contract may be issued as an Individual
Retirement Annuity or in connection with an individual retirement
account or other qualified plan. In the latter case, the Contract
will be issued without an Individual Retirement Annuity endorsement,
and the rights of the participant under the Contract will be
affected by the terms and conditions of the particular individual
retirement trust or custodial account, and by provisions of the Code
and the regulations thereunder. For example, the individual
retirement trust or custodial account will impose minimum
distribution rules, which may require distributions to commence not
later than April 1st of the calendar year following the calendar
year in which you attain age 70 1/2. For both Individual Retirement
Annuities and individual retirement accounts, the minimum Initial
Premium is $1,500.

IF THE CONTRACT IS PURCHASED TO FUND A QUALIFIED PLAN, DISTRIBUTION
MUST COMMENCE NOT LATER THAN APRIL 1ST OF THE CALENDAR YEAR
FOLLOWING THE CALENDAR YEAR IN WHICH YOU ATTAIN AGE 70 1/2. IF YOU OWN
MORE THAN ONE QUALIFIED PLAN, YOU SHOULD CONSULT YOUR TAX ADVISOR.

NON-QUALIFIED CONTRACTS. The Contract may fund any non-qualified
plan. Non-qualified Contracts do not qualify for any tax-favored
treatment other than the benefits provided for by annuities.

YOUR RIGHT TO SELECT OR CHANGE CONTRACT OPTIONS
Before the Annuity Commencement Date, you may change the Annuity
Commencement Date, frequency of Annuity Payments or the Annuity
Option by sending a written request to our Customer Service Center.
The Annuitant may not be changed at any time.

PREMIUMS
You purchase the Contract with an Initial Premium. After the end of
the Free Look Period, you may make additional premium payments. See
Making Additional Premium Payments. The minimum Initial Premium is
$10,000 for a non-qualified Contract and $1,500 for a qualified
Contract.

You must receive our prior approval before making a premium payment
that causes the Accumulation Value of all annuities that you
maintain with us to exceed $1,000,000. We may change the minimum
initial or additional premium requirements for certain group or
sponsored arrangements. See Group or Sponsored Arrangements.

QUALIFIED PLANS
For IRA Contracts, the annual premium on behalf of any individual
Contract may not exceed $2,000. Provided your spouse does not make a
contribution to an IRA, you may set up a spousal IRA even if your
spouse has earned some compensation during the year. The maximum
deductible amount for a spousal IRA program is the lesser of $2,250
or 100% of your compensation reduced by the contribution (if any)
made by you for the taxable year to your own IRA. However, no more
than $2,000 can go to either your or your spouse's IRA in any one
year. For example, $1,750 may go to your IRA and $500 to your
spouse's IRA. These maximums are not applicable if the premium is
the result of a rollover from another qualified plan.

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WHERE TO MAKE PAYMENTS. Remit premium payments to our Customer
Service Center. The address is shown on the cover. We will send you
a confirmation notice.

MAKING ADDITIONAL PREMIUM PAYMENTS
You may make additional premium payments after the end of the Free
Look Period. We can accept additional premium payments until either
the Annuitant or Owner reaches the Attained Age of 85 under non-
qualified plans. For qualified plans, no contributions may be made
to an IRA Contract for the taxable year in which you attain age 70 1/2
and thereafter (except for rollover contributions). The minimum
additional premium payment we will accept is $250 for a non-
qualified plan and $100 for a qualified plan.

CREDITING PREMIUM PAYMENTS
The Initial Premium will be accepted or rejected within two business
days of receipt by us if accompanied by information sufficient to
permit us to determine if we are able to issue a Contract. We may
retain an Initial Premium for up to five business days while
attempting to obtain information sufficient to enable us to issue
the Contract. If we are unable to do so within five business days,
the applicant or enrollee will be informed of the reasons for the
delay and the Initial Premium will be returned immediately unless
the applicant or enrollee consents to our retaining the Initial
Premium until we have received the information we require.
Thereafter, all additional premiums will be accepted on the day
received.

In certain states we will also accept, by agreement with broker-
dealers, transmittal of initial and additional premium payments by
wire order from the broker-dealer to our Customer Service Center.
Such transmittals must be accompanied by a simultaneous telephone
facsimile or other electronic data transmission containing the
essential information we require to open an account and allocate the
premium payment. Contact our Customer Service Center to find out
about state availability and broker-dealer requirements.

Upon our acceptance of premium payments received via wire order and
accompanied by sufficient electronically transmitted data, we will
issue the Contract, allocate the premium payment according to your
instructions, and invest the payment at the value next determined
following receipt. See Restrictions on Allocation of Premium
Payments. Wire orders not accompanied by sufficient data to enable
us to accept the premium payment may be retained for up to five
business days while we attempt to obtain information sufficient to
enable us to issue the Contract. If we are unable to do so, our
Customer Service Center will inform the broker-dealer, on behalf of
the applicant or enrollee, of the reasons for the delay and return
the premium payment immediately to the broker-dealer for return to
the applicant or enrollee, unless the applicant or enrollee
specifically consents to allow us to retain the premium payment
until our Customer Service Center receives the required information.

On the date we receive and accept your initial or additional premium
payment:

(1)We allocate the Initial Premium among the Divisions and Fixed
Allocations according to your instructions, subject to any
restrictions. See Restrictions on Allocation of Premium
Payments. For additional premium payments, the Accumulation
Value will increase by the amount of the premium. If we do not
receive instructions from you, the increase in the Accumulation
Value will be allocated among the Divisions in proportion to the
amount of Accumulation Value in each Division as of the date we
receive and accept the additional premium payment. If there is
no Accumulation Value in the Divisions, the increase in the
Accumulation Value will be allocated to a Fixed Allocation with
the shortest Guarantee Period then available.

(2)For an Initial Premium, we calculate your applicable death
benefit. When an additional premium payment is made, we increase
your applicable death benefit in accordance with the death
benefit option in effect for your Contract.

Following receipt and acceptance of the wire order and accompanying
data, and investment of the premium payment, we will follow one of
the two procedures set forth below. The one we follow is determined
by state availability and the procedures of the broker-dealer which
submitted the wire order.

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(1)We will issue the Contract. However, until we have received and
accepted a properly completed application or enrollment form, we
reserve the right to rescind the Contract. If the form is not
received within fifteen days of receipt of the premium payment,
we will refund the Accumulation Value adjusted for any market
value adjustment plus any charges we deducted, and the Contract
will be voided. Some states require that we return the premium
paid. In these states, different rules will apply.

(2)Based on the information provided, we will issue the Contract.
We will mail the Contract to you, together with an Application
Acknowledgment Statement. You must execute the Application
Acknowledgment Statement and return it to us at our Customer
Service Center. Until we receive the executed Application
Acknowledgment Statement, neither you nor the broker-dealer may
execute any financial transactions with respect to the Contract
unless such transactions are appropriately requested in writing
by you.

RESTRICTIONS ON ALLOCATION OF PREMIUM PAYMENTS
We may require that an Initial Premium designated for a Division of
Account B or the Fixed Account be allocated to the Specially
Designated Division during the Free Look Period for Initial Premiums
received from some states. After the Free Look Period, if your
Initial Premium was allocated to the Specially Designated Division,
we will transfer the Accumulation Value to the Divisions you
previously selected based on the index of investment experience next
computed for each Division. See Facts About the Contract,
Measurement of Investment Experience, Index of Investment Experience
and Unit Value. Initial premiums designated for the Fixed Account
will be allocated to a Fixed Allocation with the Guarantee Period
you have chosen; however, we reserve the right to allocate to the
Specially Designated Division for the Free Look Period, then to your
selected Fixed Allocations.

YOUR RIGHT TO REALLOCATE
You may reallocate your Accumulation Value among the Divisions and
Fixed Allocations at the end of the Free Look Period. We currently
do not assess a charge for allocation changes made during a Contract
Year. We reserve the right, however, to assess a $25 charge for each
allocation change after the twelfth allocation change in a Contract
Year. We require that each reallocation of your Accumulation Value
equal at least $100 or, if less, your entire Accumulation Value
within a Division or Fixed Allocation. We reserve the right to
limit, upon notice, the maximum number of reallocations you may make
within a Contract Year. In addition, we reserve the right to defer
the reallocation privilege at any time we are unable to purchase or
redeem shares of the GCG Trust or the ESS Trust. We also reserve the
right to modify or terminate your right to reallocate your
Accumulation Value at any time in accordance with applicable law.
Reallocations from the Fixed Account are subject to the Market Value
Adjustment unless taken as part of the dollar cost averaging program
or within 30 days prior to the Maturity Date of the applicable
Guarantee Period. To make a reallocation change, you must provide us
with satisfactory notice at our Customer Service Center. All
reallocation changes must be submitted by the earlier of 4:00 p.m.
eastern time or by the close of the New York Stock Exchange.

We reserve the right to limit the number of reallocations of your
Accumulation Value among the Divisions and Fixed Allocations or
refuse any reallocation request if we believe that: (a) excessive
trading by you or a specific reallocation request may have a
detrimental effect on unit values or the share prices of the
underlying Series; or (b) we are informed by the GCG Trust or the
ESS Trust that the purchase or redemption of shares is to be
restricted because of excessive trading or a specific reallocation
or group of reallocations is deemed to have a detrimental effect on
share prices of the GCG Trust or the ESS Trust.

Where permitted by law, we may accept your authorization of third
party reallocation on your behalf, subject to our rules. We may
suspend or cancel such acceptance at any time. We will notify you of
any such suspension or cancellation. We may restrict the Divisions
and Fixed Allocations that will be available to you for
reallocations of premiums during any period in which you authorize
such third party to act on your behalf. We will give you prior
notification of any such restrictions. However, we will not enforce
such restrictions if we are provided evidence satisfactory to us
that: (a) such third party has been appointed by a court of
competent jurisdiction to act on your behalf; or (b) such third
party has been appointed by you to act on your behalf for all your
financial affairs.

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Some restrictions may apply based on the free look provisions of the
state where the Contract is issued. See Your Right to Cancel or
Exchange Your Contract.

DOLLAR COST AVERAGING
If you have at least $1,200 of Accumulation Value in the Limited
Maturity Bond Division, the Liquid Asset Division or a Fixed
Allocation with a one year Guarantee Period, you may elect the
dollar cost averaging program and have a specified dollar amount
transferred from those Divisions or such Fixed Allocation on a
monthly basis.

The main objective of dollar cost averaging is to attempt to shield
your investment from short-term price fluctuations. Since the same
dollar amount is transferred to other Divisions each month, more
units are purchased in a Division if the value per unit is low and
less units are purchased if the value per unit is high.

Therefore, a lower than average value per unit may be achieved over
the long term. This plan of investing allows investors to take
advantage of market fluctuations but does not assure a profit or
protect against a loss in declining markets.

Dollar cost averaging may be elected at issue or at a later date.
The minimum amount that may be transferred each month is $100. The
maximum amount which may be transferred is equal to your
Accumulation Value in the Limited Maturity Bond Division, the Liquid
Asset Division or a Fixed Allocation with a one year Guarantee
Period when you elect the dollar cost averaging program, divided by
12.

The transfer date will be the same calendar day each month as the
Contract Date. The dollar amount will be allocated to the Divisions
in which you are invested in proportion to your Accumulation Value
in each Division unless you specify otherwise. If, on any transfer
date, your Accumulation Value is equal to or less than the amount
you have elected to have transferred, the entire amount will be
transferred and the program will end. You may change the transfer
amount once each Contract Year, or cancel this program by sending
satisfactory notice to our Customer Service Center at least seven
days before the next transfer date. Any allocation under this
program will not be included in determining if the excess allocation
charge will apply. We currently do not permit transfers under the
dollar cost averaging program from Fixed Allocations with other than
one year Guarantee Periods. Transfers from a Fixed Allocation under
the dollar cost averaging program will not be subject to a Market
Value Adjustment. See, Market Value Adjustment. A Fixed Allocation
may not participate simultaneously in both the dollar cost averaging
program and the Systematic Partial Withdrawal Option.

WHAT HAPPENS IF A DIVISION IS NOT AVAILABLE
When a distribution is made from an investment portfolio supporting
a Division of Account B in which reinvestment is not available, we
will allocate the distribution, unless you specify otherwise, to the
Specially Designated Division.

Such a distribution can occur when (a) an investment portfolio
matures, or (b) a distribution from a portfolio or Division cannot
be reinvested in the portfolio or Division due to the unavailability
of securities for acquisition. When an investment portfolio matures,
we will notify you in writing 30 days in advance of that date. To
elect an allocation of the distribution to other than the Specially
Designated Division, you must provide satisfactory notice to us at
least seven days prior to the date the portfolio matures. Such
allocations are not counted for purposes of the number of free
allocation changes permitted. When a distribution from a portfolio
or Division cannot be reinvested in the portfolio due to the
unavailability of securities for acquisition, we will notify you
promptly after the allocation has occurred. If within 30 days you
allocate the Accumulation Value from the Specially Designated
Division to other Divisions or Fixed Allocations of your choice,
such allocations will not be included in determining if the excess
allocation charge will apply.

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YOUR ACCUMULATION VALUE
Your Accumulation Value is the sum of the amounts in each of the
Divisions and the Fixed Allocations in which you are invested, and
is the amount available for investment at any time. You select the
Divisions and Fixed Allocations to which to allocate your
Accumulation Value. We adjust your Accumulation Value on each
Valuation Date to reflect the Divisions' investment performance and
interest credited to your Fixed Allocations, any additional premium
payments or partial withdrawals since the previous Valuation Date,
and on each Contract processing date to reflect any deduction of the
annual Contract fee. Your Accumulation Value is applied to your
choice of an Annuity Option on the Annuity Commencement Date subject
to our published rules at such time. See Choosing an Income Plan.

ACCUMULATION VALUE IN EACH DIVISION
ON THE CONTRACT DATE. On the Contract Date, your Accumulation
Value is allocated to each Division as you have specified, unless
the Contract is issued in a state that requires the return of
premium payments during the Free Look Period, in which case, the
portion of your Initial Premium not allocated to a Fixed Allocation
will be allocated to the Specially Designated Division during the
Free Look Period. See Your Right to Cancel or Exchange Your
Contract.

ON EACH VALUATION DATE. At the end of each subsequent Valuation
Period, the amount of Accumulation Value in each Division will be
calculated as follows:

(1)We take the Accumulation Value in the Division at the end of the
preceding Valuation Period.

(2)We multiply (1) by the Division's net rate of return for the
current Valuation Period.

(3)We add (1) and (2).

(4)We add to (3) any additional premium payments allocated to the
Division during the current Valuation Period.

(5)We add or subtract allocations to or from that Division during
the current Valuation Period.

(6)We subtract from (5) any partial withdrawals and any associated
charges allocated to that Division during the current Valuation
Period.

(7)We subtract from (6) the amounts allocated to that Division for:

(a)any Contract fees; and

(b)any charge for premium taxes.

All amounts in (7) are allocated to each Division in the proportion
that (6) bears to the Accumulation Value in Account B, unless the
Charge Deduction Division has been specified. See Charges Deducted
from the Accumulation Value.

MEASUREMENT OF INVESTMENT EXPERIENCE
INDEX OF INVESTMENT EXPERIENCE AND UNIT VALUE. The investment
experience of a Division is determined on each Valuation Date. We
use an index to measure changes in each Division's experience during
a Valuation Period. We set the index at $10 when the first
investments in a Division are made, unless the underlying Series in
which the Division invests has been available under other contracts
for some period of time. The index for a current Valuation Period
equals the index for the preceding Valuation Period multiplied by
the experience factor for the current Valuation Period.

We may express the value of amounts allocated to the Divisions in
terms of units. We determine the number of units for a given amount
on a Valuation Date by dividing the dollar value of that amount by
the index of investment experience for that date. The index of
investment experience is equal to the value of a unit.

HOW WE DETERMINE THE EXPERIENCE FACTOR. For Divisions of Account B
the experience factor reflects the investment experience of the
Series of the Trust in which a Division invests as well as the
charges assessed against the Division for a Valuation Period. The
factor is calculated as follows:

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(1)We take the net asset value of the portfolio in which the
Division invests at the end of the current Valuation Period.

(2)We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and
reinvested in such portfolio during the current Valuation
Period. We subtract from that amount a charge for our taxes, if
any.

(3)We divide (2) by the net asset value of the portfolio at the end
of the preceding Valuation Period.

(4)We subtract the applicable daily mortality and expense risk
charge from each Division for each day in the Valuation Period.

(5)We subtract the daily asset based administrative charge from
each Division for each day in the Valuation Period.

Calculations for Divisions investing in a Series are made on a per
share basis.

NET RATE OF RETURN FOR A DIVISION. The net rate of return for a
Division during a valuation period is the experience factor for that
Valuation Period minus one.

CASH SURRENDER VALUE
Your Contract's Cash Surrender Value fluctuates daily with the
investment results of the Divisions, interest credited to Fixed
Allocations and any Market Value Adjustment. We do not guarantee any
minimum Cash Surrender Value. On any date before the Annuity
Commencement Date while the Contract is in effect, the Cash
Surrender Value is calculated as follows:

(1)We take the Contract's Accumulation Value;

(2)We adjust (1) for any Market Value Adjustment;

(3)We deduct from (2) any charge for premium taxes; and

(4)We deduct from (3) any charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
The Contract may be surrendered by the Owner at any time while the
Annuitant is living and before the Annuity Commencement Date.

A surrender will be effective on the date your written request and
the Contract are received at our Customer Service Center. The Cash
Surrender Value is determined and all benefits under the Contract
will then be terminated, as of that date. For administrative
purposes, we will reallocate your funds to the Specially Designated
Division prior to processing the surrender. This reallocation will
have no effect on the Cash Surrender Value. You may receive the Cash
Surrender Value in a single sum payment or apply it under one or
more Annuity Options. See The Annuity Options. We will usually pay
the Cash Surrender Value within seven days but we may delay payment.
See When We Make Payments.

PARTIAL WITHDRAWALS
Prior to the Annuity Commencement Date, while the Annuitant is
living and the Contract is in effect, you may take partial
withdrawals from the Accumulation Value by sending satisfactory
notice to our Customer Service Center. Unless you specify otherwise,
the amount of the withdrawal, including Market Value Adjustment,
will be taken in proportion to the amount of Accumulation Value in
each Division in which you are invested. If there is no Accumulation
Value in those Divisions, partial withdrawals will be deducted from
your Fixed Allocations starting with the Guarantee Periods nearest
their Maturity Dates until we have honored your request.

There are three options available for selecting partial withdrawals,
the Conventional Partial Withdrawal Option, the Systematic Partial
Withdrawal Option and the IRA Partial Withdrawal Option. All three
options are described below. Partial withdrawals may not be repaid.
A partial withdrawal request for an amount in excess of 90% of the
Cash Surrender Value will be treated as a request to surrender the
Contract.

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CONVENTIONAL PARTIAL WITHDRAWAL OPTION. After the Free Look Period,
you may take conventional partial withdrawals. The minimum amount
you may withdraw under this option is $100. A conventional partial
withdrawal from a Fixed Allocation may be subject to a Market Value
Adjustment.

SYSTEMATIC PARTIAL WITHDRAWAL OPTION. This option may be elected at
the time you apply for a Contract, or at a later date. This option
may be elected to commence in a Contract Year where a conventional
partial withdrawal has been taken. However, it may not be elected
while the IRA Partial Withdrawal Option is in effect.

You may choose to receive systematic partial withdrawals on a
monthly, quarterly, or annual basis from your Accumulation Value in
the Divisions or the Fixed Allocations. No withdrawal may be less
than $100. The commencement of payments under this option may not be
elected to start sooner than 28 days after the Contract Issue Date.
You select the date when the withdrawals will be made but no later
than the 28th day of the month. If no date is selected, the
withdrawals will be made on the same calendar day of each month as
the Contract Date.

You may select a dollar amount or a percentage of the Accumulation
Value from the Divisions in which you are invested as the amount of
your withdrawal subject to the following maximums, but in no event
can a payment be less than $100:

FREQUENCY MAXIMUM

Monthly 1.25%
Quarterly 3.75%
Annual 15.00%

If a dollar amount is selected and the amount to be systematically
withdrawn would exceed the applicable maximum percentage of your
Accumulation Value on the withdrawal date, the amount withdrawn will
be reduced so that it equals such percentage. For example, if a $500
monthly withdrawal was elected and on the withdrawal date 1.25% of
the Accumulation Value equaled $300, the withdrawal amount would be
reduced to $300. If a percentage is selected and the amount to be
systematically withdrawn based on that percentage would be less than
the minimum of $100, we would increase the amount to $100 provided
it does not exceed the maximum percentage. If it is below the
maximum percentage we will send the minimum. If it is above the
maximum percentage we will send the amount and then cancel the
option. For example, if you selected 1.0% to be systematically
withdrawn on a monthly basis and that amount equaled $90, and since
$100 is less than 1.25% of the Accumulation Value, we would send
$100. If 1.0% equaled $75, and since $100 is more than 1.25% of the
Accumulation Value we would send $75 and then cancel the option. In
such a case, in order to receive systematic partial withdrawals in
the future, you would be required to submit a new notice to our
Customer Service Center.

Systematic Partial Withdrawals from Fixed Allocations are limited to
interest earnings during the prior month, quarter, or year,
depending on the frequency chosen. Systematic withdrawals are not
subject to a Market Value Adjustment. A Fixed Allocation, however,
may not participate simultaneously in both the dollar cost averaging
program and the Systematic Partial Withdrawal Option.

You may change the amount or percentage of your withdrawal once each
Contract Year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least seven
days prior to the next scheduled withdrawal date. However, you may
not change the amount or percentage of your withdrawals in any
Contract Year during which you have previously taken a conventional
partial withdrawal.

IRA PARTIAL WITHDRAWAL OPTION. If you have an IRA Contract and will
attain age 70 1/2 in the current calendar year, distributions may be
made to you to satisfy requirements imposed by Federal tax law. IRA
partial withdrawals provide payout of amounts required to be
distributed by the Internal Revenue Service rules governing
mandatory distributions under qualified plans. See Federal Tax
Considerations. We will send you a notice before your distributions
commence, and you may elect this

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option at that time, or at a later
date. You may not elect IRA partial withdrawals while the Systematic
Partial Withdrawal Option is in effect. If you do not elect the IRA
Partial Withdrawal Option, and distributions are required by Federal
tax law, distributions adequate to satisfy the requirements imposed
by Federal tax law may be made. Thus, if the Systematic Partial
Withdrawal Option is in effect, distributions under that option must
be adequate to satisfy the mandatory distribution rules imposed by
Federal tax law.

You may choose to receive IRA partial withdrawals on a monthly,
quarterly or annual frequency. You select the day of the month when
the withdrawals will be made, but it cannot be later than the 28th
day of the month. If no date is selected, the withdrawals will be
made on the same calendar day of the month as the Contract Date.

At your request, we will determine the amount that is required to be
withdrawn from your Contract each year based on the information you
give us and various choices you make. For information regarding the
calculation and choices you have to make, see the Statement of
Additional Information. The minimum dollar amount you can withdraw
is $100. At the time we determine the required partial withdrawal
amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the
partial withdrawal amount is greater than the Accumulation Value, we
will cancel the Contract and send you the amount of the Cash
Surrender Value.

You may change the payment frequency of your withdrawals once each
Contract Year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least seven
days prior to the next scheduled withdrawal date.

An IRA partial withdrawal in excess of the amount allowed under the
Systematic Partial Withdrawal Option may be subject to a Market
Value Adjustment.

PARTIAL WITHDRAWALS IN GENERAL. CONSULT YOUR TAX ADVISOR REGARDING
THE TAX CONSEQUENCES ASSOCIATED WITH TAKING PARTIAL WITHDRAWALS. A
partial withdrawal made before the taxpayer reaches age 59 1/2 may
result in imposition of a tax penalty of 10% of the taxable portion
withdrawn. See Federal Tax Considerations for more details.

AUTOMATIC REBALANCING
If you have at least $10,000 of Accumulation Value invested in the
Divisions, you may elect to participate in our automatic rebalancing
program. Automatic rebalancing provides you with an easy way to
maintain the particular asset allocation that you and your financial
advisor have determined are most suitable for your individual long-
term investment goals. We do not charge a fee for participating in
our automatic rebalancing program.

Under the program you may elect to have all your allocations among
the Divisions rebalanced on a quarterly, semi-annual, or annual
calendar basis. The minimum size of an allocation to a Division must
be in full percentage points. Rebalancing does not affect any
amounts that you have allocated to the Fixed Account. The program
may be used in conjunction with the systematic partial withdrawal
option only where such withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost
averaging. Automatic rebalancing will not take place during the Free
Look Period.

To participate in automatic rebalancing you must submit to our
Customer Service Center written notice in a form satisfactory to us.
We will begin the program on the last Valuation Date of the
applicable calendar period in which we receive the notice. You may
cancel the program at any time. The program will automatically
terminate if you choose to reallocate your Accumulation Value among
the Divisions or if you make an additional premium payment or
partial withdrawal on other than a pro rata basis. Additional
premium payments and partial withdrawals effected on a pro rata
basis will not cause the automatic rebalancing program to terminate.

PROCEEDS PAYABLE TO THE BENEFICIARY
If the Owner or the Annuitant (when the Owner is other than an
individual) dies prior to the Annuity Commencement Date, we will pay
the Beneficiary the death benefit proceeds under the Contract.

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Such
amount may be received in a single sum or applied to any of the
Annuity Options. See The Annuity Options. If we do not receive a
request to apply the death benefit proceeds to an Annuity Option, a
single sum distribution will be made. Any distributions from non-
qualified Contracts must comply with applicable Federal tax law
distribution requirements.

DEATH BENEFIT OPTIONS
Subject to our rules, there are three death benefit options that may
be elected by you at issue under the Contract: the Standard Death
Benefit Option; the 7% Solution Enhanced Death Benefit Option; and
the Annual Ratchet Enhanced Death Benefit Option.

The 7% Solution Enhanced Death Benefit Option may only be elected at
issue and only if the Owner or Annuitant (when the Owner is other
than an individual) is age 80 or younger at issue. The 7% Solution
Enhanced Death Benefit Option may not be available where a Contract
is held by joint Owners. The Annual Ratchet Enhanced Death Benefit
Option may only be elected at issue and only if the Owner or
Annuitant (when the Owner is other than an individual) is age 79 or
younger at issue.

If an enhanced death benefit is elected, the death benefit under the
Contract is equal to the greatest of: (i) the Accumulation Value;
(ii) total premium payments less any partial withdrawals; (iii) the
Cash Surrender Value; and (iv) the enhanced death benefit (see
below).

We may offer a reduced death benefit under certain group and
sponsored arrangements. See Other Contract Provisions, Group or
Sponsored Arrangements.

STANDARD DEATH BENEFIT OPTION. You will automatically receive the
Standard Death Benefit Option unless you elect one of the enhanced
death benefits. The Standard Death Benefit Option for the Contract
is equal to the greatest of: (i) your Accumulation Value; (ii) total
premiums less any partial withdrawals; and (iii) the Cash Surrender
Value.

7% SOLUTION ENHANCED DEATH BENEFIT OPTION.
(1)We take the enhanced death benefit from the prior Valuation
Date. On the Contract Date, the enhanced death benefit is equal
to the Initial Premium.

(2)We calculate interest on (1) for the current Valuation Period at
the enhanced death benefit interest rate, which rate is an
annual rate of 7%; except that with respect to amounts in the
Liquid Asset Division and Limited Maturity Bond Division, the
interest rate applied to such amounts will be the respective net
rate of return for such Divisions during the current Valuation
Period, if it is less than an annual rate of 7%; and except with
respect to amounts in a Fixed Allocation, the interest rate
applied to such amounts will be the interest credited to such
Fixed Allocation during the current Valuation Period, if it is
less than an annual rate of 7%.

Each accumulated initial or additional premium payment reduced by
any partial withdrawals (including any associated Market Value
Adjustment incurred) allocated to such premium will continue to
grow at the enhanced death benefit interest rate until reaching
the maximum enhanced death benefit. Such maximum enhanced death
benefit is equal to two times the initial or each additional
premium paid, as reduced by partial withdrawals. Each partial
withdrawal reduces the maximum enhanced death benefit as
follows: first, the maximum enhanced death benefit is reduced by
the amount of any partial withdrawal of earnings; second, the
maximum enhanced death benefit is reduced in proportion to the
reduction in the Accumulation Value for any partial withdrawal
of premium (in each case, including any associated market value
adjustment incurred). To the extent that partial withdrawals in
a contract year do not exceed 7% of cumulative premiums and did
not exceed 7% of cumulative premiums in any prior contract year,
such withdrawals will be treated as withdrawals of earnings for
the purpose of calculating the maximum enhanced death benefit.

(3)We add (1) and (2).

(4)We add to (3) any additional premiums paid during the current
Valuation Period.

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(5)We subtract from (4) any partial withdrawals (including any
Market Value Adjustments incurred) made during the current
Valuation Period.

ANNUAL RATCHET ENHANCED DEATH BENEFIT OPTION.
(1)We take the enhanced death benefit from the prior Valuation
Date. On the Contract Date, the enhanced death benefit is equal
to the Initial Premium.

(2)We add to (1) any additional premiums paid since the prior
Valuation Date and subtract from (1) any partial withdrawals
(including any Market Value Adjustments incurred) taken
since the prior Valuation Date.

(3)On a Valuation Date that occurs on or prior to the Owner's
Attained Age 80 which is also a Contract Anniversary, we set the
enhanced death benefit equal to the greater of (2) or the
Accumulation Value as of such date.

On all other Valuation Dates, the enhanced death benefit is equal to
(2).

HOW TO CLAIM PAYMENTS TO BENEFICIARY. We must receive due proof of
the death of the Owner or the Annuitant (if the Owner is other than
an individual) (such as an official death certificate) at our
Customer Service Center before we will make any payments to the
Beneficiary. We will calculate the death benefit as of the date we
receive due proof of death. The Beneficiary should contact our
Customer Service Center for instructions.

REPORTS TO OWNERS. We will send you a report once each calendar
quarter within 31 days after the end of each calendar quarter. The
report will show the Accumulation Value, the Cash Surrender Value,
and the death benefit as of the end of the calendar quarter. The
report will also show the allocation of your Accumulation Value as
of such date and the amounts deducted from or added to the
Accumulation Value since the last report. The report will also
include any other information that may be currently required by the
insurance supervisory official of the jurisdiction in which the
Contract is delivered.

We will also send you copies of any shareholder reports of the
portfolios or securities in which Account B invests, as well as any
other reports, notices or documents required by law to be furnished
to Owners.

WHEN WE MAKE PAYMENTS
We will generally pay death benefit proceeds and the Cash Surrender
Value within seven days after our Customer Service Center receives
all the information needed to process the payment.

However, we may delay payment of amounts derived from the Divisions
if it is not practical for us to value or dispose of shares of
Account B because:

(1)The NYSE is closed for trading;

(2)The SEC determines that a state of emergency exists;

(3)An order or pronouncement of the SEC permits a delay for the
protection of Owners; or,

(4)The check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions, we may
delay:

(1)Determination and payment of any Cash Surrender Value;

(2)Determination and payment of any death benefit if death occurs
before the Annuity Commencement Date;

(3)Allocation changes of the Accumulation Value; or,

(4)Application under an Annuity Option of the Accumulation Value.

We reserve the right to delay payment of amounts from the Fixed
Account for up to six months.

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____________________________________________________________________

CHARGES AND FEES

We deduct the charges described below to cover our cost and
expenses, services provided and risks assumed under the Contracts.
We incur certain costs and expenses for the distribution and
administration of the Contracts, for providing the benefits payable
thereunder and for bearing various risks thereunder. The amount of a
charge will not necessarily correspond to the costs associated with
providing the services or benefits indicated by the designation of
the charge. For example, the administration charge collected may not
fully cover all of the actual administrative expenses incurred by
us.

CHARGE DEDUCTION DIVISION
You may specify at issue if you wish to have all charges against the
Accumulation Value deducted from the Liquid Asset Division. We call
this the Charge Deduction Division Option, and within this context
refer to the Liquid Asset Division as the Charge Deduction Division.
If you do not elect this option, or if the amount of the charges is
greater than the amount in the Division, the charges will be
deducted as discussed below. You may also choose to elect or cancel
this option while the Contract is in force by sending satisfactory
notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE ACCUMULATION VALUE
We invest the entire amount of the initial and any additional
premium payments in the Divisions and the Fixed Allocations you
select, subject to certain restrictions. See Restrictions on
Allocation of Premium Payments. We then may deduct certain amounts
from your Accumulation Value. We may reduce certain fees and
charges, including any administration, and mortality and expense
risk charges, under group or sponsored arrangements. See Group or
Sponsored Arrangements. Unless you have elected the Charge Deduction
Division, charges are deducted proportionately from all affected
Divisions in which you are invested. If there is no Accumulation
Value in those Divisions, we will deduct charges from your Fixed
Allocations starting with the Guarantee Periods nearest their
Maturity Dates until such charges have been paid. The charges we
deduct are:

PREMIUM TAXES. We make a charge for state and local premium taxes
in certain states which can range from 0% to 3.5% of premium. The
charge depends on the Owner's state of residence. We reserve the
right to change this amount to conform with changes in the law or if
the Owner changes state of residence.

Premium taxes are generally incurred on the Annuity Commencement
Date and a charge for such premium taxes is then deducted from your
Accumulation Value on such date. However, some jurisdictions impose
a premium tax at the time that initial and additional premiums are
paid, regardless of the Annuity Commencement Date. In those states
we may initially defer collection of the amount of the charge for
premium taxes from your Accumulation Value and deduct it against
Accumulation Value on the Annuity Commencement Date.

ADMINISTRATIVE CHARGE. The administrative charge is incurred at the
beginning of the Contract processing period and deducted at the end
of each Contract processing period. We deduct this charge when
determining the Cash Surrender Value payable if you surrender the
Contract prior to the end of a Contract processing period. If the
Accumulation Value at the end of the Contract processing period
equals or exceeds $100,000 or the sum of the premiums paid equals or
exceeds $100,000, the charge is zero. Otherwise, the amount deducted
is $40 per Contract Year.

EXCESS ALLOCATION CHARGE. We currently do not assess a charge for
allocation changes made during a Contract Year. We reserve the
right, however, to assess a $25 charge for each allocation change
after the twelfth allocation change in a Contract Year. This amount
represents the maximum we will charge. The charge would be deducted
from the Divisions and the Fixed Allocations from which each such
reallocation is made in proportion to the amount being transferred
from each such Division and Fixed Allocation unless you have chosen
to use the Charge Deduction Division. Any allocations or transfers
due to the election of dollar cost averaging and reallocation under
the provision What Happens if a Division is Not Available will not
be included in determining if the excess allocation charge should
apply.

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CHARGES DEDUCTED FROM THE DIVISIONS
MORTALITY AND EXPENSE RISK CHARGE. The amount of the mortality and
expense risk charge depends on the death benefit option that has
been elected. If the Standard Death Benefit Option is elected, the
charge is equivalent, on an annual basis, to 1.25% of the assets in
each Division. The charge is deducted on each Valuation Date at the
rate of .003446% for each day in the Valuation Period. If an
enhanced death benefit is elected, the charge is equivalent, on an
annual basis, to 1.40% for the Annual Ratchet Death Benefit Option,
or 1.55% for the 7% Solution Death Benefit Option, of the assets in
each Division. The charge is deducted on each Valuation Date at the
rate of .003863% or .004280%, respectively, for each day in the
Valuation Period.

ASSET BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge
from the assets in each Division, to compensate us for a portion of
the administrative expenses under the Contract. The daily charge is
at a rate of 0.000411% (equivalent to an annual rate of 0.15%) on
the assets in each Division.

TRUST EXPENSES
There are fees and charges deducted from each Series of the GCG
Trust and the ESS Trust. Please read the respective Trust prospectus
for details.

____________________________________________________________________

CHOOSING YOUR ANNUITIZATION OPTIONS

ANNUITIZATION OF YOUR CONTRACT
If the Annuitant and Owner are living on the Annuity Commencement
Date, we will begin making payments to the Owner under an income
plan. We will make these payments under the Annuity Option chosen.
You may change an Annuity Option by making a written request to us
at least 30 days prior to the Annuity Commencement Date of the
Contract. The amount of the payments will be determined by applying
your Accumulation Value adjusted for any applicable Market Value
Adjustment on the Annuity Commencement Date in accordance with The
Annuity Options section below, subject to our published rules at
such time. See When We Make Payments.

You may also elect an Annuity Option on surrender of the Contract
for its Cash Surrender Value or you may choose one or more Annuity
Options for the payment of death benefit proceeds while it is in
effect and before the Annuity Commencement Date. If, at the time of
the Owner's death or the Annuitant's death (if the Owner is not an
individual), no option has been chosen for paying death benefit
proceeds, the Beneficiary may choose an option within 60 days. In
all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable Federal tax law.

The minimum monthly annuity income payment that we will make is $20.
We may require that a single sum payment be made if the Accumulation
Value is less than $2,000 or if the calculated monthly annuity
income payment is less than $20.

For each option we will issue a separate written agreement putting
the option into effect. Before we pay any annuity benefits, we
require the return of the Contract. If your Contract has been lost,
we will require that you complete and return the applicable Contract
form. Various factors will affect the level of annuity benefits
including the Annuity Option chosen, the applicable payment rate
used and the investment results of the Divisions and interest
credited to the Fixed Allocations in which the Accumulation Value
has been invested.

Some annuity options may provide only for fixed payments. Fixed
Annuity Payments are regular payments, the amount of which is fixed
and guaranteed by us. The amount of the payments will depend only on
the form and duration of payments chosen, the age of the Annuitant
or Beneficiary (and sex, where appropriate), the total Accumulation
Value applied to purchase the fixed option, and the applicable
payment rate.

Our approval is needed for any option where:

(1)The person named to receive payment is other than the Owner or
Beneficiary;

34
<PAGE>
<PAGE>

(2)The person named is not a natural person, such as a corporation;
or

(3)Any income payment would be less than the minimum annuity income
payment allowed.

ANNUITY COMMENCEMENT DATE SELECTION
You select the Annuity Commencement Date. You may select any date
following the fifth Contract Anniversary but before the Contract
Processing Date in the month following the Annuitant's 90th
birthday, or 10 years from the contract date, if later. The elected
Annuity Option must include a period certain
of at least five years duration. If you do not select a date, the
Annuity Commencement Date will be in the month following the
Annuitant's 90th birthday, or 10 years from the contract date, if later.
If the Annuity Commencement Date occurs when the Annuitant is at an
advanced age, such as over age 85, it is possible that the Contract
will not be considered an annuity for Federal tax purposes. See
Federal Tax Considerations. For a Contract purchased in connection
with a qualified plan, distribution must commence not later than
April 1st of the calendar year following the calendar year in which
you attain age 70 1/2. Consult your tax advisor.

FREQUENCY SELECTION
You choose the frequency of the Annuity Payments. They may be
monthly, quarterly, semi-annually or annually. If we do not receive
written notice from you, the payments will be made monthly. There
may be certain restrictions on minimum payments that we will allow.

THE ANNUITIZATION OPTIONS
There are four options to choose from as shown below. Options 1
through 3 are fixed and option 4 may be fixed or variable. For a
fixed option, the Accumulation Value in the Divisions is transferred
to the general account.

OPTION 1. INCOME FOR A FIXED PERIOD. Payment is made in equal
installments for a fixed number of years based on the Accumulation
Value as of the Annuity Commencement Date. We guarantee that each
monthly payment will be at least the amount set forth in the
Contract. Guaranteed amounts for annual, semi-annual and quarterly
payments are available upon request. Illustrations are available
upon request. If the Cash Surrender Value or Accumulation Value is
applied under this option, a 10% penalty tax may apply to the
taxable portion of each income payment until the Owner reaches age
59 1/2.

OPTION 2. INCOME FOR LIFE. Payment is made in equal monthly
installments and guaranteed for at least a period certain. The
period certain can be 10 or 20 years. Other periods certain may be
available on request. A refund certain may be chosen instead. Under
this arrangement, income is guaranteed until payments equal the
amount applied. If the person named lives beyond the guaranteed
period, payments continue until his or her death. We guarantee that
each payment will be at least the amount set forth in the Contract
corresponding to the person's age on his or her last birthday before
the option's effective date. Amounts for ages not shown in the
Contract are available upon request.

OPTION 3. JOINT LIFE INCOME. This option is available if there are
two persons named to receive payments. At least one of the persons
named must be either the Owner or Beneficiary of the Contract.
Monthly payments are guaranteed and are made as long as at least one
of the named persons is living. There is no minimum number of
payments. Monthly payment amounts are available upon request.

OPTION 4. ANNUITY PLAN. An amount can be used to buy any single
premium annuity we choose to offer as an annuitization option on the
option's effective date.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any
amounts still due as provided by the option agreement. The amounts
still due are determined as follows:

(1)For option 1, or any remaining guaranteed payments under option
2, payments will be continued. Under options 1 and 2, the
discounted values of the remaining guaranteed payments may be
paid

35
<PAGE>
<PAGE>

in a single sum. This means we deduct the amount of the
interest each remaining guaranteed payment would have earned had
it not been paid out early. The discount interest rate is never
less than 3% for option 1 and for option 2 per year. We will,
however, base the discount interest rate on the interest rate
used to calculate the payments for options 1 and 2 if such
payments were not based on the tables in the Contract.

(2)For option 3, no amounts are payable after both named persons
have died.

(3)For option 4, the annuity agreement will state the amount due,
if any.

OTHER CONTRACT PROVISIONS

IN CASE OF ERRORS IN APPLICATION INFORMATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract
shall be those that the premium payment would have bought at the
correct age or sex.

SENDING NOTICE TO US. Any written notices, inquiries or requests
should be sent to our Customer Service Center. Please include your
name, your Contract number and, if you are not the Annuitant, the
name of the Annuitant.

ASSIGNING THE CONTRACT AS COLLATERAL. You may assign a non-
qualified Contract as collateral security for a loan or other
obligation. This does not change the Ownership. However, your rights
and any Beneficiary's rights are subject to the terms of the
assignment. See Transfer of Annuity Contracts, and Assignments. An
assignment may have Federal tax consequences. See Federal Tax
Considerations.

You must give us satisfactory written notice at our Customer Service
Center in order to make or release an assignment. We are not
responsible for the validity of any assignment.

NON-PARTICIPATING. The Contract does not participate in the
divisible surplus of Golden American.

AUTHORITY TO MAKE AGREEMENTS. All agreements made by us must be
signed by our president or a vice president and by our secretary or
an assistant secretary. No other person, including an insurance
agent or broker, can change any of the Contract's terms, make any
can change any of the Contract's terms, make any agreements binding
on us or extend the time for premium payments.

CONTRACT CHANGES - APPLICABLE TAX LAW
We reserve the right to make changes in the Contract to the extent
we deem it necessary to continue to qualify the Contract as an
annuity. Any such changes will apply uniformly to all Contracts that
are affected. You will be given advance written notice of such
changes.

YOUR RIGHT TO CANCEL OR EXCHANGE YOUR CONTRACT

CANCELLING YOUR CONTRACT. You may cancel your Contract within your
Free Look Period, which is ten days after you receive your Contract.
For purposes of administering our allocation and administrative
rules, we deem this period to expire 15 days after the Contract is
mailed to you. Some states may require a longer Free Look Period. If
you decide to cancel, you may mail or deliver the Contract to our
Customer Service Center. We will refund the Accumulation Value
adjusted for any Market Value Adjustment plus any charges we
deducted, and the Contract will be voided as of the date we receive
the Contract and your request. Some states require that we return
the premium paid. In these states, we require your premiums
designated for investment in the Divisions of Account B be allocated
to the Specially Designated Division during the Free Look Period.
Premiums designated for the Fixed Account will be allocated to a
Fixed Allocation with the Guarantee Period you have chosen; however,
we reserve the right to require such premiums to allocate to the
Specially Designated Division during the Free Look Period. If you do
not choose to exercise your right to cancel during the Free Look
Period, then at the end of the Free Look Period your money will be
invested in the Divisions chosen by you, based on the index of
investment experience next computed for each Division. See Facts
About the Contract, Measurement of Investment Experience, Index of
Experience and Unit Value.

36
<PAGE>
<PAGE>

EXCHANGING YOUR CONTRACT. For information regarding exchanges under
Section 1035 of the Internal Revenue Code of 1986, as amended, see
Federal Tax Considerations.

OTHER CONTRACT CHANGES
You may change the Contract to another annuity plan subject to our
rules at the time of the change.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
administration and mortality and expense risk charges. We may also
change the minimum initial and additional premium requirements, or
offer a reduced death benefit. Group arrangements include those in
which a trustee or an employer, for example, purchases Contracts
covering a group of individuals on a group basis. Sponsored
arrangements include those in which an employer allows us to sell
Contracts to its employees on an individual basis.

Our costs for sales, administration, and mortality generally vary
with the size and stability of the group among other factors. We
take all these factors into account when reducing charges. To
qualify for reduced charges, a group or sponsored arrangement must
meet certain requirements, including our requirements for size and
number of years in existence. Group or sponsored arrangements that
have been set up solely to buy Contracts or that have been in
existence less than six months will not qualify for reduced charges.

We will make these and any similar reductions according to our rules
in effect when an application or enrollment form for a Contract is
approved. We may change these rules from time to time. Any variation
in the administrative charge will reflect differences in costs or
services and will not be unfairly discriminatory.

SELLING THE CONTRACT
DSI is principal underwriter and distributor of the Contract as well
as for other Contracts issued through Account B and other separate
accounts of Golden American. We pay DSI for acting as principal
underwriter under a distribution agreement. The offering of the
Contract will be continuous.

DSI has entered into and will continue to enter into sales
agreements with broker-dealers to solicit for the sale of the
Contract through registered representatives who are licensed to sell
securities and variable insurance products including variable
annuities. These agreements provide that applications for Contracts
may be solicited by registered representatives of the broker-dealers
appointed by Golden American to sell its variable life insurance and
variable annuities. These broker-dealers are registered with the SEC
and are members of the National Association of Securities Dealers,
Inc. ("NASD"). The registered representatives are authorized under
applicable state regulations to sell variable life insurance and
variable annuities. The writing agent will receive commissions the
equivalent of a combination of a percentage of premium payments and
a percentage of the Accumulation Value up to 1.25% in the first year
and a percentage of the Accumulation Value up to 1.00% in subsequent
years.

37
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<PAGE>

____________________________________________________________________

REGULATORY INFORMATION

VOTING RIGHTS
ACCOUNT B. We will vote the shares of a Trust owned by Account B
according to your instructions. However, if the Investment Company
Act of 1940 or any related regulations should change, or if
interpretations of it or related regulations should change, and we
decide that we are permitted to vote the shares of a Trust in our
own right, we may decide to do so.

We determine the number of shares that you have in a Division by
dividing the Contract's Accumulation Value in that Division by the
net asset value of one share of the portfolio in which a Division
invests. Fractional votes will be counted. We will determine the
number of shares you can instruct us to vote 180 days or less before
a Trust's meeting. We will ask you for voting instructions by mail
at least 10 days before the meeting.

If we do not get your instructions in time, we will vote the shares
in the same proportion as the instructions received from all
Contracts in that Division. We will also vote shares we hold in
Account B which are not attributable to Owners in the same
proportion.

STATE REGULATION
We are regulated and supervised by the Insurance Department of the
State of Delaware, which periodically examines our financial
condition and operations. We are also subject to the insurance laws
and regulations of all jurisdictions where we do business. The
variable Contract offered by this prospectus has been approved by
the Insurance Department of the State of Delaware and by the
Insurance Departments of other jurisdictions. We are required to
submit annual statements of our operations, including financial
statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
Golden American, as an insurance company, is ordinarily involved in
litigation. We do not believe that any current litigation is
material and we do not expect to incur significant losses from such
actions.

LEGAL MATTERS
The legal validity of the Contract described in this prospectus has
been passed on by Myles R. Tashman, Esquire, Executive Vice
President, General Counsel and Secretary of Golden American.
Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided
advice on certain matters relating to Federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company, Separate Account B and The Managed Global Account of
Separate Account D appearing or incorporated by reference in the
Statement of Additional Information and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing or incorporated by
reference in the Statement of Additional Information and in the
Registration Statement and are included or incorporated by reference
in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

____________________________________________________________________

MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial statements
and notes thereto included in this Prospectus.

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<PAGE>

On August 13, 1996, Equitable of Iowa acquired all the outstanding
capital stock of BT Variable, Inc., the parent of Golden American.
For GAAP financial statement purposes, the change in control of
Golden American through the acquisition was accounted for as a
purchase acquisition. As a result, the GAAP financial data presented
below for periods subsequent to August 13, 1996, are presented on
the Post-Acquisition new basis of accounting while the financial
statement data prior to August 14, 1996 is presented on a Pre-
Acquisition historical basis of accounting.

<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
----------------------------------------------------------------------------------------
POST-ACQUISITION | PRE-ACQUISITION
------------------------------- | --------------------------------------------------------
FOR THE 9 FOR THE PERIOD | FOR THE PERIOD
MONTHS ENDED AUGUST 14, 1996 | JANUARY 1, 1996
SEPTEMBER 30, THROUGH | THROUGH FOR THE FISCAL YEARS ENDED DECEMBER 31
1997 DECEMBER 31, | AUGUST 13, ----------------------------------------
(UNAUDITED) 1996 | 1996 1995 1994 1993 1992(a)
--------------- --------------- | --------------- ---------- ---------- -------- --------
<S> <C> <C> | <C> <C> <C> <C> <C>
Annuity and Interest |
Sensitive Life Product |
Charges................ $ 15,937 $ 8,768 | $12,259 $ 18,388 $ 17,519 $ 10,192 $ 694
Net Income before |
Federal Income Tax..... $ 343 $ 570 | $ 1,736 $ 3,364 $ 2,222 $ (1,793) $ (508)
Net Income (Loss)....... $ 342 $ 350 | $ 3,199 $ 3,364 $ 2,222 $ (1,793) $ (508)
Total Assets............ $2,194,532 $1,677,899 | N/A $1,203,057 $1,044,760 $886,155 $320,539
Total Liabilities....... $2,050,911 $1,537,415 | N/A $1,104,932 $ 955,254 $857,558 $306,197
Total Stockholder's |
Equity................. $ 143,621 $ 140,484 | N/A $ 98,125 $ 89,506 $ 28,597 $ 14,342
</TABLE>

________________

(a)Results for 1992 are for the period September 30, 1992 (date of
acquisition) to December 31, 1992.

The following selected financial data was prepared on the basis of
statutory accounting practices ("SAP"), which have been prescribed
by the Department of Insurance of the State of Delaware and the
National Association of Insurance Commissioners. These practices
differ in certain respects from GAAP. The selected financial data
should be read in conjunction with the financial statements and
notes thereto included in this Prospectus, which describe the
differences between SAP and GAAP. See the Company's Annual Report
for more detail.

<TABLE>
<CAPTION>
SELECTED STATUTORY FINANCIAL DATA
(IN THOUSANDS)
----------------
FOR THE 9 MONTHS ------------------------------------------------------
ENDED SEPTEMBER 30, FOR THE FISCAL YEARS ENDED DECEMBER 31
1997 ------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
---------------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Premiums & Annuity
Considerations......... $ 387,606 $ 442,852 $ 124,687 $294,550 $505,465 $191,039
Net Income (Loss) before
Federal Income Tax..... $ 314 $ (9,137) $ (4,117) $(11,260) $ (9,417) $ (4,225)
Net Income (Loss)....... $ 510 $ (9,188) $ (4,117) $(11,260) $ (9,401) $ (3,986)
Total Assets............ $2,036,172 $1,544,931 $1,124,840 $988,180 $834,123 $302,200
Total Liabilities....... $1,956,544 $1,464,502 $1,058,483 $921,888 $815,301 $289,995
Total Capital &
Surplus................ $ 79,628 $ 80,430 $ 66,357 $ 66,292 $ 18,822 $ 12,205
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's
condensed consolidated results of operations. In addition, some
analysis and information regarding financial condition and liquidity
and capital resources has also been provided. This analysis should
be read in conjunction with the condensed consolidated financial
statements and related notes which appear elsewhere in this report.
The Company reports financial results on a consolidated basis. The
consolidated condensed financial statements include the accounts of
Golden American Life Insurance Company ("Golden American") and its
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and collectively with Golden American the
"Company").

39
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<PAGE>

RESULTS OF OPERATIONS
CHANGE IN CONTROL. On August 13, 1996, Equitable of Iowa Companies
("Equitable") acquired all of the outstanding capital stock of BT
Variable, Inc. ("BT Variable") and its wholly owned subsidiaries
Golden American and Directed Services Inc. ("DSI") for $144 million.
The purchase price consisted of $93 million in cash paid to
Whitewood (parent of BT Variable) and $51 million in cash paid to
Bankers Trust (parent of Whitewood) to retire certain debt owed by
BT Variable to Bankers Trust. Subsequent to the acquisition, the BT
Variable, Inc. name was changed to EIC Variable, Inc. On April 30,
1997, EIC Variable, Inc. was liquidated and its investments in Golden
American and DSI were transferred to Equitable while the remainder
of its net assets were contributed to Golden American.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for as
a purchase acquisition effective August 14, 1996. This acquisition
resulted in a new basis of accounting reflecting estimated fair
values of assets and liabilities at that date. As a result, the
Company's financial statements for periods subsequent to August 13,
1996, are presented on the Post-Acquisition new basis of accounting,
while the financial statements prior to August 13, 1996 are
presented on the Pre-Acquisition historical cost basis of
accounting.

The purchase price was allocated to the three companies purchased -
BT Variable, DSI, and Golden American. Goodwill of $41.1 million
was established for the excess of the acquisition cost over the fair
value of the assets and liabilities and pushed down to Golden
American. The acquisition cost was preliminary with respect to the
final settlement of taxes with Bankers Trust and estimated expenses.
At June 30, 1997, goodwill was increased by $1.8 million to adjust
the value of a receivable existing at the acquisition date. The
allocation of the purchase price to Golden American was
approximately $139.9 million. Goodwill resulting from the
acquisition is being amortized over 25 years on a straight line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

BUSINESS ENVIRONMENT. The current business and regulatory
environment remains challenging for the insurance industry.
Increasing competition from traditional insurance carriers as well
as banks and mutual fund companies offer consumers many choices.
However, overall demand for variable products remains strong for
several reasons including: strong stock market performance over the
last 3 years; relatively low interest rates; an aging U.S.
population that is increasingly concerned about retirement and
estate planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In 1995, Golden American experienced a significant decline in sales,
due to a number of factors. First, some portfolio managers performed
poorly in 1993 and 1994. Second, as more products came to market the
cost structure of the DVA product became less competitive. Third,
because no fixed interest rate options were available in 1994 during
a time of rising interest rates and flat or declining equity
markets, market share was lost. Consequently, the Company took steps
to respond to these business challenges. Several portfolio managers
were replaced and new funds were added to give contract holders more
options. In October of 1995, the Company introduced the Combination
Deferred Variable and Fixed Annuity (GoldenSelect DVA PLUS) and the
GoldenSelect Genesis I and Genesis Flex life insurance products.
In October of 1997, Golden American introduced three new variable
annuity products which are expected to contribute significantly to
sales.

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<PAGE>

THE FIRST NINE MONTHS OF 1997 COMPARED TO THE SAME PERIOD OF 1996.

PREMIUMS

<TABLE>
<CAPTION>
POST-ACQUISITION COMBINED PRE-ACQUISITION
------------------------------------------------------------
|For the Period| Nine Months | For the Period
Nine Months | August 14, | ended | January 1,
ended | 1996 through |September 30,| 1996 through
September 30, |September 30, | 1996 | August 13,
1997 | 1996 | Combined | 1996
- ----------------------------------|--------------|-------------|----------------
| (Dollars in thousands) |
<S> <C> | <C> | <C> | <C>
Variable annuity | | |
premiums: | | |
Separate account $149,726 | $13,911 | $140,930 | $127,019
Fixed account 228,524 | 16,075 | 147,428 | 131,353
--------------|--------------|-------------|----------------
Total variable annuity | | |
premiums 378,250 | 29,986 | 288,358 | 258,372
Variable life | | |
premiums 13,639 | 1,451 | 11,957 | 10,506
--------------|--------------|-------------|----------------
Total premiums $391,889 | $31,437 | $300,315 | $268,878
============================================================
</TABLE>

Variable annuity separate account and variable life premiums
increased 6.2% and 14.1%, respectively, during the first nine months
of 1997. The fixed account portion of the Company's variable
annuity premiums increased 55.0% during the first nine months of
1997 due to the Company's marketing emphasis on fixed rates during
the second and third quarters of 1997. Premiums, net of
reinsurance, for variable products from six significant sellers
totaled $299.2 million or 76% of total premiums for the first nine
months of 1997.

REVENUES

<TABLE>
<CAPTION>
POST-ACQUISITION COMBINED PRE-ACQUISITION
--------------------------------------------------------------
|For the Period | Nine Months | For the Period
Nine Months | August 14, | ended | January 1,
ended | 1996 through |September 30, | 1996 through
September 30, | September 30, | 1996 | August 13,
1997 | 1996 | Combined | 1996
- -------------------------------|---------------|--------------|----------------
| (Dollars in thousands) |
<S> <C> | <C> | <C> | <C>
Annuity and | | |
interest sensi- | | |
tive life | | |
product charges $15,937 | $2,397 | $14,656 | $12,259
Management fee | | |
revenue 2,014 | 280 | 1,670 | 1,390
Net investment | | |
income 18,955 | 1,656 | 6,646 | 4,990
Realized gains | | |
(losses) on | | |
investments 58 | -- | (420)| (420)
Other income 427 | 143 | 213 | 70
--------------|---------------|--------------|----------------
$37,391 | $4,476 | $22,765 | $18,289
==============================================================
</TABLE>

Total revenues increased 64.3% in the first nine months of 1997.
Annuity and interest sensitive life product charges increased 8.7%
in the first nine months of 1997 due to additional fees earned from
the increasing block of business under management in the Separate
Accounts and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $2.0 million for the first nine
months of 1997 ($0.3 million and $1.4 million for the periods August 14,
1996 through September 30, 1996 and January 1, 1996 through August
13, 1996, respectively).

Net investment income increased 185.2% in the first nine months of
1997 due to the increase in invested assets. The company had
$58,000 of realized gains on the sale of investments in the first
nine months of 1997, compared a loss of $0.4 million in the same period
of 1996.

Other income increased 100.8% in the first nine months of 1997
primarily as a result of increased income from a modified
coinsurance agreement with an unaffiliated reinsurer.

EXPENSES

Total insurance benefits and expenses increased $14.6 million, or
70.9%, to $35.2 million in the first nine months of 1997. Interest
credited to account balances increased $10.9 million, or 181.7% to
$16.8 million

41
<PAGE>
<PAGE>

in the first nine months of 1997 as a result of higher
account balances associated with the Company's fixed account option
within its variable products. Benefit claims incurred in excess of
account balances decreased $0.8 million, or 86.8%, to $0.1 million in the
first nine months of 1997.

Commissions increased $4.7 million or 24.9%, to $23.3 million, in
the first nine months of 1997. Insurance taxes increased $0.3 million or
22.3%, to $1.7 million, in the first nine months of 1997. Increases
and decreases in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance
taxes are impacted by several other factors as well as the level of
variable product sales. These factors include an increase in FICA
taxes primarily due to bonuses and an increase in state licenses and
fees. Most costs incurred as the result of new sales have been
deferred, thus having very little impact on earnings.

General expenses increased $0.6 million or 5.6%, to $11.6 million, in
the first nine months of 1997. The Company uses a network of
wholesalers to distribute its products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.
Management expects general expenses to continue to increase in 1997
as a result of the emphasis on expanding the salaried wholesaler
distribution network and certain expenses associated with the merger
occurring on October 24, 1997.

The Company's deferred policy acquisition costs ("DPAC"), previous
balance of present value of in force acquired ("PVIF") and unearned
revenue reserve were eliminated as of the purchase date, and an
asset of $85.8 million representing the PVIF was established for all
policies in force at the acquisition date. The amortization of PVIF
and DPAC increased $1.4 million, or 31.7%, in the first nine months
of 1997. During the second quarter of 1997, PVIF was unlocked by
$2.3 million to reflect narrower current spreads than the gross
profit model assumed. Based on current conditions and assumptions
as to the impact of future events on acquired policies in force,
amortization of PVIF is expected to be approximately $2.3 million
for the remainder of 1997, $10.1 million in 1998, $9.6 million in
1999, $8.3 million in 2000, $7.2 million in 2001 and $6.1 million in
2002. Actual amortization may vary based upon changes in assumptions
and experience. The elimination of the unearned revenue reserve,
related to in force acquired at the acquisition date, will result in
lower annuity and interest sensitive life product charges compared
to pre-acquisition levels on the in force acquired.

Amortization of goodwill during the first nine months of 1997
totaled $1.3 million. Goodwill resulting from the acquisition is
being amortized on a straight-line basis over 25 years and is
expected to approximate $1.6 million annually. The amount of goodwill
and corresponding amortization will change as a result of the
merger which occurred on October 24, 1997.

Interest expense on the surplus note issued in December 1996, was
$1.5 million, in the first nine months of 1997. The Company also
paid $0.3 million in the first nine months of 1997 to Equitable for
interest on the line of credit.

INCOME

Net income for the first nine months of 1997 was $0.3 million, a
decrease of $3.1 million, or 90.2%, from the same period of 1996.

42
<PAGE>
<PAGE>

1996 COMPARED TO 1995.

The following analysis combines the post-acquisition and pre-
acquisition activity for 1996 in order to compare the results to
1995. Such a comparison does not recognize the impact of the
purchase accounting and goodwill amortization except for the period
after August 13, 1996.

PREMIUMS
<TABLE>
<CAPTION>
POST- |
ACQUISITION | COMBINED | PRE-ACQUISITION
--------------- | ------------ | ----------------------------
FOR THE PERIOD | FOR THE YEAR |
AUGUST 14, 1996 | ENDED | FOR THE PERIOD FOR THE YEAR
THROUGH | DECEMBER 31, | JANUARY 1,1996 ENDED
DECEMBER 31, | 1996 | THROUGH DECEMBER 31,
1996 | COMBINED | AUGUST 13, 1996 1995
--------------- | ------------ | --------------- ------------
| (DOLLARS IN | THOUSANDS)
<S> <C> | <C> | <C> <C>
Variable annuity | |
premiums............... $169,258 | $427,630 | $258,372 $110,587
Variable life premiums.. 3,619 | 14,125 | 10,506 5,114
-------- | -------- | -------- --------
Total premiums......... $172,877 | $441,755 | $268,878 $115,701
======== | ======== | ======== ========
</TABLE>

Variable annuity premiums increased 286.4%, or $317.0 million, in
1996, and variable life premiums increased 176.2%, or $9.0 million,
in 1996. Strong stock market returns, a relatively low interest rate
environment and flat yield curve have made returns provided by
variable annuities and mutual funds more attractive than fixed rate
products such as certificates of deposits and fixed annuities.
During 1995, the fund offerings underlying Golden American's
variable products were improved and a fixed account option was
added. These changes and the current environment have contributed to
the significant growth in the Company's variable annuity premiums
from 1995. Premiums, net of reinsurance, for variable products from
two significant sellers for the year ended December 31, 1996,
totaled $298.0 million, or 67% of premiums.

REVENUES
<TABLE>
<CAPTION>
POST- |
ACQUISITION | COMBINED | PRE-ACQUISITION
--------------- | ------------ | ----------------------------
FOR THE PERIOD | FOR THE YEAR |
AUGUST 14, 1996 | ENDED | FOR THE PERIOD FOR THE YEAR
THROUGH | DECEMBER 31, | JANUARY 1, 1996 ENDED
DECEMBER 31, | 1996 | THROUGH DECEMBER 31,
1996 | COMBINED | AUGUST 13, 1996 1995
--------------- | ------------ | --------------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Annuity and interest | |
sensitive life product | |
charges................ $ 8,768 | $21,027 | $12,259 $18,388
Management fee revenue.. 877 | 2,267 | 1,390 987
Net investment income... 5,795 | 10,785 | 4,990 2,818
Realized gains (losses) | |
on investments......... 42 | (378) | (420) 297
Other income............ 486 | 556 | 70 63
------- | ------- | ------- -------
$15,968 | $34,257 | $18,289 $22,553
======= | ======= | ======= =======
</TABLE>

Total revenues increased 51.9%, or $11.7 million, to $34.3 million
in 1996. Annuity and interest sensitive life product charges
increased 14.4%, or $2.6 million in 1996. The increase is due to
additional fees earned from the increasing block of business under
management in the Separate Accounts and an increase in the
collection of surrender charges partially offset by a decrease in
the revenue recognition of net distribution fees.

Golden American provides certain managerial and supervisory services
to DSI. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $2.3 million for 1996 and $1.0
million for 1995.

Net investment income increased 282.7%, or $8.0 million, to $10.8
million in 1996 from $2.8 million in 1995. This increase resulted
from growth in invested assets. During 1996, the Company had
realized losses on the disposal of investments, which were the
result of voluntary sales, of $0.4 million compared to realized
gains of $0.3 million in 1995.

43
<PAGE>
<PAGE>

EXPENSES
<TABLE>
<CAPTION>
POST- |
ACQUISITION | COMBINED | PRE-ACQUISITION
--------------- | ------------ | -----------------------------
FOR THE PERIOD | FOR THE YEAR | FOR THE PERIOD
AUGUST 14, 1996 | ENDED | JANUARY 1, 1996 FOR THE YEAR
THROUGH | DECEMBER 31, | THROUGH ENDED
DECEMBER 31, | 1996 | AUGUST 13, DECEMBER 31,
1996 | COMBINED | 1996 1995
--------------- | ------------ | --------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Insurance benefits and expenses: | |
Annuity and interest sensitive | |
life benefits: | |
Interest credited to account balances.... $ 5,741 | $ 10,096 | $ 4,355 $ 1,322
Benefit claims incurred in excess of | |
account balances....................... 1,262 | 2,177 | 915 1,824
Underwriting, acquisition, and insurance | |
expenses: | |
Commissions.............................. 9,866 | 26,415 | 16,549 7,983
General expenses......................... 5,906 | 15,328 | 9,422 12,650
Insurance taxes.......................... 672 | 1,897 | 1,225 952
Policy acquisition costs deferred........ (11,712) | (31,012) | (19,300) (9,804)
Amortization: | |
Deferred policy acquisition costs....... 244 | 2,680 | 2,436 2,710
Present value of in force acquired...... 2,745 | 3,696 | 951 1,552
Goodwill................................ 589 | 589 | -- --
-------- | -------- | -------- -------
$ 15,313 | $ 31,866 | $ 16,553 $19,189
======== | ======== | ======== =======
</TABLE>

Total insurance benefits and expenses increased 66.1%, or $12.7
million, in 1996 from $19.2 million in 1995. Interest credited to
account balances increased 663.6%, or $8.8 million, in 1996 as a
result of higher account balances associated with the Company's
fixed account option within its variable products. Benefit claims
incurred in excess of account balances increased 19.4%, or $0.4
million, in 1996 from $1.8 million in 1995.

Commissions increased 230.9%, or $18.4 million, in 1996 from $8.0
million in 1995. Insurance taxes increased 99.3%, or $0.9 million,
in 1996 from $1.0 million in 1995. Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales. Most costs incurred as the
result of new sales have been deferred, thus having very little
impact on earnings.

General expenses increased 21.2%, or $2.7 million, in 1996 from
$12.7 million in 1995. The Company uses a network of wholesalers to
distribute its products and the salaries of these wholesalers are
included in general expenses. The portion of these salaries and
related expenses which vary with sales production levels are
deferred, thus having little impact on earnings. Management expects
general expenses to continue to increase in 1997 as a result of the
emphasis on expanding the salaried wholesaler distribution network.

The Company's deferred policy acquisition costs ("DPAC"), previous
balance of present value of in force acquired ("PVIF") and unearned
revenue reserve, as of the purchase date, were eliminated and an
asset of $85.8 million representing the PVIF was established for all
policies in force at the acquisition date. The amortization of PVIF
and DPAC increased $2.1 million, or 49.6%, in 1996. Based on

44
<PAGE>
<PAGE>

current
conditions and assumptions as to the impact of future events on
acquired policies in force, amortization of PVIF is expected to be
approximately $9.7 million in 1997, $10.1 million in 1998, $9.2
million in 1999, $7.9 million in 2000 and $6.8 million in 2001. The
elimination of the unearned revenue reserve, related to in force
acquired at the acquisition date, will result in lower annuity and
interest sensitive life product charges compared to 1995 levels.

Amortization of goodwill during the period from the acquisition date
to December 31, 1996 totaled $0.6 million. Goodwill resulting from
the acquisition is being amortized on a straight-line basis over 25
years and is expected to total $1.6 million annually.

INCOME. Net income on a combined basis for 1996 was $3.5 million,
an increase of $0.2 million, or 5.5%, from 1995.

1995 COMPARED TO 1994.

Net income for 1995 was $3.4 million, an increase of $1.1 million or
51% from 1994.

Variable life and annuity product fees and policy charges were $18.4
million in 1995, an increase of $0.9 million or 5% from 1994. This
increase was due to an additional $0.9 million in fees earned from
the increasing block of business under management in the separate
accounts, an increase of $1.5 million in the collection of surrender
charges, and a decrease of $1.5 million in the revenue recognition
of net distribution fees.

Net investment income was $2.8 million for 1995, an increase of $2.3
million or 403% over the comparable 1994 period. Approximately $1.5
million of the increase was due to the additional investment income
earned on invested assets held to back the fixed interest divisions
that were introduced in 1995. The balance of the increase in
investment income was attributable to an increase in the investment
income on surplus.

In 1995, the service agreement between DSI and Golden American was
amended to provide for a management fee from DSI to Golden American
for certain managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $1.0 million for 1995.

Policy benefits were $3.2 million for 1995, an increase of $3.1
million from 1994. In 1995, benefit expenses increased $1.3 million
as a result of interest credited to policyholders related to the
fixed interest divisions introduced in 1995. Additionally, death
benefit costs net of reinsurance increased by $0.3 million in 1995 as
compared to 1994. Additionally, 1994 policy benefits reflected a
$1.5 million decrease in mortality reserves.

Commissions and overrides were $7.7 million in 1995, a decrease of
$9.1 million or 54% from 1994. The decrease in commissions resulted
from the decrease in new business premium receipts which went from
$310.7 million in 1994 to $130.5 million in 1995, a decrease of 55%.

Employee related expenses and general administrative and operating
expenses were a combined $13.7 million for 1995, an increase of $0.3
million or 2.5% from 1994.

Interest expense was $0 for 1995 as compared to $2.0 million in
1994. The elimination of interest expense in 1995 resulted from the
retirement of the Company's debt in December 1994 with the proceeds
from the issuance of preferred stock. In 1995, the Company paid
dividends on preferred stock of $3.4 million. There were no
preferred stock dividends in 1994.

Amortization of intangible assets, deferred policy acquisition costs
and unamortized cost assigned to insurance contracts in force, was
$4.3 million for 1995, a decrease of $2.5 million or 37% from the
prior year. The intangible assets are being amortized over the lives
of the policies in relation to the present value of estimated future
gross profits. The relatively strong performance of the funds in
1995 has slowed the amortization in 1995 as compared to 1994.
Additionally, amortization was increased in 1994 due to the decrease
in mortality reserves during 1994.

45
<PAGE>
<PAGE>

FINANCIAL CONDITION

INVESTMENTS

The financial statement carrying value of the Company's total
investment portfolio grew 46.0% in the first nine months of 1997 and
381.9% in 1996. The amortized cost basis of the Company's total
investment portfolio grew 44.8% and 388.3% during the same respective
periods. All of the Company's investments, other than mortgage loans,
are carried at fair value in the Company's financial statements. As
such, growth in the carrying value of the Company's investment
portfolio included changes in unrealized appreciation and depreciation
of fixed maturity and equity securities as well as growth in the cost
basis of these securities. Growth in the cost basis of the Company's
investment portfolio resulted from the investment of premiums from the
sale of the Company's fixed account option. The Company manages the
growth of its insurance operations in order to maintain adequate
capital ratios.

To support the fixed account option of the Company's variable
insurance products, cash flow was invested primarily in fixed
maturity securities and mortgage loans. At September 30, 1997, the
Company's investment portfolio at amortized cost was $455.8 million
with a yield of 7.1% and carrying value of $460.1 million. At
December 31, 1996, the Company's investment portfolio at amortized
cost was $314.7 million with a yield of 6.9% and carrying value of
$315.1 million.

FIXED MATURITY SECURITIES: At September 30, 1997, the company had
fixed maturities with an amortized cost of $384.8 million and an
estimated fair value of $389.2 million and at December 31, 1996,
an amortized cost of $275.2 million and a market value of $275.6
million. At September 30, 1997, the ratings assigned by
Standard & Poor's Corporation ("Standard & Poor's") to the
individual securities in the Company's fixed maturities portfolio
(at amortized cost) include investment grade securities comprising
U.S. governments, agencies and AAA to BBB- corporates ($340.9
million or 88.6%), and below investment grade securities BB+ to BB-
($41.1 million or 10.7%). Securities not rated by Standard & Poor's
had an NAIC rating of 1 or 3 ($2.8 million or 0.7%).

The Company classifies 100% of its securities as available for sale.
On September 30, 1997, fixed income securities with an amortized cost
of $384.8 million and an estimated fair value of $389.2 million were
designated as available for sale, and on December 31, 1996, fixed
income securities with an amortized cost of $275.2 million and an
estimated fair value of $275.6 million were designated as available
for sale. At September 30, 1997, net unrealized appreciation of fixed
maturity securities of $4.4 million was comprised of gross
appreciation of $4.6 million and gross depreciation of $0.2 million.
At December 31, 1997, net unrealized appreciation of fixed maturity
securities of $0.4 million was comprised of gross appreciation of
$1.2 million and gross depreciation of $0.8 million. Unrealized
holding gains on these securities, net of adjustments to deferred
policy acquisition costs, present value of in force acquired and
deferred income taxes, increased stockholder's equity by $2.0 million
and $0.3 million at September 30, 1997 and December 30, 1997,
respectively.

The Company began investing in below investment grade securities
during 1996. At September 30, 1997, the amortized cost value of the
Company's total investment in below investment grade securities was
$39.0 million, or 8.5%, of the Company's investment portfolio. The
Company intends to purchase additional below investment grade
securities, but it does not expect the percentage of its portfolio
invested in below investment grade securities to exceed 10% of its
investment portfolio. At September 30, 1997, the yield at amortized
cost on the Company's below investment grade portfolio was 8.7%
compared to 6.8% for the Company's investment grade corporate bond
portfolio. The Company estimates the fair value of its below
investment grade portfolio was $39.8 million, or 102.2% of amortized
cost value, at September 30, 1997.

Below investment grade securities have different characteristics
than investment grade corporate debt securities. Risk of loss upon
default by the borrower is significantly greater with respect to
below investment grade securities than with other corporate debt
securities. Below investment grade securities are generally
unsecured and are often subordinated to other creditors of the
issuer. Also, issuers of below investment grade securities usually
have higher levels of debt and are more sensitive to adverse
economic conditions, such as recession or increasing interest rates,
than are investment grade issuers. The Company attempts to reduce
the overall risk in its below investment grade portfolio, as in all
of its investments, through careful credit analysis, strict
investment policy guidelines, and diversification by company and by
industry.

46
<PAGE>
<PAGE>

The Company analyzes its investment portfolio, including below
investment grade securities, at least quarterly in order to
determine if its ability to realize its carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e.
if it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the security), the
cost basis of the impaired security is written down to fair value,
which becomes the security's new cost basis. The amount of the write-
down is included in earnings as a realized loss. Future events may
occur, or additional or updated information may be received, which
may necessitate future write-downs of securities in the Company's
portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net
income in future periods.

During the first nine months of 1997, fixed maturity securities
designated as available for sale with a combined amortized cost of
$23.8 million were called or repaid by their issuers. In total, net
pre-tax gains from sales, calls and repayments of fixed maturity
investments amounted to $58,000 in the first nine months of 1997.

At September 30, 1997, no fixed maturity securities were deemed to
have impairments in value that are other than temporary. The
Company's fixed maturity investment portfolio had a combined yield
at amortized cost of 7.1% at September 30, 1997.

EQUITY SECURITIES: At September 30, 1997, the Company owned
equity securities with a combined cost of $4.9 million and an
estimated fair value of $4.8 million. Gross unrealized depreciation
of equity securities totaled $0.1 million. Equity securities are
primarily comprised of the Company's investment in shares of the
mutual funds underlying the Company's registered separate accounts.

MORTGAGE LOANS: Mortgage loans represent 14.1% of the Company's
investment portfolio. Mortgages outstanding were $64.5 million at
September 30, 1997, with an estimated fair value of $66.5 million.
The Company's mortgage loan portfolio includes 39 loans with an
average size of $1.7 million and average seasoning of 1.2 years if
weighted by the number of loans, and .5 years if weighted by
mortgage loan carrying values. The Company's mortgage loans are
typically secured by occupied buildings in major metropolitan
locations and not speculative developments, and are diversified by
type of property and geographic location. At September 30, 1997, the
yield on the Company's mortgage loan portfolio was 7.8%.

At September 30, 1997, no mortgage loans were delinquent by 90 days
or more. The Company does not expect to incur material losses from
its mortgage loan portfolio. The Company's loan investment strategy
is consistent with other life insurance subsidiaries of its ultimate
parent, Equitable. Equitable has experienced a historically low
default rate in its mortgage loan portfolio and has been able to
recover 100.8% of the principal amount of problem mortgages resolved
in the last three years.

At September 30, 1997, the Company had no investments in default.
The Company estimates its total investment portfolio, excluding
policy loans, had a fair value approximately equal to 101.4% of its
amortized cost value for accounting purposes at September 30, 1997.

OTHER ASSETS

Accrued investment income increased $2.8 million during the first
nine months of 1997 due to an increase in the overall size of the
portfolio resulting from the investment of premiums allocated to the
fixed account option of the Company's variable products.

The Company's DPAC and previous balance of PVIF were eliminated as
of the purchase date, and an asset representing the PVIF was
established for all policies in force at the acquisition date. PVIF
is amortized into income in proportion to the expected gross profits
of the in force acquired in a manner similar to DPAC amortization.
Any expenses which vary with the sales of the Company's products are
deferred and amortized. At September 30, 1997, the Company had DPAC
and PVIF balances of $34.6 million and $78.2 million, respectively.

Goodwill totaling $41.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the acquisition date. At June 30, 1997, goodwill was
increased by $1.8 million to adjust the value of a receivable
existing at the acquisition date. Amortization of goodwill through
September 30, 1997, was $1.3 million.

At September 30, 1997, the Company had $1.5 billion of separate
account assets compared to $1.2 billion at December 31, 1996. The
increase in separate account assets is due to growth in sales of the
Company's variable annuity and variable life separate account
products.

47
<PAGE>
<PAGE>

At September 30, 1997, the Company had total assets of $2.2 billion,
a 30.8% increase from December 31, 1996.

LIABILITIES

In conjunction with the volume of variable insurance sales, the
Company's total liabilities increased $513.5 million, or 33.4%,
during the first nine months of 1997 and totaled $2.1 billion at
September 30, 1997. Future policy benefits for annuity and interest
sensitive life products increased $155.2 million, or 54.4%, to
$440.4 million reflecting premium growth in the Company's fixed
account option of its variable products. Premium growth, net of
redemptions and market appreciation also accounted for the $332.6
million, or 27.6%, increase in separate account liabilities to $1.5
billion at September 30, 1997.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable. The note matures on December 17, 2026.
During the nine months ended September 30, 1997, Golden American
made interest payments totaling $1.5 million. On December 17, 1996,
Golden American contributed the $25 million to First Golden,
acquiring 200,000 shares of common stock (100% of shares
outstanding) of First Golden.

Golden American maintained a line of credit agreement with Equitable
to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under the current agreement, which became
effective December 1, 1996 and expired on December 31, 1997, Golden
American could borrow up to $25 million. Interest on any borrowings is
charged at the rate of Equitable's monthly average aggregate cost of
short-term funds plus 1.00%. The Company incurred interest expense
of $0.3 million during the first nine months of 1997 under this
agreement. At September 30, 1997, $17.0 million was outstanding
under this agreement. As of the date of this prospectus, the
Company anticipates funding its short term capital needs for 1998
and beyond through a credit facility with an ING affiliate.

The effects of inflation and changing prices on the Company are not
material since insurance assets and liabilities are both primarily
monetary and remain in balance. An effect of inflation, which has
been low in recent years, is a decline in purchasing power when
monetary assets exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity requirements of the Company are met by cash flow from
variable insurance premiums, investment income and maturities of
fixed maturity investments and mortgage loans. The Company
primarily uses funds for the payment of insurance benefits,
commissions, operating expenses and the purchase of new investments.

The Company's home office operations are currently housed in a
leased location in Wilmington, Delaware and a leased location in New
York, New York. The Company intends to spend $1.2 million on
capital needs during 1997.

The ability of Golden American to pay dividends to its parent is
restricted because prior approval of insurance regulatory
authorities is required for payment of dividends to the stockholder
which exceed an annual limitation. During the remainder of 1997,
Golden American could pay dividends to its parent of approximately
$2.2 million without prior approval of statutory authorities. The
Company has maintained adequate statutory capital and surplus and
has not used surplus relief or financial reinsurance, which have
come under scrutiny by many state insurance departments.

The NAIC's risk-based capital requirements require insurance
companies to calculate and report information under a risk-based
capital formula. These requirements are intended to allow insurance
regulators to identify inadequately capitalized insurance companies
based upon the type and mixture of risks inherent in the company's
operations. The formula includes components for asset risk,
liability risk, interest rate exposure and other factors. Golden
American and First Golden have complied with the NAIC's risk-based
capital reporting requirements. Amounts reported indicate that
Golden American and First Golden have total adjusted capital well
above all required capital levels.

SURPLUS NOTE: On December 17, 1996, Golden American issued a
surplus note in the amount of $25 million to Equitable. The note
matures on December 17, 2026 and accrues interest of 8.25% per annum
until paid. The note and accrued interest thereon shall be
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden

48
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American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance
Commissioner. On December 17, 1996, Golden American contributed the
$25 million to First Golden acquiring 200,000 shares of common stock
(100% of shares outstanding) of First Golden.

LINE OF CREDIT: Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. The maximum
borrowing allowed under this facility is $25 million which expired on
December 31, 1997. At September 30, 1997, $17.0 million was
outstanding under this agreement. As of the date of this
prospectus, the Company anticipates funding its short term
capital needs for 1998 and beyond through a credit facility with
an ING affiliate.

YEAR 2000 PROJECT: The Company has studied its computer software
and hardware to determine its exposure to the change of the century
date issue (year 2000 date problem). Management believes the
systems are compliant and has engaged third-party consultants to
validate this assumption. The only system known to be affected by
this issue is a system maintained by an affiliate who will incur the
related costs.

MERGER: On October 23, 1997, Equitable of Iowa Companies
("Equitable") shareholders approved the Agreement and Plan of Merger
("Merger Agreement") dated as of July 7, 1997, among Equitable, PFHI
Holdings, Inc. ("PFHI"), and ING Groep N.V ("ING"). On October 24,
1997, PFHI, a Delaware corporation, acquired all of the outstanding
capital stock of Equitable pursuant to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. Equitable, an Iowa
corporation, in turn, owns all the outstanding capital stock of
Equitable Life Insurance Company of Iowa and Golden American Life
Insurance Company and their wholly owned subsidiaries. Equitable
also owns all the outstanding capital stock of Locust Street
Securities, Inc., Equitable Investment Services, Inc. ("EISI"), Directed
Services, Inc., Equitable of Iowa Companies Capital Trust, Equitable
of Iowa Companies Capital Trust II and Equitable of Iowa Securities
Network, Inc. In exchange for the outstanding capital stock of
Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock plus the assumption of approximately $400
million in debt according to the Merger Agreement. As a result of
the merger, Equitable of Iowa Companies was merged into PFHI which
was simultaneously renamed Equitable of Iowa Companies, Inc.
Subsequent to the merger, during 1998, the remainder of EISI's
net assets will be liquidated and transferred to various Equitable
of Iowa Companies, Inc. subsidiaries and ING Investment Management,
LLC, another ING affiliate, and its investment management
responsibilities were assumed in part by DSI.

ACCOUNTING TREATMENT: The merger will be accounted for as a
purchase resulting in a new basis of accounting, reflecting
estimated fair values for assets and liabilities for Equitable and
its subsidiaries as of the date of the merger. The excess of the
total acquisition cost over the fair value of the net assets
acquired will be recorded as goodwill.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral
or written statement by the Company or any of its officers,
directors or employees is qualified by the fact that actual results
of the Company may differ materially from such statement due to the
following important factors, among other risks and uncertainties
inherent in the Company's business:

1. Prevailing interest rate levels and stock market performance,
which may affect the ability of the Company to sell its
products, the market value of the Company's investments and the
lapse rate of the Company's policies, notwithstanding product
design features intended to enhance persistency of the Company's
products.

2. Changes in the federal income tax laws and regulations which may
affect the relative tax advantages of the Company's products.

3. Changes in the regulation of financial services, including bank
sales and underwriting of insurance products, which may affect
the competitive environment for the Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors affecting the performance of the Company,
including, but not limited to, market conduct claims and other
litigation, insurance industry insolvencies, investment
performance of the underlying portfolios of the variable
products, variable product design and sales volume by
significant sellers of the Company's variable products.

SEGMENT INFORMATION. During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus, Golden
American's operations consisted of one business segment, the sale of
annuity and life insurance products. Golden American and its
affiliate Directed Services, Inc. are party to in excess of 140
sales agreements with broker-dealers, two of whom, Locust Street
Securities, Inc. and Vestax Securities Coproration, are affiliates
of Golden American. Six broker-dealers, including Locust Street
Securities, Inc., sell a substantial portion of its business.

REINSURANCE. Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one or
more appropriately licensed insurance companies. Golden American
also, effective June 1, 1994, entered into a reinsurance agreement
on a modified coinsurance basis with an affiliate of a broker-dealer
which distributes Golden American's products with respect to 25% of
the business produced by that broker-dealer.

49
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RESERVES. In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated to
carry on its books, as liabilities, actuarially determined reserves
to meet its obligations on outstanding Contracts. Reserves, based on
valuation mortality tables in general use in the United States,
where applicable, are computed to equal amounts which, together with
interest on such reserves computed annually at certain assumed
rates, make adequate provision according to presently accepted
actuarial standards of practice, for the anticipated cash flows
required by the contractual obligations and related expenses of
Golden American.

COMPETITION. Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in the
life insurance business in the United States, a substantial number
of which are significantly larger than Golden American.

CERTAIN AGREEMENTS. Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation ("BT New York Corporation"), and Golden
American became parties to a service agreement pursuant to which
Bankers Trust (Delaware) agreed to provide certain accounting,
actuarial, tax, underwriting, sales, management and other services
to Golden American. Expenses incurred by Bankers Trust (Delaware) in
relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden
American by Bankers Trust (Delaware) pursuant to the service
agreement for 1996 through its termination as of August 13, 1996,
1995 and 1994 were $0.5 million, $0.8 million and $0.3 million
respectively.

Prior to 1994, Golden American had arranged with EIC Variable to
perform services related to the development and administration of
its products. For the year 1993, fees earned by EIC Variable from
Golden American for these services aggregated $2.7 million. The
agreement was terminated as of January 1, 1994.

In addition, one or more affiliates of Equitable of Iowa provided to
Golden American certain personnel to perform management,
administrative and clerical services and the use of certain of its
facilities. Golden American was charged for such expenses and all
other general and administrative costs, first on the basis of direct
charges when identifiable, and second allocated based on the
estimated amount of time spent by an affiliate's employees on behalf
of Golden American. For the year 1993, EIC Variable allocated to
Golden American $1.5 million. The agreement was terminated on
January 1, 1994. During 1994, such expenses were allocated directly
by BT New York Corporation to Golden American and totaled $1.4
million for the year.

DISTRIBUTION AGREEMENT. Prior to 1994, Golden American had entered
into agreements with DSI to perform services related to the
management of its investments and the distribution of its products.
For the year 1993, Golden American incurred $0.3 million,
respectively, for such services. The agreement was terminated as of
January 1, 1994.

Under a distribution agreement, DSI acts as the principal
underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of December
31, 1996, are sold primarily through two broker/dealer institutions.
For the first nine months of 1997 and the years 1996, 1995 and 1994,
commissions paid by Golden American to DSI aggregated $23.3 million,
$27.1 million, $8.4 million and $17.6 million, respectively.

Golden American provided to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charged DSI for such expenses
and all other general and administrative costs, first on the basis
of direct charges when identifiable, and the remainder allocated
based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this
method of cost allocation is reasonable. For the years ended
December 31, 1994 and 1993, expenses allocated to DSI were $2.0
million and $2.0 million, respectively, which were comprised of
allocated salary charges, premise and equipment charges, and other
expenses.

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<PAGE>

In 1995, the service agreement between DSI and Golden American was
amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American.
This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.0 million, $2.3 million and $1.0
million for the first nine months of 1997 and the years 1996 and 1995,
respectively.

EMPLOYEES. Golden American, as a result of its Service Agreements
with each of Bankers Trust (Delaware) and EIC Variable had very few
direct employees. Instead, various management services were provided
by Bankers Trust (Delaware), EIC Variable and Bankers Trust New York
Corporation, as described above under "Certain Agreements." The cost
of these services were allocated to Golden American. Since August
14, 1996, Golden American has looked to Equitable of Iowa and its
affiliates for management services.

Certain officers of Golden American are also officers of EIC
Variable and DSI, and their salaries are allocated among the three
companies. Certain officers of Golden American are also officers of
Equitable of Iowa. See "Directors and Executive Officers."

PROPERTIES. Golden American's principal office is located at 1001
Jefferson Street, Suite 400, Wilmington, Delaware 19801, where all
of Golden American's records are maintained. This office space is
leased.

DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
POSITION(S) WITH THE
NAME (AGE) COMPANY
- ----------------------------- ---------------------------
<S> <C>
Terry L. Kendall (51) Director, President and
Chief Executive Officer
Myles R. Tashman (55) Director, Executive Vice
President, General
Counsel and Secretary
Susan B. Watson (31) Director, Senior Vice
President and Chief
Financial Officer
Beth B. Neppl (40) Director and Vice President
Paul E. Larson (45) Director
Paul R. Schlaack (51) Director and Chairman
Barnett Chernow (48) Executive Vice President
James R. McInnis (49) Executive Vice President
Dennis D. Hargens (55) Treasurer
David L. Jacobson (48) Senior Vice President
and Assistant Secretary
Stephen J. Preston (40) Senior Vice President
and Chief Actuary
William B. Lowe (33) Senior Vice President
Edward M. Syring, Jr. (59) Senior Vice President
</TABLE>

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Most directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa
Companies, Inc.

The principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Terry L. Kendall became Director, President and Chief Executive
Officer of Golden American in September, 1993. From September 1993
through September 1996, he also served as Chairman of Golden
American. Since June, 1996, he has also served as President, Chief
Executive Officer and Chairman of First Golden American Life
Insurance Company of New York, Golden American's New York
subsidiary. From 1982 through June 1993, he was President and Chief
Executive Officer of United Pacific Life Insurance Company.

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<PAGE>

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior
Vice President and was named Executive Vice President, General
Counsel and Secretary effective January 1, 1996. He was elected to
serve as a director of Golden American in January, 1998. From 1986
through 1993, he was Senior Vice President and General Counsel of
United Pacific Life Insurance Company.

Ms. Susan B. Watson joined Equitable Life Insurance Company of
Iowa ("Equitable Life") in 1991 as an Assistant Vice Presidant and
Corporate Actuary and is currently Senior Vice President and Chief
Financial Officer for Equitable of Iowa and its subsidiaries. She
was elected to serve as a director of Golden American in
January, 1998.

Ms. Beth B. Neppl joined Equitable of Iowa in 1987 and is currently
a Vice President. She was elected to serve as a director of Golden
American in August 1996.

Mr. Paul E. Larson joined Equitable of Iowa in 1977 and is currently
President of Equitable Life.
He was elected to serve as a director of Golden American in
August, 1996. He also served as Executive Vice President, CFO, and
Assistant Secretary of Golden American from December, 1996 through
December, 1997.

Mr. Paul R. Schlaack joined Equitable Investment Services, Inc. in
1984. He currently serves as the Chairman or as a director of many
of the Equitable of Iowa Companies. He was elected to serve as a
director of Golden American in August, 1996 and as Chairman of the
Board in January, 1998.

Mr. Barnett Chernow joined Golden American in October 1993 as
Executive Vice President. From 1977 through 1993, he held various
positions with Reliance Insurance Companies and was Senior Vice
President and Chief Financial Officer of United Pacific Life
Insurance Company from 1984 through 1993.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November, 1997,
he was with the Endeavor Group and was President upon
leaving.

Mr. Dennis D. Hargens was elected Treasurer of Golden American in
December, 1996. He joined Equitable Life Insurance Company of Iowa in
1961 and is currently Treasurer and was elected Treasurer of USG
Annuity & Life Company in 1996.

Mr. David L. Jacobson joined Golden American in November, 1993 as
Senior Vice President and Assistant Secretary. From April, 1974
through November, 1993, he held various positions with United Pacific
Life Insurance Company and was Vice President upon leaving.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He currently
serves as Senior Vice President and Chief Actuary. From September
1993 through November, 1993, he was Senior Vice President and Actuary
for Mutual of America Insurance Company. From July, 1987 through
August 1993, he held various positions with United Pacific Life
Insurance Company and was Vice President and Actuary upon leaving.

Mr. William B. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January, 1994. He became a Senior Vice President, Sales
& Marketing, of Golden American in August, 1997. He is also President
of Equitable of Iowa Securities Network, Inc. Prior to joining
Equitable Life, he was an Associate Vice President of Lincoln Benefit
Life from July, 1990 through December, 1993.

Mr. Edward Syring, Jr. joined Golden American in February as a Senior
Vice President, Sales & Marketing. Prior to joining Golden American,
he was with Putnam Mutual Funds form April, 1991 through February, 1995.

COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the

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<PAGE>

fiscal year ended December 31, 1996. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI. The
salaries of such individuals are allocated between Golden American
and DSI pursuant to an arrangement among these companies. Throughout
1995 and until August 13, 1996, Mr. Kendall served as a Managing
Director at Bankers Trust New York Corporation. Compensation amounts
for Mr. Kendall which are reflected throughout these tables prior to
August 14, 1996 were not charged to Golden American, but were
instead absorbed by Bankers Trust New York Corporation.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officer and the next five most highly compensated executive officers
for the fiscal year ended December 31, 1996. (Information for 1997
is not yet available.)

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (/1/) OPTIONS (/2/) OPTIONS COMPENSATION
- ------------------ ---- -------- ----------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Terry L. Kendall,...... 1996 $288,298 $400,000 $ 11,535(/4/)
President and Chief 1995 $250,000 $400,000 8,000 $ 6,706(/4/)
Executive Officer(/3/) 1994 $250,000 $200,000 $103,551 8,000
(September 1993 to
Present)
Barnett Chernow,....... 1996 $207,526 $150,000 $ 7,755(/4/)
Executive Vice 1995 $190,000 $165,000 $ 15,444(/4/)(/5/)
President 1994 $185,000 $ 35,000 500 $ 98,212(/5/)
Edward C. Wilson,...... 1996 $190,582 $327,473
Executive Vice
President
Myles R. Tashman,...... 1996 $176,138 $ 90,000 $ 5,127(/4/)
Executive Vice 1995 $160,000 $ 25,000
President, General 1994 $ 66,667
Counsel and Secretary
Mitchell R. Katcher,... 1996 $116,667 $150,000 $130,068(/4/)(/6/)
Former Executive Vice 1995 $175,000 $150,000 $ 9,389(/4/)
President 1994 $175,000 $ 62,500
Stephen J. Preston,.... 1996 $156,937 $ 58,326 $ 9,734(/4/)
Senior Vice President 1995 $140,000 $ 50,000 $ 4,721(/5/)
and Chief Actuary and 1994 $131,667
Controller
</TABLE>
________________

(1) The amount shown relates to bonuses paid in 1996, 1995 and
1994. $50,000 of Mr. Wilson's bonus paid in 1996 and Mr.
Chernow's bonus paid in 1994 represent signing bonuses.

(2) The number of shares underlying the restricted stock award
granted in 1994 represented 1,870 shares of Bankers Trust New
York Corporation at the end of 1994. The value shown above was
computed using the price of common stock of Bankers Trust New
York Corporation at the end of 1994. As of 1996, none of the
executive officers listed above had any restricted stock
holdings of Bankers Trust New York Corporation. During 1996,
Bankers Trust New York Corporation redeemed the following
restricted stock holdings: Mr. Kendall 3,000 shares, value
$233,062; Mr. Chernow 500 shares, value $38,844.

(3) Mr. Kendall has served as President and Chief Executive
Officer of Golden American since September of 1993. From that
time until September of 1996, he also served as Chairman of
Golden American. Until August 14, 1996, Mr. Kendall's salary and
bonuses were paid directly by Bankers Trust New York
Corporation.

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<PAGE>

(4) Contributions were made by the Company on behalf of the
employee to PartnerShare, the deferred compensation plan
sponsored by Bankers Trust New York Corporation and its
affiliates for the benefit of all Bankers Trust employees, in
February of the current year to employees on record as of
December 31 of the previous year, after the employee completes
one year of service with the company. This contribution may be
in the form of deferred compensation and/or a cash payment. In
1996, Mr. Kendall received $9,000 of deferred compensation and
$2,535 of cash payment from the plan; Mr. Chernow received
$6,000 of deferred compensation and $1,755 of cash payment from
the plan; Mr. Tashman received $4,000 of deferred compensation
and $1,127 of cash payment from the plan; Mr. Preston received
$5,433 of deferred compensation and $4,301 of cash payment from
the plan; Mr. Katcher received $9,000 of deferred compensation
and $2,535 of cash payment from the plan. Mr. Wilson was not
eligible for contributions to the PartnerShare Plan in 1996. In
1995, Mr. Kendall received $2,956 of deferred compensation and
$3,750 of cash payment from the plan; Mr. Chernow received
$1,013 of deferred compensation and $1,267 of cash payment from
the plan; Mr. Katcher received $4,139 of deferred compensation
and $5,250 of cash payment from the plan. Mr. Wilson, Mr.
Tashman and Mr. Preston were not eligible for contributions to
the PartnerShare Plan in 1995. In 1994, all executives listed
above were not eligible for contributions to the PartnerShare
Plan in 1994.

(5) Amounts shown for 1994 and 1995 represent relocation
expenses paid on behalf of the employee.

(6) Amount shown for 1996 includes $118,533 severance
compensation.

OPTION GRANTS IN LAST FISCAL YEAR (1996)

On October 24, 1997, in conjunction with the acquisition of
Equitable of Iowa, all outstanding options vested and were
cashed out for the difference between $68.00 and the strike
price. The table below represents the options granted in
1996. Information for 1997 is not yet available.

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION
UNDERLYING EMPLOYEES TERM (/4/)
OPTIONS IN FISCAL EXERCISE EXPIRATION -------------------
NAME GRANTED (/1/) YEAR PRICE (/2/) DATE (/3/) 5% 10%
- ---- ------------- ---------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Terry L. Kendall........ 20,000 36.4 $37.50 8/13/2006 $471,671 $1,195,307
Barnett Chernow......... 8,000 14.5 $37.50 8/13/2006 $188,668 $ 478,123
Edward C. Wilson........ 8,000 14.5 $37.50 8/13/2006 $188,668 $ 478,123
Myles Tashman........... 6,000 10.9 $37.50 8/13/2006 $141,501 $ 358,592
Stephen J. Preston...... 2,000 3.6 $37.50 8/13/2006 $ 47,167 $ 119,531
</TABLE>
________________

(1) Stock options granted on August 13, 1996 by Equitable of
Iowa to the officers of Golden American have a five-year vesting
period with 20% exercisable after 3rd year, an additional 30%
after 4th year, and the final 50% after 5th year. The options
will vest in the event of a change of control of Equitable of
Iowa.

(2) The exercise price was equal to the fair market value of
the Common Stock on the date of grant.

(3) Incentive Stock Options have a term of ten years. They are
subject to earlier termination in certain events related to
termination of employment.

(4) Total dollar gains based on indicated rates of appreciation
of share price over a ten-year term.

Directors of Golden American receive no additional compensation for
serving as a director.

____________________________________________________________________

FEDERAL TAX CONSIDERATIONS

INTRODUCTION
The following discussion of the federal income tax treatment of the
Contract is not exhaustive, does not purport to cover all
situations, and is not intended as tax advice. The federal income
tax treatment

54
<PAGE>
<PAGE>

of the Contract is unclear in certain circumstances,
and a qualified tax adviser should always be consulted with regard
to the application of the tax law to individual circumstances. This
discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Department regulations, and interpretations
existing on the date of this prospectus. These authorities, however,
are subject to change by Congress, the Treasury Department, and
judicial decisions.

This discussion does not address state or local tax consequences
associated with the purchase of the contract. In addition, GOLDEN
AMERICAN MAKES NO GUARANTEE REGARDING ANY TAX TREATMENT - FEDERAL,
STATE OR LOCAL - OF ANY CONTRACT OR OF ANY TRANSACTION INVOLVING A
CONTRACT.

TAX STATUS OF GOLDEN AMERICAN
Golden American is taxed as a life insurance company under the Code.
Since the operations of Account B are a part of, and are taxed with,
the operations of Golden American, Account B is not separately taxed
as a "regulated investment company" under the Code. Under existing
federal income tax laws, investment income and capital gains of
Account B are not taxed to Golden American to the extent they are
applied to increase reserves under a contract. Since, under the
contracts, investment income and realized capital gains of Account B
attributable to contract obligations are automatically applied to
increase reserves, Golden American does not anticipate that it will
incur any federal income tax liability in Account B attributable to
contract obligations, and therefore Golden American does not intend
to make provision for any such taxes. If Golden American is taxed on
investment income or capital gains of Account B, then Golden
American may impose a charge against Account B, as appropriate, in
order to make provision for such taxes.

TAXATION OF NON-QUALIFIED ANNUITIES
TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing provisions
of the Code, except as described below, any increase in an owner's
Accumulation Value is generally not taxable to the owner until
amounts are received from the Contract, either in the form of
annuity payments as contemplated by the Contract, or in some other
form of distribution. However, this rule allowing deferral applies
only if (1) the investments of Account B are "adequately
diversified" in accordance with Treasury Department regulations, (2)
Golden American, rather than the owner, is considered the owner of
the assets of Account B for federal income tax purposes, and (3) the
owner is an individual. In addition to the foregoing, if the
Contract's Annuity Commencement Date occurs at a time when the
annuitant is at an advanced age, such as over age 85, it is possible
that the owner will be taxable currently on the annual increase in
the Accumulation Value.

Diversification Requirements. The Code and Treasury Department
regulations prescribe the manner in which the investments of a
segregated asset account, such as the Divisions of Account B, are to
be "adequately diversified." If a Division of Account B failed to
comply with these diversification standards, contracts based on that
segregated asset account would not be treated as an annuity contract
for federal income tax purposes and the Owner would generally be
taxable currently on the income on the contract (as defined in the
tax law) beginning with the period of non-diversification. Golden
American expects that the Divisions of Account B will comply with
the diversification requirements prescribed by the Code and Treasury
Department regulations.

Ownership Treatment. In certain circumstances, variable annuity
contract owners may be considered the owners, for federal income tax
purposes, of the assets of a segregated asset account, such as the
Divisions of Account B, used to support their contracts. In those
circumstances, income and gains from the segregated asset account
would be includible in the contract owners' gross income. The
Internal Revenue Service (the "IRS") has stated in published rulings
that a variable contract owner will be considered the owner of the
assets of a segregated asset account if the owner possesses
incidents of ownership in those assets, such as the ability to
exercise investment control over the assets. In addition, the
Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in
which investor control of the investments of a segregated asset
account may cause the investor, rather than the insurance company,
to be treated as the owner of the assets in the account."

55
<PAGE>
<PAGE>

This
announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may
direct their investments to particular sub-accounts (of a segregated
asset account) without being treated as owners of the underlying
assets." As of the date of this prospectus, no such guidance has
been issued.

The ownership rights under the Contract are similar to, but
different in certain respects from, those described by the IRS in
rulings in which it was determined that contract owners were not
owners of the assets of a segregated asset account. For example, the
Owner of this Contract has the choice of more investment options to
which to allocate purchase payments and the Accumulation Value, and
may be able to transfer among investment options more frequently,
than in such rulings. These differences could result in the Owner
being treated as the owner of all or a portion of the assets of
Account B. In addition, Golden American does not know what standards
will be set forth in the regulations or rulings which the Treasury
Department has stated it expects to issue. Golden American therefore
reserves the right to modify the Contract as necessary to attempt to
prevent Contract Owners from being considered the owners of the
assets of Account B. However, there is no assurance that such
efforts would be successful.

Frequently, if the IRS or the Treasury Department sets forth a new
position which is adverse to taxpayers, the position is applied on a
prospective basis only. Thus, if the IRS or the Treasury Department
were to issue regulations or a ruling which treated an Owner of this
Contract as the owner of Account B, that treatment might apply on a
prospective basis. However, if the regulations or ruling were not
considered to set forth a new position, an owner might retroactively
be determined to be the owner of the assets of Account B.

Non-Natural Owner. As a general rule, contracts held by "non-natural
persons" such as a corporation, trust or other similar entity, as
opposed to a natural person, are not treated as annuity contracts
for federal tax purposes. The income on such contracts (as defined
in the tax law) is taxed as ordinary income that is received or
accrued by the Owner of the Contract during the taxable year. There
are several exceptions to this general rule for non-natural Owners.
First, contracts will generally be treated as held by a natural
person if the nominal Owner is a trust or other entity which holds
the Contract as an agent for a natural person. However, this special
exception will not apply in the case of any employer who is the
nominal Owner of a contract under a non-qualified deferred
compensation arrangement for its employees.

In addition, exceptions to the general rule for non-natural Owners
will apply with respect to (1) Contracts acquired by an estate of a
decedent by reason of the death of the decedent, (2) certain
Contracts issued in connection with qualified retirement plans, (3)
certain Contracts purchased by employers upon the termination of
certain qualified retirement plans, (4) certain Contracts used in
connection with structured settlement agreements, and (5) Contracts
purchased with a single purchase payment when the annuity starting
date (as defined in the tax law) is no later than a year from
purchase of the Contract and substantially equal periodic payments
are made, not less frequently than annually, during the annuity
period.

The remainder of this discussion assumes that the Contract will be
treated as an annuity contract for federal income tax purposes.

TAXATION OF PARTIAL WITHDRAWALS AND SURRENDERS. In the case of a
partial withdrawal prior to the Annuity Commencement Date, amounts
received generally are includible in income to the extent the
Owner's Accumulation Value (determined without regard to any
surrender charge, within the meaning of the tax law) before the
surrender exceeds his or her "investment in the contract." In the
case of a surrender of the Contract for the Cash Surrender Value,
amounts received are includible in income to the extent they exceed
the "investment in the contract." For these purposes, the investment
in the Contract at any time equals the total of the premium payments
made under the Contract to that time (to the extent such payments
were neither deductible when made nor excludable from income as, for
example, in the case of certain contributions to IRAs and other
qualified retirement plans) less any amounts previously received
from the Contract which were not includible in income.

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<PAGE>

In the case of systematic partial withdrawals, the amount of each
withdrawal will generally be taxed in the same manner as a partial
withdrawal made prior to the Annuity Commencement Date, as described
above. However, there is some uncertainty regarding the tax
treatment of systematic partial withdrawals, and it is possible that
additional amounts may be includible in income.

The Contract provides a Death Benefit that in certain circumstances
may exceed the greater of the premium payments and the Accumulation
Value. As described elsewhere in this prospectus, Golden American
imposes certain charges with respect to the Death Benefit. It is
possible that some portion of those charges could be treated for
federal tax purposes as a partial withdrawal from the Contract.

In certain circumstances, surrender charges may be waived because of
the Owner's need for extended medical care or because of the Owner's
terminal illness. Distributions made in respect of which surrender
charges are waived are treated as partial withdrawals or surrenders,
as the case may be, for income tax purposes.

TAXATION OF ANNUITY PAYMENTS. Normally, the portion of each annuity
payment taxable as ordinary income is equal to the excess of the
payment over the exclusion amount. In the case of fixed annuity
payments, the exclusion amount is the amount determined by
multiplying (1) the fixed annuity payment by (2) the ratio of the
"investment in the contract" (defined above), adjusted for any
period certain or refund feature, allocated to the fixed annuity
option to the total expected amount of fixed annuity payments for
the period of the Contract (determined under Treasury Department
regulations). In the case of variable annuity payments, the
exclusion amount for each variable annuity payment is a specified
dollar amount equal to the investment in the Contract allocated to
the variable annuity option when payments begin divided by the
number of variable payments expected to be made (determined by
Treasury Department regulations).

Once the total amount of the investment in the Contract is excluded
using these formulas, annuity payments will be fully taxable. If
annuity payments cease because of the death of the Annuitant and
before the total amount of the investment in the Contract is
recovered, the unrecovered amount generally will be allowed as a
deduction to the annuitant or beneficiary (depending upon the
circumstances).

TAXATION OF DEATH BENEFIT PROCEEDS. Prior to the Annuity
Commencement Date, amounts may be distributed from a Contract
because of the death of an Owner or, in certain circumstances, the
death of the Annuitant. Such Death Benefit proceeds are includible
in income as follows: (1) if distributed in a lump sum, they are
taxed in the same manner as a surrender, as described above, or (2)
if distributed under an annuity option, they are taxed in the same
manner as annuity payments, as described above. After the Annuity
Commencement Date, where a guaranteed period exists under an annuity
option and the Annuitant dies before the end of that period,
payments made to the Beneficiary for the remainder of that period
are includible in income as follows: (1) if received in a lump sum,
they are includible in income to the extent that they exceed the
unrecovered investment in the contract at that time, or (2) if
distributed in accordance with the existing annuity option selected,
they are fully excludable from income until the remaining investment
in the contract is deemed to be recovered, and all annuity payments
thereafter are fully includible in income.

If certain amounts become payable in a lump sum from a Contract,
such as the Death Benefit, it is possible that such amounts might be
viewed as constructively received and thus subject to tax, even
though not actually received. A lump sum will not be constructively
received if it is applied under an annuity option within 60 days
after the date on which it becomes payable. (Any annuity option
selected must comply with applicable minimum distribution
requirements imposed by the Code.)

ASSIGNMENTS, PLEDGES, AND GRATUITOUS TRANSFERS. Other than in the
case of Contracts issued as IRAs or in connection with certain other
qualified retirement plans (which generally cannot be assigned or
pledged), any assignment or pledge (or agreement to assign or
pledge) of any portion of the value of the Contract is treated for
federal income tax purposes as a partial withdrawal of such amount
or portion. The investment in the Contract is increased by the
amount includible as income

57
<PAGE>
<PAGE>

with respect to such assignment or
pledge, though it is not affected by any other aspect of the
assignment or pledge (including its release). If an Owner transfers
a Contract without adequate consideration to a person other than the
Owner's spouse (or to a former spouse incident to divorce), the
Owner will be taxed on the difference between the cash surrender
value (within the meaning of the tax law) and the investment in the
contract at the time of transfer. In such case, the transferee's
investment in the contract will be increased to reflect the increase
in the transferor's income.

SECTION 1035 EXCHANGES. Code section 1035 provides that no gain or
loss is recognized when an annuity contract is received in exchange
for a life, endowment, or annuity contract, provided that no cash or
other property is received in the exchange transaction. Special
rules and procedures apply in order for an exchange to meet the
requirements of section 1035. Also, there are additional tax
considerations involved when the contracts are issued in connection
with qualified retirement plans. Prospective Owners of this Contract
should consult a tax advisor before entering into a section 1035
exchange (with respect to non-qualified annuity contracts) or a
trustee-to-trustee transfer or rollover (with respect to qualified
annuity contracts).

PENALTY TAX ON PREMATURE DISTRIBUTIONS. Where a contract has not
been issued as an IRA or in connection with another qualified
retirement plan, there generally is a 10% penalty tax on the taxable
amount of any payment from the Contract unless the payment is: (a)
received on or after the Owner reaches age 59 1/2; (b) attributable to
the Owner's becoming disabled (as defined in the tax law); (c) made
on or after the death of the Owner or, if the Owner is not an
individual, on or after the death of the primary annuitant (as
defined in the tax law); (d) made as a series of substantially equal
periodic payments (not less frequently than annually) for the life
(or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and a designated beneficiary (as defined
in the tax law), or (e) made under a Contract purchased with a
single purchase payment when the annuity starting date (as defined
in the tax law) is no later than a year from purchase of the
Contract and substantially equal periodic payments are made, not
less frequently than annually, during the annuity period.

In the case of systematic partial withdrawals, it is unclear whether
such withdrawals will qualify for exception (d) above. (For
reporting purposes, we currently treat such withdrawals as if they
do not qualify for this exception). In addition, if withdrawals are
of interest amounts only, as is the case with systematic partial
withdrawals from a Fixed Allocation, exception (d) will not apply.

AGGREGATION OF CONTRACTS. In certain circumstances, the amount of
an annuity payment, withdrawal or surrender from a Contract that is
includible in income is determined by combining some or all of the
annuity contracts owned by an individual not issued in connection
with qualified retirement plans. For example, if a person purchases
two or more deferred annuity contracts from the same insurance
company (or its affiliates) during any calendar year, all such
contracts will be treated as one contract for purposes of
determining whether any payment not received as an annuity
(including withdrawals and surrenders prior to the Annuity
Commencement Date) is includible in income. In addition, if a person
purchases a Contract offered by this prospectus and also purchases
at approximately the same time an immediate annuity, the IRS may
treat the two contracts as one contract. The effects of such
aggregation are not clear, however, it could affect the time when
income is taxable and the amount which might be subject to the 10%
penalty tax described above.

IRA CONTRACTS AND OTHER QUALIFIED RETIREMENT PLANS
IN GENERAL. In addition to issuing the Contracts as non-qualified
annuities, Golden American also currently issues the Contracts as
IRAs. (As indicated above, in this prospectus, IRAs are referred to
as "qualified plans.") Golden American may also issue the Contracts
in connection with certain other types of qualified retirement plans
which receive favorable treatment under the Code. Numerous special
tax rules apply to the owners under IRAs and other qualified
retirement plans and to the contracts used in connection with such
plans. These tax rules vary according to the type of plan and the
terms and conditions of the plan itself. For example, for both
surrenders and annuity payments under certain contracts issued in
connection with qualified retirement plans, there may be no
"investment in the contract" and the total amount received may be
taxable. Also, special rules apply to the time at which
distributions must commence and the form in which the distributions
must be paid. Therefore,

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no attempt is made to provide more than
general information about the use of Contracts with the various
types of qualified retirement plans. A qualified tax advisor should
be consulted before purchase of a Contract in connection with a
qualified retirement plan.

When issued in connection with a qualified retirement plan, a
Contract will be amended as necessary to conform to the requirements
of the plan. However, Owners, Annuitants, and Beneficiaries are
cautioned that the rights of any person to any benefits under
qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and
conditions of the Contract. In addition, Golden American is not
bound by terms and conditions of qualified retirement plans to the
extent such terms and conditions contradict the Contract, unless
Golden American consents.

INDIVIDUAL RETIREMENT ANNUITIES. As indicated above, Golden
American currently issues the Contract as an IRA. If the Contract is
used for this purpose, the Owner must be the Annuitant.

Premium Payments. Both the premium payments that may be paid, and
the tax deduction that the owner may claim for such premium
payments, are limited under an IRA. In general, the premium payments
that may be made for an IRA for any year are limited to the lesser
of $2,000 or 100% of the individual's earned income for the year.
Also, in the case of an individual who has less income than his or
her spouse, premium payments may be made by that individual into an
IRA to the extent of (1) $2,000, or the (2) sum of (i) the
compensation includible in the gross income of the individual's
spouse for the taxable year and (ii) the compensation includible in
the gross income of the individual's spouse for the taxable year
reduced by the amount allowed as a deduction for IRA contributions
to such spouse. An excise tax is imposed on IRA contributions that
exceed the law's limits.

The deductible amount of the premium payments made for an IRA for
any taxable year (including a contract for a noncompensated spouse)
is limited to the amount of premium payments that may be paid for
the contract for that year, or a lesser amount where the individual
or his or her spouse is an active participant in certain qualified
retirement plans. For a single person who is an active participant
in a qualified retirement plan (including a qualified pension,
profit-sharing, or annuity plan, a simplified employee pension plan,
or a "section 403(b)" annuity plan, as discussed below) and who has
adjusted gross income in excess of $35,000 may not deduct premium
payments, and such a person with adjusted gross income between
$25,000 and $35,000 may deduct only a portion of such payments.
Also, married persons who file a joint return, one of whom is an
active participant in a qualified retirement plan, and who have
adjusted gross income in excess of $50,000 may not deduct premium
payments, and those with adjusted gross income between $40,000 and
$50,000 may deduct only a portion of such payments. Married persons
filing separately may not deduct premium payments if either the
taxpayer or the taxpayer's spouse is an active participant in a
qualified retirement plan.

In applying these and other rules applicable to an IRA, all
individual retirement accounts and IRAs owned by an individual are
treated as one contract, and all amounts distributed during any
taxable year are treated as one distribution.

Tax Deferral During Accumulation Period. Until distributions are
made from an IRA, increases in the Accumulation Value of the
Contract are not taxed.

IRAs and individual retirement accounts (that may invest in this
contract) generally may not invest in life insurance contracts, but
an annuity contract that is issued as an IRA (or that is purchased
by an individual retirement account) may provide a death benefit
that equals the greater of the premiums paid and the contract's cash
value. The Contract provides a Death Benefit that in certain
circumstances may exceed the greater of the premium payments and the
Accumulation Value.

Taxation of Distributions and Rollovers. If all premium payments
made to an IRA were deductible, all amounts distributed from the
Contract are included in the recipient's income when distributed.
However, if nondeductible premium payments were made to an IRA
(within the limits allowed by the tax laws), a portion of each
distribution from the Contract typically is includible in income
when it is distributed. In such a case, any amount distributed as an
annuity payment or in a lump sum upon

59
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death or surrender is taxed as
described above in connection with such a distribution from a non-
qualified contract, treating as the investment in the contract the
sum of the nondeductible premium payments at the end of the taxable
year in which the distribution commences or is made (less any
amounts previously distributed that were excluded from income).
Also, in such a case, any amount distributed upon a partial
withdrawal is partially includible in income. The includible amount
is the excess of the distribution over the exclusion amount, which
in turn generally equals the distribution multiplied by the ratio of
the investment in the Contract to the Accumulation Value.

In any event, subject to the direct rollover and mandatory
withholding requirements (discussed below), amounts may be "rolled
over" from certain qualified retirement plans to an IRA (or from one
IRA or individual retirement account to an IRA) without incurring
current income tax if certain conditions are met. Only certain types
of distributions to eligible individuals from qualified retirement
plans, individual retirement accounts, and IRAs may be rolled over.

Penalty Taxes. Subject to certain exceptions, a penalty tax is
imposed on distributions from an IRA equal to 10% of the amount of
the distribution includible in income. (Amounts rolled over from an
IRA generally are excludable from income.) The exceptions provide,
however, that this penalty tax does not apply to distributions made
to the Owner (1) on or after age 59 1/2, (2) on or after death or
because of disability (as defined in the tax law), or (3) as part of
a series of substantially equal periodic payments over the life (or
life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and his or her beneficiary (as defined in
the tax law). In addition to the foregoing, failure to comply with a
minimum distribution requirement will result in the imposition of a
penalty tax of 50% of the amount by which a minimum required
distribution exceeds the actual distribution from an IRA. Under this
requirement, distributions of minimum amounts from an IRA as
specified in the tax law must generally commence by April 1 of the
calendar year following the calendar year in which the Owner attains
age 70 1/2.

OTHER TYPES OF QUALIFIED RETIREMENT PLANS. The following sections
describe tax considerations of Contracts used in connection with
various types of qualified retirement plans other than IRAs. Golden
American does not currently offer all of the types of qualified
retirement plans described and may not offer them in the future.
Prospective purchasers of Contracts for use in connection with such
qualified retirement plans should therefore contact Golden
American's Customer Service Center to ascertain the availability of
the Contract for qualified retirement plans at any given time.

Simplified Employee Pensions (SEP-IRAs). Section 408(k) of the Code
allows employers to establish simplified employee pension plans for
their employees, using the employees' IRAs for such purposes, if
certain criteria are met. Under these plans the employer may, within
specified limits, make deductible contributions on behalf of the
employees to IRAs. Employers intending to use the contract in
connection with such plans should seek competent advice.

SIMPLE IRAs. Section 408(p) of the Code permits certain small
employers to establish "SIMPLE retirement accounts," including
SIMPLE IRAs, for their employees. Under SIMPLE IRAs, certain
deductible contributions are made by both employees and employers.
SIMPLE IRAs are subject to various requirements, including limits on
the amounts that may be contributed, the persons who may be
eligible, and the time when distributions may commence. Employers
intending to use the Contract in connection with a SIMPLE retirement
account should seek competent advice.

Roth IRAs. Effective immediately, Golden American is offering
Contracts in connection with Roth Individual Retirement Annuities
("Roth IRAs"). New Section 408A of the Code permits eligible
individuals to contribute to Roth IRAs. Under applicable
limitations, certain amounts may be contributed to a Roth IRA. The
contributions are not deductible from the individual's gross income,
but if certain qualifications are met, distributions of earnings are
not included in taxable income. Rollovers from regular IRAs or
conversions of regular IRAs to Roth IRAs are permitted, but the
owner must include the amount rolled over or converted in taxable
income (with the ability to spread the tax liability over four years
if the rollover or conversion takes place in 1998). Roth IRAs are
subject to limitations on eligibility, contributions,
transferability, and distributions. Purchasers of Contracts who
intend for them to be qualified as Roth IRAs should seek competent
tax advice. Please check with Golden American's Customer Service
Center for state availability.

Generally, earnings on a ROTH IRA accrue federally tax-deferred, and
distributions are not subject to federal income tax or 10% penalty
tax if five years have passed since the first contribution was made
or any conversion from a traditional IRA was effected, and the
distribution is made (a) once the owner is 59 1/2 or older, (b) upon
the death or disability of the owner, or (c) for a limited amount,
for qualified first-time home buyer expenses. Distributions that do
not meet these conditions would be subject to ordinary federal income
tax and may be subject to the 10% penalty tax. Roth IRAs are not
subject to required distributions at age 70 1/2.

Corporate and Self-Employed ("H.R. 10" or "Keogh") Pension and
Profit-Sharing Plans. Sections 401(a) and 403(a) of the Code permit
corporate employers to establish various types of tax-favored
retirement plans for employees. The Self-Employed Individuals' Tax
Retirement Act of 1962, as amended, commonly referred to as "H.R.
10" or "Keogh," permits self-employed individuals also to establish
such tax-favored retirement plans for themselves and their
employees. Such retirement plans may permit the purchase of the
Contract in order to provide benefits under the plans. The Contract
provides a Death Benefit that in certain circumstances may exceed
the greater of the premium payments and the Accumulation Value. It
is possible that such Death Benefit could be characterized

60
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<PAGE>

as an
incidental death benefit. There are limitations on the amount of
incidental benefits that may be provided under pension and profit
sharing plans. In addition, the provision of such benefits may
result in currently taxable income to participants. Employers
intending to use the Contract in connection with such plans should
seek competent advice.

Section 403(b) Annuity Contracts. Section 403(b) of the Code permits
public school employees, employees of certain types of charitable,
educational and scientific organizations exempt from tax under
section 501(c)(3) of the Code, and employees of certain types of
State educational organizations specified in section
170(b)(l)(A)(ii), to have their employers purchase annuity contracts
for them and, subject to certain limitations, to exclude the amount
of premium payments from gross income for federal income tax
purposes. Purchasers of the contracts for use as a "Section 403(b)
Annuity Contract" should seek competent advice as to eligibility,
limitations on permissible amounts of premium payments and other tax
consequences associated with such contacts. In particular,
purchasers and their advisors should consider that this Contract
provides a Death Benefit that in certain circumstances may exceed
the greater of the premium payments and the Accumulation Value. It
is possible that such Death Benefit could be characterized as an
incidental death benefit. If the Death Benefit were so
characterized, this could result in currently taxable income to
purchasers. In addition, there are limitations on the amount of
incidental death benefits that may be provided under a Section
403(b) Annuity Contract. Even if the Death Benefit under the
contract were characterized as an incidental death benefit, it is
unlikely to violate those limits unless the purchaser also purchases
a life insurance contract as part of his or her Section 403(b)
Annuity Contract.

Section 403(b) Annuity Contracts contain restrictions on withdrawals
of (i) contributions made pursuant to a salary reduction agreement
in years beginning after December 31, 1988, (ii) earnings on those
contributions, and (iii) earnings after 1988 on amounts attributable
to salary reduction contributions (and earnings on those
contributions) held as of the last year beginning before January 1,
1989. These amounts can be paid only if the employee has reached age
59 1/2, separated from service, died, become disabled (within the
meaning of the tax law), or in the case of hardship. Amounts
permitted to be distributed in the event of hardship are limited to
actual contributions; earnings thereon cannot be distributed on
account of hardship. (These limitations on withdrawals do not apply
to the extent Golden American is directed to transfer some or all of
the Accumulation Value as a tax-free direct transfer to the issue of
another Section 403(b) Annuity Contract or into a section 403(b)(7)
custodial account subject to withdrawal restrictions which are at
least as stringent.)

Eligible Deferred Compensation Plans of State and Local Governments
and Tax-Exempt Organizations. Section 457 of the Code permits
employees of state and local governments and tax-exempt
organizations to defer a portion of their compensation without
paying current federal income taxes. The employees must be
participants in an eligible deferred compensation plan. Generally, a
Contract purchased by a state or local government or a tax-exempt
organization will not be treated as an annuity contract for federal
income tax purposes. Those who intend to use the contracts in
connection with such plans should seek competent advice.

DIRECT ROLLOVERS AND FEDERAL INCOME TAX WITHHOLDING FOR "ELIGIBLE
ROLLOVER DISTRIBUTIONS." In the case of an annuity contract used in
connection with a pension, profit-sharing, or annuity plan qualified
under sections 401(a) or 403(a) of the Code, or that is a Section
403(b) Annuity Contract, any "eligible rollover distribution" from
the contract will be subject to direct rollover and mandatory
withholding requirements. An eligible rollover distribution
generally is the taxable portion of any distribution from a
qualified pension plan under section 401(a) of the Code, qualified
annuity plan under Section 403(a) of the Code, or Section 403(b)
Annuity or custodial account, excluding certain amounts (such as
minimum distributions required under section 401(a)(9) of the Code
and distributions which are part of a "series of substantially equal
periodic payments" made for the life (or life expectancy) of the
employee, or for the joint lives (or joint life expectancies) of the
employee and the employee's designated beneficiary (within the
meaning of the tax law), or for a specified period of 10 years or
more).

Under these new requirements, federal income tax equal to 20% of the
eligible rollover distribution will be withheld from the amount of
the distribution. Unlike withholding on certain other amounts

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<PAGE>

distributed from the Contract, discussed below, the taxpayer cannot
elect out of withholding with respect to an eligible rollover
distribution. However, this 20% withholding will not apply to that
portion of the eligible rollover distribution which, instead of
receiving, the taxpayer elects to have directly transferred to
certain eligible retirement plans (such as to this Contract when
issued as an IRA).

If this Contract is issued in connection with a pension, profit-
sharing, or annuity plan qualified under sections 401(a) or 403(a)
of the Code, or is a Section 403(b) Annuity Contract, then, prior to
receiving an eligible rollover distribution, the owner will receive
a notice (from the plan administrator or Golden American) explaining
generally the direct rollover and mandatory withholding requirements
and how to avoid the 20% withholding by electing a direct transfer.

FEDERAL INCOME TAX WITHHOLDING
Golden American will withhold and remit to the federal government a
part of the taxable portion of each distribution made under the
Contract unless the distributee notifies Golden American at or
before the time of the distribution that he or she elects not to
have any amounts withheld. In certain circumstances, Golden American
may be required to withhold tax, as explained above. The withholding
rates applicable to the taxable portion of periodic annuity payments
(other than eligible rollover distributions) are the same as the
withholding rates generally applicable to payments of wages. In
addition, the withholding rate applicable to the taxable portion of
non-periodic payments (including surrenders prior to the Annuity
Commencement Date) is 10%. Regardless of whether you elect to have
federal income tax withheld, you are still liable for payment of
federal income tax on the taxable portion of the payment. As
discussed above, the withholding rate applicable to eligible
rollover distributions is 20%.

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<PAGE>

____________________________________________________________________

UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

63
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<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
--------------------------------------| ----------------
For the Period | For the Period
For the Nine August 14, 1996 | January 1, 1996
Months ended through | through
September 30, 1997 September 30, 1996| August 13, 1996
--------------------------------------| ----------------
(Current Year) (Preceding Year) | (Preceding Year)
|
(Dollars in thousands) |
<S> <C> <C> | <C>
REVENUES: |
Annuity and interest |
sensitive life |
product charges $15,937 $2,397 | $12,259
Management fee revenue 2,014 280 | 1,390
Net investment income 18,955 1,656 | 4,990
Realized gains (losses) |
on investments 58 -- | (420)
Other income 427 143 | 70
------------------ ------------------| ----------------
37,391 4,476 | 18,289
|
INSURANCE BENEFITS AND |
EXPENSES: |
Annuity and interest |
sensitive life benefits: |
Interest credited to |
account balances 16,840 1,624 | 4,355
Benefit claims incurred |
in excess of |
account balances 118 (25)| 915
Underwriting, acquisition, |
and insurance expenses: |
Commissions 23,323 2,118 | 16,549
General expenses 11,552 1,517 | 9,422
Insurance taxes 1,693 160 | 1,225
Policy acquisition |
costs deferred (25,464) (2,625)| (19,300)
Amortization: |
Deferred policy |
acquisition costs 1,433 176 | 2,436
Present value of in |
force acquired 4,465 915 | 951
Goodwill 1,261 196 | --
------------------ ------------------| ----------------
35,221 4,056 | 16,553
Interest expense 1,827 -- | --
------------------ ------------------|----------------
37,048 4,056 | 16,553
------------------ ------------------|----------------
343 420 | 1,736
|
Income taxes expense |
(benefit): |
Current 54 147 | --
Deferred (53) -- | (1,463)
------------------ ------------------|----------------
1 147 | (1,463)
------------------ ------------------|----------------
NET INCOME $342 $273 | $3,199
================== ==================|================
</TABLE>

See accompanying notes.
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GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------- -----------------

(Dollars in thousands)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available for sale,
at fair value (cost: 1997 - $384,765;
1996 - $275,153) $389,172 $275,563
Equity securities, at fair value
(cost: 1997 - $4,901; 1996 - $36) 4,766 33
Mortgage loans 64,500 31,459
Policy loans 8,316 4,634
Short-term investments 1,478 12,631
------------------- -----------------
Total Investments 468,232 324,320

Cash and cash equivalents 18,672 5,839

Due from affiliates 246 --

Accrued investment income 6,901 4,139

Deferred policy acquisition costs 34,638 11,468

Present value of in force acquired 78,156 83,051

Current income taxes recoverable 229 --

Property and equipment, less allowances
for depreciation of $624 in 1997 and
$63 in 1996 1,262 699

Goodwill, less accumulated amortization
of $1,850 in 1997 and $589 in 1996 39,263 38,665

Other assets 7,074 2,471

Separate account assets 1,539,859 1,207,247
------------------- -----------------
TOTAL ASSETS $2,194,532 $1,677,899
=================== =================
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Annuity and interest sensitive life
products $440,441 $285,287
Unearned revenue reserve 5,092 2,063
------------------- -----------------
445,533 287,350

Deferred income taxes 1,210 365
Line of credit with affiliate 16,960 --
Surplus note 25,000 25,000
Due to affiliates 720 1,504
Accrued expenses and other liabilities 21,629 15,949
Separate account liabilities 1,539,859 1,207,247
------------------- -----------------
TOTAL LIABILITIES 2,050,911 1,537,415

Commitments and contingencies

Stockholder's equity:
Redeemable preferred stock, par value
$5,000 per share, 50,000 shares
authorized -- --
Common stock, par value $10 per share,
authorized, issued and outstanding
250,000 shares 2,500 2,500
Additional paid-in capital 138,492 137,372
Unrealized appreciation of securities
at fair value 1,937 262
Retained earnings 692 350
------------------- -----------------
TOTAL STOCKHOLDER'S EQUITY 143,621 140,484
------------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $2,194,532 $1,677,899
=================== =================
</TABLE>

See accompanying notes.

65
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GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
-----------------------------------| -----------------
For the Nine For the Period | For the Period
Months ended August 14, 1996 | January 1, 1996
September 30, through | through
1997 September 30, 1996| August 13, 1996
-----------------------------------| -----------------
(Current Year) (Preceding Year) | (Preceding Year)
|
(Dollars in thousands)|
<S> <C> <C> | <C>
NET CASH USED IN |
OPERATING ACTIVITIES ($1,659) ($1,440)| ($4,320)
|
INVESTING ACTIVITIES |
Sale, maturity or |
repayment of investments: |
Fixed maturities |
- available for sale 35,590 391 | 55,091
Mortgage loans on real |
estate 5,017 -- | --
Short-term investments |
- net 11,153 -- | 354
--------------- ------------------| -----------------
51,760 391 | 55,445
|
Acquisition of investments: |
Fixed maturities |
- available for sale (146,376) -- | (184,589)
Equity securities (4,864) -- | --
Mortgage loans on real |
estate (38,058) -- | --
Policy loans - net (3,682) (161)| (1,977)
Short-term investments |
- net -- (12,626)| --
--------------- ------------------| -----------------
(192,980) (12,787)| (186,566)
Purchase of property and |
equipment (659) (15)| --
--------------- ------------------| -----------------
NET CASH USED IN |
INVESTING ACTIVITIES (141,879) (12,411)| (131,121)
|
FINANCING ACTIVITIES |
Issuance of notes |
payable 86,522 -- | --
Repayment of notes |
payable (69,562) -- | --
Receipts from annuity and |
interest sensitive life |
policies credited to |
policyholder account |
balances 232,635 18,930 | 149,750
Return of policyholder |
account balances on |
annuity and interest |
sensitive life |
policies (12,674) (1,061)| (2,695)
Net reallocations to |
Separate Accounts (81,561) (2,144)| (8,286)
Dividends paid on |
preferred stock -- -- | (719)
Contribution from parent 1,011 -- | --
--------------- ------------------| -----------------
NET CASH PROVIDED BY |
FINANCING ACTIVITIES 156,371 15,725 | 138,050
|
INCREASE IN CASH AND |
CASH EQUIVALENTS 12,833 1,874 | 2,609
|
CASH AND CASH EQUIVALENTS |
AT BEGINNING OF PERIOD 5,839 7,655 | 5,046
--------------- ------------------| -----------------
CASH AND CASH EQUIVALENTS |
AT END OF PERIOD $18,672 $9,529 | $7,655
=============== ==================| =================
SUPPLEMENTAL DISCLOSURE |
OF CASH FLOW INFORMATION |
|
Cash paid during the period
for income taxes $283 -- --

Non-cash financing activities:
Contribution of property,
plant and equipment from
EIC Variable, Inc. net of
$353 of accumulated
depreciation $110 -- --
</TABLE>

See accompanying notes.

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GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X. This
form is being filed with the reduced disclosure format specified in
General Instruction H (1)(a) and (b) of Form 10-Q. Accordingly, the
financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included. All adjustments were of a normal recurring nature, unless
otherwise noted in Management's Discussion and Analysis and the
Notes to Financial Statements. Operating results for the nine months
ended September 30, 1997 are not necessarily indicative of the
results that may be expected for periods reported at December 31,
1997. For further information, refer to the financial statements
and footnotes thereto included in the Golden American Life Insurance
Company Annual Report on Form 10-K for the year ended December 31,
1996.

Consolidation
The condensed consolidated financial statements include Golden
American Life Insurance Company ("Golden American") and its wholly
owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden" and collectively the "Company"). First
Golden was capitalized by Golden American on December 17, 1996. All
significant intercompany accounts and transactions have been
eliminated.

Organization
Golden American offers variable insurance products and is
licensed as a life insurance company in the District of Columbia and
all states except New York. On January 2, 1997, First Golden became
licensed to sell insurance products in the state of New York. The
Company's products are marketed by broker/dealers, financial
institutions and insurance agents. The Company's primary customers
are individuals and families.

On August 13, 1996, Equitable of Iowa Companies ("Equitable")
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood") pursuant to the terms of a Stock Purchase
Agreement between Equitable and Whitewood (the "Purchase
Agreement"). Subsequent to the acquisition, the BT Variable, Inc.
name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investment in Golden American
and DSI were transferred to Equitable while the remainder of its net
assets were contributed to Golden American. Refer to Note 3 for additional
information.

For purposes of the condensed consolidated statements of cash
flows, the Company considers all demand deposits and interest
bearing accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

67
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SEPTEMBER 30, 1997

1. BASIS OF PRESENTATION -- (CONTINUED)

Certain amounts in the 1996 financial statements have been
reclassified to conform to the 1997 financial statement
presentation.

2. INVESTMENTS

At September 30, 1997 and December 31, 1996, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturity securities, all of which are designated as available for
sale, are as follows:

<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
September 30, 1997 Cost Gains Losses Value
- ------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $65,243 $517 ($104) $65,656
Other 3,069 7 -- 3,076
Foreign governments 2,050 30 -- 2,080
Public utilities 26,717 258 (4) 26,971
Investment grade corporate 213,422 2,750 (79) 216,093
Below investment grade
corporate 38,951 884 (22) 39,813
Mortgage-backed securities 35,313 199 (29) 35,483
-----------------------------------------------
Total $384,765 $4,645 ($238) $389,172
===============================================
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
December 31, 1996 Cost Gains Losses Value
- ------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $70,902 $122 ($247) $70,777
Other 3,082 2 (4) 3,080
Public utilities 35,893 193 (38) 36,048
Investment grade corporate 134,487 586 (466) 134,607
Below investment grade
corporate 25,921 249 (56) 26,114
Mortgage-backed securities 4,868 69 -- 4,937
-----------------------------------------------
Total $275,153 $1,221 ($811) $275,563
===============================================
</TABLE>

No fixed maturity securities were designated as held for
investment at September 30, 1997 or December 31, 1996. Short-term
investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair value for
these securities.

Amortized cost and estimated fair value of fixed maturity
securities designated as available for sale, by contractual
maturity, at September 30, 1997, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or
prepayment penalties.

68
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SEPTEMBER 30, 1997

2. INVESTMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
Estimated
Amortized Fair
September 30, 1997 Cost Value
- -----------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C>
Due within one year $10,926 $10,947
Due after one year through five years 131,585 133,293
Due after five years through ten years 131,544 133,196
Due after ten years 10,154 10,597
------------- -------------
284,209 288,033
Mortgage-backed securities 100,556 101,139
------------- -------------
Total $384,765 $389,172
============= =============
</TABLE>

During the first nine months of 1997, fixed maturity securities
designated as available for sale with a combined amortized cost of
$23,792,000 were called or repaid by their issuers. In total, net
pre-tax gains from sales, calls and repayments of fixed maturity
investments amounted to $58,000 in the first nine months of 1997.

During the first nine months of 1997, no investments were
identified as having an impairment other than temporary.

Investment Diversifications: The Company's investment policies
related to its investment portfolio require diversification by asset
type, company and industry and set limits on the amount which can be
invested in an individual issuer. Such policies are at least as
restrictive as those set forth by regulatory authorities. The
following percentages relate to holdings at September 30, 1997 and
December 31, 1996, respectively. Fixed maturity investments included
investments in various government bonds and government or agency
mortgage-backed securities (18% in 1997, 27% in 1996), public
utilities (7% in 1997, 13% in 1996), basic industrials (31% in 1997,
30% in 1996) and financial companies (24% in 1997, 18% in 1996).
Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as Utah (14% in
1997, 4% in 1996) and California (12% in 1997, 7% in 1996), and
Georgia (8% in 1997, 17% in 1996). There are no other
concentrations of mortgage loans in any state exceeding ten percent
at September 30, 1997 and December 31, 1996. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (41% in 1997, 36% in
1996), industrial buildings (37% in 1997, 31% in 1996), multi-family
residential buildings (12% in 1997, 27% in 1996) and retail
facilities (10% in 1997, 6% in 1996). Equity securities (which
represent 1.1% of the Company's investments) consists primarily of
investments in the Company's registered separate accounts. Equity
securities and investments accounted for by the equity method are
not significant to the Company's overall investment portfolio.

3. ACQUISITION

Transaction: On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust, pursuant to the terms of the
Purchase Agreement dated as of May 3, 1996 between Equitable and
Whitewood. In exchange for the outstanding capital stock of BT
Variable, Equitable paid $93,000,000 in cash to Whitewood in
accordance with the terms of the Purchase Agreement. Equitable also
paid $51,000,000 in cash to Bankers Trust to retire certain debt
owed by BT Variable to Bankers Trust pursuant to a revolving credit
arrangement. Subsequent to the acquisition, the BT Variable, Inc.
name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American
and DSI were transferred to Equitable while the remainder of its net
assets were contributed to Golden American.

69
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SEPTEMBER 30, 1997

3. ACQUISITION -- (CONTINUED)

Accounting Treatment: The acquisition was accounted for as a
purchase resulting in a new basis of accounting, reflecting
estimated fair values for assets and liabilities at August 13, 1996.
The purchase price was allocated to the three companies purchased -
BT Variable, DSI and Golden American. Goodwill was established for
the excess of the acquisition cost over the fair value of the net
assets acquired and pushed down to Golden American. The acquisition
cost was preliminary with respect to the final settlement of taxes
with Bankers Trust and estimated expenses. The allocation of the
purchase price to Golden American was approximately $139,872,000.
The amount of goodwill relating to the acquisition was $41,113,000
at the acquisition date, and is being amortized over 25 years on a
straight line basis. At June 30, 1997, goodwill was increased by
$1,848,000 to adjust the value of a receivable existing at the
acquisition date. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.

Present Value of In Force Acquired: As part of the acquisition,
a portion of the acquisition cost was allocated to the right to
receive future cash flows from the insurance contracts existing with
Golden American at the date of acquisition. This allocated cost
represents the present value of in force acquired ("PVIF") which
reflects the value of those purchased policies calculated by
discounting the actuarially determined expected future cash flows at
the discount rate determined by Equitable.

An analysis of the PVIF asset is as follows:

For the Nine
Months ended
September 30, 1997
-----------------------
(Dollars in thousands)
<S> <C>
Beginning balance $83,051
Imputed interest 4,653
Amortization (9,118)
Adjustment for unrealized gains
on available for sale securities (430)
-----------------------
Ending balance $78,156
=======================
</TABLE>

Interest is imputed on the unamortized balance of PVIF at rates
of 7.70% to 7.80%. Amortization of PVIF is charged to expense and
the asset is adjusted for the change in unrealized gains (losses) on
available for sale securities. During the second quarter of 1997,
PVIF was unlocked by $2,293,000 to reflect narrower current spreads than the
gross profit model assumed. Based on current conditions and
assumptions as to the effect of future events on acquired policies
in force, the expected approximate net amortization for the next
five years, relating to the balance of the PVIF as of September
30, 1997, is as follows:

Year Amount
- ----------------------------------------------------
(Dollars in thousands)
<S> <C>
Remainder of 1997 $2,300
1998 10,100
1999 9,600
2000 8,300
2001 7,200
2002 6,100
</TABLE>

Actual amortization may vary from the schedule above based upon
changes in assumptions and experience.

70
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SEPTEMBER 30, 1997

4. MERGER

Transaction: On October 23, 1997, Equitable shareholders approved
the Agreement and Plan of Merger ("Merger Agreement")
dated as of July 7, 1997, between Equitable, PFHI Holdings, Inc.
("PFHI"), and ING Groep, N.V. ("ING").
On October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable pursuant to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn, owns all the outstanding
capital stock of
Equitable Life Insurance Company of Iowa and Golden American Life
Insurance Company and their wholly owned subsidiaries. Equitable
also owns all the outstanding capital stock of Locust Street
Securities, Inc., Equitable Investment Services, Inc., Directed
Services, Inc., Equitable of Iowa Companies Capital Trust, Equitable
of Iowa Companies Capital Trust II, and Equitable of Iowa Securities
Network, Inc. In
exchange for the outstanding capital stock of Equitable, ING will
pay total consideration of approximately $2,100,000,000 in cash and
stock plus the assumption of approximately $400,000,000 in debt
according to the Merger Agreement. As a result of the merger,
Equitable of Iowa Companies was merged into PFHI which was
simultaneously renamed Equitable of Iowa Companies, Inc.

Accounting Treatment: The merger will be accounted for as a
purchase resulting in a new basis of accounting, reflecting
estimated fair values for assets and liabilities for Equitable and
its subsidiaries as of the date of the merger. The excess of the
total acquisition cost over the fair value of the net assets
acquired will be recorded as goodwill.

5. RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended) of the variable insurance products issued by the Company,
which as of September 30, 1997, are sold primarily through six
broker/dealer institutions. The Company paid commissions to DSI
totaling $8,849,000 in the third quarter and $23,113,000 for the
first nine months of 1997, ($17,070,000 for the period January 1,
1996 through August 13, 1996 and $1,955,000 for the period August 14,
1996 through September 30, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee for these services is calculated as a
percentage of average assets in the variable separate accounts. For
the third quarter and the first nine months of 1997, the fee was
$736,000 and $2,014,000, respectively ($1,390,000 for the period
January 1, 1996 through August 13, 1996 and $280,000 for the period
August 14, 1996 through September 30, 1996).

On August 14, 1996, the Company began purchasing investment
management services from an affiliate. Payments for these services
totaled $263,000 for the third quarter and $673,000 for the first
nine months of 1997 ($3,000 for the period August 14, 1996 through
September 30, 1996). On August 14, 1996, all employees of Golden
American, except wholesalers, became statutory employees of
Equitable Life Insurance Company of Iowa ("Equitable Life"), an
affiliate.

Golden American has a guaranty agreement with Equitable Life. In
consideration of an annual fee, payable June 30, Equitable Life
guarantees to Golden American that it will make funds available, if
needed, to Golden American to pay the contractual claims made under
the provisions of Golden American's life insurance and annuity
contracts. The agreement is not, and nothing contained therein or
done pursuant thereto by Equitable Life shall be deemed to
constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American. The
agreement does not guarantee the value of the underlying assets held
in separate accounts in which funds of variable life insurance and
variable annuity policies have been invested. The calculation of
the annual fee is based on risk based capital. As Golden American's
risk based capital level was above required amounts, no annual fee
was payable.

Surplus Note: On December 17, 1996, Golden American issued an
8.25% surplus note in the amount of $25,000,000 to Equitable.
Golden American made interest payments totaling $510,000 during the
third quarter and $1,548,000 during the first nine months of 1997.
On December 17, 1996, Golden American contributed the $25,000,000 to
First Golden acquiring 200,000 shares of common stock (100% of
outstanding stock) of First Golden.

71
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SEPTEMBER 30, 1997

5. RELATED PARTY TRANSACTIONS -- (CONTINUED)

American can borrow up to
$25,000,000. Interest on any borrowings is charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus
1.00%. The Company incurred interest expense of $165,000 during the
third quarter and $279,000 during the first nine months of 1997
under this agreement. At September 30, 1997, $16,960,000 was outstanding
under this agreement.

6. COMMITMENTS AND CONTINGENCIES

Reinsurance: At September 30, 1997, Golden American had reinsurance
treaties with 5 unaffiliated reinsurers covering a significant
portion of the mortality risks under its variable contracts. Golden
American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements. At September 30,
1997, the Company has a net payable of $4,000 for reserve
credits, reinsurance claims or other receivables from these
reinsurers comprised of $199,000 for claims recoverable from
reinsurers and a payable of $203,000 for reinsurance premiums.
Included in the accompanying financial statements are net
considerations to reinsurers of $467,000 during the third quarter
and $1,318,000 for the first nine months of 1997 ($467,000 and
$600,000, for the periods August 14, 1996 through September 30, 1996
and for January 1, 1996 through August 13, 1996, respectively). Also
included in the accompanying financial statements are net policy
benefits of $142,000 during the third quarter and $571,000 for the
first nine months of 1997 ($206,000 and $1,267,000, for the periods
August 14, 1996 through September 30, 1996, and for January 1, 1996
through August 13, 1996, respectively).

Investment Commitments: At September 30, 1997, outstanding
commitments to fund mortgage loans on real estate totaled
$9,175,000.

Guaranty Fund Assessments: Assessments are levied on the Company
by life and health guaranty associations in most states in which the
Company is licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes.
The Company cannot predict whether and to what extent legislative
initiatives may affect the right to offset. The associated cost for
a particular insurance company can vary significantly based upon its
fixed account premium volume by line of business and state premiums
levels as well as its potential for premium tax offset. The Company
has established a reserve to cover such assessments and regularly
reviews information regarding known failures and revises its
estimates of future guaranty fund assessments. Accordingly, the
Company accrued and charged to expense an additional $135,000 for
the third quarter and $417,000 for the first nine months of 1997.
At September 30, 1997, the Company has an undiscounted reserve of
$1,188,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $22,000 for assessments paid which may be recoverable
through future premium tax offsets. The Company believes this
reserve is sufficient to cover expected future insurance guaranty
fund assessments, based upon previous premium levels, and known
insolvencies at this time.

Litigation: The Company is not involved in any legal proceeding as
of the date of this report.

Vulnerability from Concentrations: The Company has various
concentrations in its investment portfolio (see Note 2 for further
information). The Company's asset growth, net investment income and
cash flow are primarily generated from the sale of variable products
and associated future policy benefits and separate account
liabilities. A significant portion of the Company's sales are
generated by six broker/dealers. Substantial changes in tax laws
that would make these products less attractive to consumers, extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed, could cause a severe
impact to the Company's financial condition.

72
<PAGE>
<PAGE>

____________________________________________________________________

AUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE
COMPANY

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1996 and
1995, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for the post-acquisition period
from August 14, 1996 to December 31, 1996 and the pre-acquisition
period from January 1, 1996 to August 13, 1996 and for each of the
years ended December 31, 1995 and 1994. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Golden American Life Insurance Company at
December 31, 1996 and 1995, and the consolidated results of their
operations and their cash flows for the post-acquisition period from
August 14, 1996 to December 31, 1996 and the pre-acquisition period
from January 1, 1996 to August 13, 1996 and for each of the years
ended December 31, 1995 and 1994, in conformity with generally
accepted accounting principles.

Ernst & Young LLP

Des Moines, Iowa
February 11, 1997

73
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | -----------------
DECEMBER 31, 1996 | DECEMBER 31, 1995
----------------- | -----------------
<S> <C> <C>
ASSETS: |
Investments: |
Fixed maturities, available for sale, at fair value |
(cost: 1996 -- $275,153; 1995 -- $48,671).................... $ 275,563 | $ 49,629
Equity securities, at fair value (cost: 1996 -- $36; |
1995 -- $27)................................................. 33 | 29
Mortgage loans on real estate................................. 31,459 | --
Policy loans.................................................. 4,634 | 2,021
Short-term investments........................................ 12,631 | 15,614
---------- | ----------
Total Investments............................................ 324,320 | 67,293
Cash and cash equivalents...................................... 5,839 | 5,046
Accrued investment income...................................... 4,139 | 768
Deferred policy acquisition costs.............................. 11,468 | 67,314
Present value of in force acquired............................. 83,051 | 6,057
Property and equipment, less allowances for depreciation of |
$63 in 1996 and $86 in 1995.................................. 699 | 490
Goodwill, less accumulated amortization of $589 in 1996........ 38,665 | --
Other assets................................................... 2,471 | 7,136
Separate account assets........................................ 1,207,247 | 1,048,953
---------- | ----------
Total Assets................................................. $1,677,899 | $1,203,057
========== | ==========
LIABILITIES AND STOCKHOLDER'S EQUITY: |
Policy liabilities and accruals: |
Future policy benefits: |
Annuity and interest sensitive life products................. $ 285,287 | $ 33,673
Unearned revenue reserve..................................... 2,063 | 6,556
---------- | ----------
287,350 | 40,229
Deferred income taxes.......................................... 365 | --
Surplus note................................................... 25,000 | --
Due to affiliates.............................................. 1,504 | 675
Other liabilities.............................................. 15,949 | 15,075
Separate account liabilities................................... 1,207,247 | 1,048,953
---------- | ----------
Total Liabilities............................................ 1,537,415 | 1,104,932
Commitments and contingencies |
STOCKHOLDER'S EQUITY: |
Common stock, par value $10 per share, authorized, issued and |
outstanding 250,000 shares.................................. 2,500 | 2,500
Redeemable preferred stock, par value $5,000 per share, 50,000 |
shares authorized (1995 -- 10,000 shares issued and |
outstanding)................................................ -- | 50,000
Additional paid-in capital.................................... 137,372 | 45,030
Unrealized appreciation (depreciation) of securities at fair |
value....................................................... 262 | 658
Retained earnings (deficit)................................... 350 | (63)
---------- | ----------
Total Stockholder's Equity................................... 140,484 | 98,125
---------- | ----------
Total Liabilities and Stockholder's Equity................... $1,677,899 | $1,203,057
========== | ==========
</TABLE>

See accompanying notes.

74
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | --------------------------------------------------
FOR THE PERIOD | FOR THE PERIOD
AUGUST 14, 1996 | JANUARY 1, 1996 FOR THE YEAR FOR THE YEAR
THROUGH | THROUGH ENDED ENDED
DECEMBER 31, 1996 |AUGUST 13, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994
----------------- |--------------- ----------------- -----------------
<S> <C> <C> <C> <C>
REVENUES: |
Annuity and interest |
sensitive life product |
charges..................... $ 8,768 | $ 12,259 $18,388 $ 17,519
Management fee revenue........ 877 | 1,390 987 --
Net investment income......... 5,795 | 4,990 2,818 560
Realized gains (losses) on |
investments................. 42 | (420) 297 65
Other income.................. 486 | 70 63 --
-------- | -------- ------- --------
15,968 | 18,289 22,553 18,144
|
INSURANCE BENEFITS AND EXPENSES: |
Annuity and interest |
sensitive life benefits: |
Interest credited to account |
balances.................... 5,741 | 4,355 1,322 40
Benefit claims incurred in |
excess of account balances.. 1,262 | 915 1,824 (5)
Underwriting, acquisition, |
and insurance expenses: |
Commissions.................. 9,866 | 16,549 7,983 16,978
General expenses............. 5,906 | 9,422 12,650 12,921
Insurance taxes.............. 672 | 1,225 952 373
Policy acquisition costs |
deferred.................... (11,712) | (19,300) (9,804) (23,119)
Amortization: |
Deferred policy acquisition |
costs..................... 244 | 2,436 2,710 4,608
Present value of in force |
acquired.................. 2,745 | 951 1,552 2,164
Goodwill.................... 589 | -- -- --
-------- | -------- ------- --------
15,313 | 16,553 19,189 13,960
Interest expense............... 85 | -- -- 1,962
-------- | -------- ------- --------
15,398 | 16,553 19,189 15,922
-------- | -------- ------- --------
570 | 1,736 3,364 2,222
Income taxes................... 220 | (1,463) -- --
-------- | -------- ------- --------
Net Income..................... $ 350 | $ 3,199 $ 3,364 $ 2,222
======== | ======== ======= ========
</TABLE>

See accompanying notes.

75
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRE-ACQUISITION
-------------------------------------------------------------------
UNREALIZED
APPRECIATION
REDEEMABLE ADDITIONAL (DEPRECIATION) RETAINED TOTAL
COMMON PREFERRED PAID-IN OF SECURITIES EARNINGS STOCKHOLDER'S
STOCK STOCK CAPITAL AT FAIR VALUE (DEFICIT) EQUITY
------ ---------- ---------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994........ $2,500 $ 28,336 $ 62 $(2,301) $ 28,597
Issuance of 10,000 shares of
preferred stock.................. -- $ 50,000 -- -- -- 50,000
Contribution of capital.......... -- -- 8,750 -- -- 8,750
Net income for 1994.............. -- -- -- -- 2,222 2,222
Unrealized depreciation of
securities at fair value......... -- -- -- (63) -- (63)
------ -------- -------- ------- ------- --------
Balance at December 31, 1994...... 2,500 50,000 37,086 (1) (79) 89,506
Contribution of capital.......... -- -- 7,944 -- -- 7,944
Net income for 1995.............. -- -- -- -- 3,364 3,364
Preferred stock dividends........ -- -- -- -- (3,348) (3,348)
Unrealized appreciation of
securities at fair value......... -- -- -- 659 -- 659
------ -------- -------- ------- ------- --------
Balance at December 31, 1995...... 2,500 50,000 45,030 658 (63) 98,125
Net income for the period
January 1, 1996 to August 13,
1996............................. -- -- -- -- 3,199 3,199
Preferred stock dividends........ -- -- -- -- (719) (719)
Unrealized depreciation of
securities at fair value......... -- -- -- (1,175) -- (1,175)
------ -------- -------- ------- ------- --------
Balance at August 13, 1996........ $2,500 $ 50,000 $ 45,030 $ (517) $ 2,417 $ 99,430
====== ======== ======== ======= ======= ========
<CAPTION>
POST-ACQUISITION
-------------------------------------------------------------------
UNREALIZED
APPRECIATION
REDEEMABLE ADDITIONAL (DEPRECIATION) RETAINED TOTAL
COMMON PREFERRED PAID-IN OF SECURITIES EARNINGS STOCKHOLDER'S
STOCK STOCK CAPITAL AT FAIR VALUE (DEFICIT) EQUITY
------ ---------- ---------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at August 14, 1996........ $2,500 $ 50,000 $ 87,372 -- -- $139,872
Contribution of preferred
stock to additional paid-in
capital.......................... -- (50,000) 50,000 -- -- --
Net income for the period
August 14, 1996 to December
31, 1996......................... -- -- -- -- $ 350 350
Unrealized appreciation of
securities at fair value......... -- -- -- $ 262 -- 262
------ -------- -------- ------- ------- --------
Balance at December 31, 1996...... $2,500 $ -- $137,372 $ 262 $ 350 $140,484
====== ======== ======== ======= ======= ========
</TABLE>

See accompanying notes.

76
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | -----------------------------------------
FOR THE PERIOD | FOR THE PERIOD FOR THE FOR THE
AUGUST 14, 1996 | JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996 | AUGUST 13, 1996 1995 1994
----------------- | --------------- ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES |
Net income........................ $ 350 | $ 3,199 $ 3,364 $ 2,222
Adjustments to reconcile net |
income to net cash provided by |
(used in) operations: |
Adjustments related to annuity |
and interest sensitive life products: |
Change in annuity and interest |
sensitive life product |
reserves...................... 5,106 | 4,472 4,664 (1,370)
Change in unearned revenues..... 2,063 | 2,084 4,949 1,594
Increase in accrued investment |
income......................... (877) | (2,494) (676) (24)
Policy acquisition costs |
deferred....................... (11,712) | (19,300) (9,804) (23,119)
Amortization of deferred policy |
acquisition costs.............. 244 | 2,436 2,710 4,608
Amortization of present value |
of in force acquired........... 2,745 | 951 1,552 2,164
Change in other assets, other |
liabilities and accrued |
income taxes................... (96) | 4,672 4,686 (4,543)
Provision for depreciation and |
amortization................... 1,242 | 703 (142) 13
Provision for deferred income |
taxes.......................... 220 | (1,463) -- --
Realized (gains) losses on |
investments.................... (42) | 420 (297) (65)
-------- | -------- ------- --------
Net cash provided by (used in) |
operating activities........... (757) | (4,320) 11,006 (18,520)

INVESTING ACTIVITIES |
Sale, maturity or repayment of |
investments: |
Fixed maturities--available |
for sale....................... 47,453 | 55,091 24,026 --
Fixed maturities--held for |
investment..................... -- | -- -- 321
Equity securities................ -- | -- -- 313
Mortgage loans on real estate.... 40 | -- -- --
Short-term investments--net...... 2,629 | 354 -- 1,299
-------- | -------- ------- --------
50,122 | 55,445 24,026 1,933
Acquisition of investments: |
Fixed maturities--available |
for sale....................... (147,170) | (184,589) (61,723) --
Fixed maturities--held for |
investment..................... -- | -- -- (857)
Equity securities................ (5) | -- (10) (7)
Mortgage loans on real estate.... (31,499) | -- -- --
Policy loans--net................ (637) | (1,977) (1,508) (369)
Short-term investments--net...... -- | -- (1,681) --
-------- | -------- ------- --------
(179,311) | (186,566) (64,922) (1,233)
Funds held in escrow pursuant |
to an Exchange Agreement....... -- | -- (1,242) (1,382)
Purchase of property and |
equipment...................... (137) | -- -- --
-------- | -------- ------- --------
Net cash used in investing |
activities..................... (129,326) | (131,121) (42,138) (682)
</TABLE>

See accompanying notes.

77
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | -----------------------------------------
FOR THE PERIOD | FOR THE PERIOD FOR THE FOR THE
AUGUST 14, 1996 | JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996 | AUGUST 13, 1996 1995 1994
----------------- | --------------- ------------ ------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES |
Retirement of short-term debt........... -- | -- -- $(40,000)
Proceeds from issuance of surplus note.. $ 25,000 | -- -- --
Receipts from annuity and interest |
sensitive life policies credited to |
policyholder account balances......... 116,819 | $ 149,750 $ 29,501 --
Return of policyholder account balances |
on annuity and interest sensitive |
life policies......................... (3,315) | (2,695) (1,543) --
Net reallocations (to) from Separate |
Accounts.............................. (10,237) | (8,286) -- --
Contributions of capital by parent...... -- | -- 7,944 8,750
Issuance of preferred stock............. -- | -- -- 50,000
Dividends paid on preferred stock....... -- | (719) (3,348) --
--------- | --------- -------- --------
Net cash provided by financing |
activities............................ 128,267 | 138,050 32,554 18,750
--------- | --------- -------- --------
Increase (decrease) in cash and |
cash equivalents...................... (1,816) | 2,609 1,422 (452)
Cash and cash equivalents at beginning |
of period............................. 7,655 | 5,046 3,624 4,076
--------- | --------- -------- --------
Cash and cash equivalents at end of |
period................................ $ 5,839 | $ 7,655 $ 5,046 $ 3,624
========= | ========= ======== ========
</TABLE>

See accompanying notes.

78
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

Consolidation
The consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden") collectively the "Company." First Golden was
capitalized by Golden American on December 17, 1996. All significant
intercompany accounts and transactions have been eliminated.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for as
a purchase acquisition effective August 14, 1996. This acquisition
resulted in a new basis of accounting reflecting estimated fair
values of assets and liabilities at that date. As a result, the
Company's financial statements for periods subsequent to August 13,
1996, are presented on the Post-Acquisition new basis of accounting,
while the financial statements for August 13, 1996 and prior periods
are presented on the Pre-Acquisition historical cost basis of
accounting.

Investments
Fixed Maturities: Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" requires fixed maturity securities to be
designated as either "available for sale," "held for investment" or
"trading." Sales of fixed maturities designated as "available for
sale" are not restricted by SFAS No. 115. Available for sale
securities are reported at fair value and unrealized gains and
losses on these securities are included directly in stockholder's
equity, after adjustment for related changes in deferred policy
acquisition costs, present value of in force acquired, policy
reserves and deferred income taxes. At December 31, 1996 and 1995,
all of the Company's fixed maturity securities are designated as
available for sale although the Company is not precluded from
designating fixed maturity securities as held for investment or
trading at some future date. Securities the Company has the positive
intent and ability to hold to maturity are designated as "held for
investment." Held for investment securities are reported at cost
adjusted for amortization of premiums and discounts. Changes in the
fair value of these securities, except for declines that are other
than temporary, are not reflected in the Company's financial
statements. Sales of securities designated as held for investment
are severely restricted by SFAS No. 115. Securities that are bought
and held principally for the purpose of selling them in the near
term are designated as trading securities. Unrealized gains and
losses on trading securities are included in current earnings.
Transfers of securities between categories are restricted and are
recorded at fair value at the time of the transfer. Securities that
are determined to have a decline in value that is other than
temporary are written down to estimated fair value which becomes the
security's new cost basis by a

79
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

charge to realized losses in the
Company's Statements of Income. Premiums and discounts are
amortized/accrued utilizing the scientific interest method which
results in a constant yield over the security's expected life.
Amortization/accrual of premiums and discounts on mortgage-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable or at cost if not readily
marketable. The change in unrealized appreciation and depreciation
of marketable equity securities (net of related deferred income
taxes, if any) is included directly in stockholder's equity. Equity
securities that are determined to have a decline in value that is
other than temporary are written down to estimated fair value which
becomes the security's new cost basis by a charge to realized losses
in the Company's Statement of Income.

Mortgage loans: Mortgage loans on real estate are reported at
cost adjusted for amortization of premiums and accrual of discounts.
If the value of any mortgage loan is determined to be impaired
(i.e., when it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the
loan agreement), the carrying value of the mortgage loan is reduced
to the present value of expected future cash flows from the loan,
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost adjusted for
amortization of premiums and accrual of discounts.

Fair Values: Estimated fair values, as reported herein, of
publicly traded fixed maturity securities are as reported by an
independent pricing service. Fair values of conventional mortgage-
backed securities not actively traded in a liquid market are
estimated using a third party pricing system. This pricing system
uses a matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair values
of private placement bonds are estimated using a matrix that assumes
a spread (based on interest rates and a risk assessment of the
bonds) over U.S. Treasury bonds. Estimated fair values of equity
securities which consists of the Company's investment in its
registered separate accounts are based upon the quoted fair value of
the securities comprising the individual portfolios underlying the
separate accounts. Realized gains and losses are determined on the
basis of specific identification and average cost methods for
manager initiated and issuer initiated disposals, respectively.

Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the
Company considers all demand deposits and interest-bearing accounts
not related to the investment function to be cash equivalents. All
interest-bearing accounts classified as cash equivalents have
original maturities of three months or less.

Deferred Policy Acquisition Costs
Certain costs of acquiring new insurance business, principally
commissions and other expenses related to the production of new
business, have been deferred. Acquisition costs for variable annuity
and life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected future
gross profits. This amortization is adjusted retrospectively, or
"unlocked," when the Company revises its estimate of current or
future gross profits to be realized from a group of products.
Deferred policy acquisition costs are adjusted to reflect the pro
forma impact of unrealized gains and losses on fixed maturity
securities the Company has designated as "available for sale" under
SFAS No. 115.

80
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Present Value of in Force Acquired
As a result of the acquisition of Golden American, a portion of
the acquisition cost was allocated to the right to receive future
cash flows from the existing insurance contracts. This allocated
cost represents the present value of in force acquired ("PVIF")
which reflects the value of those purchased policies calculated by
discounting actuarially determined expected cash flows at the
discount rate determined by the purchaser. Interest is imputed on
the unamortized balance of PVIF at rates of 7.70% to 7.80%.
Amortization of PVIF is charged to expense in proportion to expected
gross profits. This amortization is adjusted retrospectively, or
"unlocked," when the Company revises its estimate of current or
future gross profits to be realized from the insurance contracts
acquired. PVIF is adjusted to reflect the pro forma impact of
unrealized gains (losses) on available for sale fixed maturities.

Property and Equipment
Property and equipment primarily represent leasehold improvements
at the Golden American headquarters, office furniture and equipment
and capitalized computer software and are not considered to be
significant to the Company's overall operations. Property and
equipment are reported at cost less allowances for depreciation.
Depreciation expense is computed primarily on the basis of straight-
line method over the estimated useful lives of the assets.

Goodwill
Goodwill was established as a result of the acquisition discussed
above and is being amortized over 25 years on a straight line basis.
See Note 5 for additional information.

Future Policy Benefits
Future policy benefits for fixed interest divisions of the
variable products, are established utilizing the retrospective
deposit accounting method. Policy reserves represent the premiums
received plus accumulated interest, less mortality and
administration charges. Interest credited to these policies ranged
from 4.00% to 7.25% during 1996.

The unearned revenue reserve represents unearned distribution
fees discussed below. These distribution fees have been deferred and
are amortized over the life of the contract in proportion to its
expected gross profits.

Separate Accounts
Assets and liabilities of the separate accounts reported in the
accompanying balance sheets represent funds that are separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Company, bear the
investment risk for variable products. At the direction of the
contractholders, the separate accounts invest the premiums from the
sale of variable annuity and variable life products in shares of
specified mutual funds. The assets and liabilities of the separate
accounts are clearly identified and segregated from other assets and
liabilities of the Company. The portion of the separate account
assets applicable to variable annuity and variable life contracts
cannot be charged with liabilities arising out of any other business
the Company may conduct.

Variable separate account assets carried at fair value of the
underlying investments generally represent contractholder investment
values maintained in the accounts. Variable separate account
liabilities represent account balances for the variable annuity and
variable life contracts invested in the separate accounts. Net
investment income and realized and unrealized capital gains and
losses related to separate account assets are not reflected in the
accompanying Statement of Income.

81
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Product charges recorded by the Company from variable annuity and
variable life products consist of charges applicable to each
contract for mortality and expense risk, cost of insurance, contract
administration and surrender charges. In addition, some variable
annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium
deposit. Revenue recognition of collected distribution fees is
amortized over the life of the contract in proportion to its
expected gross profits. The balance of unrecognized revenue related
to the distribution fees is reported as an unearned revenue reserve.

Deferred Income Taxes
Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate. Deferred
tax assets or liabilities are adjusted to reflect the pro forma
impact of unrealized gains and losses on equity securities and fixed
maturity securities the Company has designated as available for sale
under SFAS No. 115. Changes in deferred tax assets or liabilities
resulting from this SFAS No. 115 adjustment are charged or credited
directly to stockholder's equity. Deferred income tax expenses or
credits reflected in the Company's Statement of Income are based on
the changes in the deferred tax asset or liability from period to
period (excluding the SFAS No. 115 adjustment).

Dividend Restrictions
Golden American's ability to pay dividends to its parent is
restricted because prior approval of insurance regulatory
authorities is required for payment of dividends to the stockholder
which exceed an annual limitation. During 1997, Golden American
could pay dividends to its parent of approximately $2,186,000
without prior approval of statutory authorities. The Company has
maintained adequate statutory capital and surplus and has not used
surplus relief or financial reinsurance, which have come under
scrutiny by many state insurance departments.

Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the preparation period. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates and
assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and present value of in force
acquired, (4) fair values of assets and liabilities recorded as a
result of acquisition transactions, (5) asset valuation allowances,
(6) guaranty fund assessment accruals, (7) deferred tax benefits
(liabilities) and (8) estimates for commitments and contingencies
including legal matters, if a liability is anticipated and can be
reasonably estimated. Estimates and assumptions regarding all of the
preceding are inherently subject to change and are reassessed
periodically. Changes in estimates and assumptions could materially
impact the financial statements.

Reclassification
Certain amounts in the 1995 and 1994 financial statements have
been reclassified to conform to the 1996 financial statement
presentation.

82
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

2. BASIS OF FINANCIAL REPORTING

The financial statements of the Company differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present value
of future cash flows from insurance contracts acquired was
established as a result of an acquisition and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed
interest divisions of the variable products are based on full
account values, rather than the greater of cash surrender value or
amounts derived from discounting methodologies utilizing statutory
interest rates; (4) reserves are reported before reduction for
reserve credits related to reinsurance ceded and a receivable is
established, net of an allowance for uncollectible amounts, for
these credits rather than presented net of these credits; (5) fixed
maturity investments are designated as "available for sale" and
valued at fair value with unrealized appreciation/depreciation, net
of adjustments to deferred income taxes (if applicable) and deferred
policy acquisition costs, credited/charged directly to stockholder's
equity rather than valued at amortized cost; (6) the carrying value
of fixed maturity securities is reduced to fair value by a charge to
realized losses in the Statements of Income when declines in
carrying value are judged to be other than temporary, rather than
through the establishment of a formula-determined statutory
investment reserve (carried as a liability), changes in which are
charged directly to surplus; (7) deferred income taxes are provided
for the difference between the financial statement and income tax
bases of assets and liabilities; (8) net realized gains or losses
attributed to changes in the level of interest rates in the market
are recognized when the sale is completed rather than deferred and
amortized over the remaining life of the fixed maturity security;
(9) a liability is established for anticipated guaranty fund
assessments, net of related anticipated premium tax credits, rather
than capitalized when assessed and amortized in accordance with
procedures permitted by insurance regulatory authorities; (10)
revenues for variable annuity and variable life products consist of
policy charges for the cost of insurance, policy administration
charges, amortization of policy initiation fees and surrender
charges assessed rather than premiums received; and (11) assets and
liabilities are restated to fair values when a change in ownership
occurs, with provisions for goodwill and other intangible assets,
rather than continuing to be presented at historical cost.

Net income (loss) for Golden American, as determined in
accordance with statutory accounting practices was $(9,188,000) in
1996, $(4,117,000) in 1995 and $(11,260,000) in 1994. Total
statutory capital and surplus was $80,430,000 at December 31, 1996
and $66,357,000 at December 31, 1995.

83
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

3. INVESTMENT OPERATIONS

Investment Results
Major categories of net investment income are summarized below:

Realized gains (losses) are as follows:

<TABLE>
<CAPTION>
REALIZED*
-------------------------------------------------------------
POST-ACQUISITION | PRE-ACQUISITION
----------------- | -----------------------------------------
FOR THE PERIOD | FOR THE PERIOD
AUGUST 14, 1996 | JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH AUGUST DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996 | 13, 1996 1995 1994
----------------- | --------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Fixed maturities: |
Available for sale.................. $42 | $(420) $297
Held for investment................. -- | -- -- $ 2
Equity securities.................... -- | -- -- 63
--- | ----- ---- ---
Realized gains (losses) on |
investments........................ $42 | $(420) $297 $65
=== | ===== ==== ===
</TABLE>
________________

* See Note 6 for the income tax effects attributable to
realized gains and losses on investments.

84
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

The change in unrealized appreciation (depreciation) on
securities at fair value is as follows:

<TABLE>
<CAPTION>
UNREALIZED
--------------------------------------------------------------
POST-ACQUISITION | PRE-ACQUISITION
------------------- | -----------------------------------------
FOR THE PERIOD | FOR THE PERIOD
AUGUST 14, 1996 | JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH AUGUST DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996** | 13, 1996 1995 1994
------------------- | --------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Fixed maturities: |
Available for sale................ $410 | $(2,087) $ 958 $ (65)
Held for investment............... -- | -- 90 --
Equity securities.................. (3) | 1 3 (63)
---- | ------- ------ -----
Unrealized appreciation |
(depreciation) of securities..... $407 | $(2,086) $1,051 $(128)
==== | ======= ====== =====
</TABLE>
________________

** On August 13, 1996, all fixed maturities and equity
securities in the Company's investment portfolio were marked to
market.

At December 31, 1996 and December 31, 1995, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturity securities, all of which are designated as available for
sale, are as follows:

<TABLE>
<CAPTION>
POST-ACQUISITION
-----------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1996 COST GAINS LOSSES VALUE
----------------- --------- ---------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. government and governmental
agencies and authorities:
Mortgage-backed securities.... $ 70,902 $ 122 $(247) $ 70,777
Other......................... 3,082 2 (4) 3,080
Public utilities................. 35,893 193 (38) 36,048
Investment grade corporate....... 134,487 586 (466) 134,607
Below investment grade
corporate....................... 25,921 249 (56) 26,114
Mortgage-backed securities....... 4,868 69 -- 4,937
-------- ------ ----- --------
Total............................ $275,153 $1,221 $(811) $275,563
======== ====== ===== ========
</TABLE>

<TABLE>
<CAPTION>
PRE-ACQUISITION
-----------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1995 COST GAINS LOSSES VALUE
----------------- --------- ---------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. government and governmental
agencies and authorities--Other $13,334 $176 $13,510
Public utilities................. 5,276 26 5,302
Investment grade corporate....... 27,042 700 $(31) 27,711
Mortgage-backed securities....... 3,019 87 -- 3,106
------- ---- ---- -------
Total............................ $48,671 $989 $(31) $49,629
======= ==== ==== =======
</TABLE>

At December 31, 1996, net unrealized investment gains on fixed
maturities designated as available for sale totaled $410,000. This
appreciation caused an increase to stockholder's equity of $265,000

85
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

at December 31, 1996 (net of deferred income taxes of $145,000). No
fixed maturity securities were designated as held for investment at
December 31, 1996 or 1995. Short-term investments with maturities of
30 days or less have been excluded from the above schedules.
Amortized cost approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1996, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
POST-ACQUISITION
-------------------
ESTIMATED
AMORTIZED FAIR
DECEMBER 31, 1996 COST VALUE
----------------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Due within one year...................................... $ 15,908 $ 15,930
Due after one year through five years.................... 122,958 123,487
Due after five years through ten years................... 60,517 60,432
-------- --------
199,383 199,849
Mortgage-backed securities............................... 75,770 75,714
-------- --------
Total.................................................... $275,153 $275,563
======== ========
</TABLE>

An analysis of sales, maturities and principal repayments of the
Company's fixed maturities portfolio is as follows:

<TABLE>
<CAPTION>
GROSS GROSS PROCEEDS
AMORTIZED REALIZED REALIZED FROM
COST GAINS LOSSES SALE
--------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
For the period August 14, 1996 through
December 31, 1996:
Scheduled principal repayments, calls
and tenders......................... $ 1,612 $ 1,612
Sales................................. 45,799 $115 $ (73) 45,841
------- ---- ----- -------
Total.................................. $47,411 $115 $ (73) $47,453
======= ==== ===== =======
For the period January 1, 1996 through
August 13, 1996:
Scheduled principal repayments, calls
and tenders......................... $ 1,801 $ 1,801
Sales................................. 53,710 $152 $(572) 53,290
------- ---- ----- -------
Total.................................. $55,511 $152 $(572) $55,091
======= ==== ===== =======
Year ended December 31, 1995:
Scheduled principal repayments, calls
and tenders......................... $20,279 $305 $ (16) $20,568
Sales................................. 3,450 8 -- 3,458
------- ---- ----- -------
Total.................................. $23,729 $313 $ (16) $24,026
======= ==== ===== =======
Year ended December 31, 1994:
Scheduled principal repayments,
tenders (available for sale only) and
calls--held for investment.......... $ 319 $ 2 $ -- $ 321
------- ---- ----- -------
Total.................................. $ 319 $ 2 $ -- $ 321
======= ==== ===== =======
</TABLE>

Investment Valuation Analysis: The company analyzes its
investment portfolio at least quarterly in order to determine if the
carrying value of any of its investments has been impaired. The
carrying

86
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

value of debt and equity securities is written down to fair
value by a charge to realized losses when an impairment in value
appears to be other than temporary. During 1996 and 1995, no
investments were identified as having an impairment other than
temporary.

Investments on Deposit: At December 31, 1996 and 1995, affidavits
of deposits covering bonds with a par value of $6,605,000 and
$2,695,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Company's investment policies
related to its investment portfolio require diversification by asset
type, company and industry and set limits on the amount which can be
invested in an individual issuer. Such policies are at least as
restrictive as those set forth by regulatory authorities. Fixed
maturity investments included investments in various government
bonds and government or agency mortgage-backed securities (27% in
1996 and 1995), public utilities (13% in 1996, 11% in 1995), basic
industrials (30% in 1996, 20% in 1995) and financial companies (18%
in 1996, 30% in 1995). Mortgage loans on real estate have been
analyzed by geographical location and 17% of all mortgage loans are
in Georgia. There are no other concentrations of mortgage loans in
any state exceeding ten percent in 1996. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1996),
industrial buildings (31% in 1996) and multi-family residential
buildings (27% in 1996). Equity securities and investments accounted
for by the equity method are not significant to the Company's
overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1996.

4. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments" requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a Company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments"
requires additional disclosures about derivative financial
instruments. Most of the Company's investments, insurance
liabilities and debt fall within the standards' definition of a
financial instrument. Although the Company's insurance liabilities
are specifically exempted from this disclosure requirement,
estimated fair value disclosure of these liabilities is also
provided in order to make the disclosures more meaningful.
Accounting, actuarial and regulatory bodies are continuing to study
the methodologies to be used in developing fair value information,
particularly as it relates to such things as liabilities for
insurance contracts. Accordingly, care should be exercised in
deriving conclusions about the Company's business or financial
condition based on the information presented herein.

The Company closely monitors the composition and yield of its
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash flows.
These amounts are taken into consideration in the Company's overall
management of interest rate risk, which attempts to minimize
exposure to changing interest rates through the matching of
investment cash flows with amounts expected to be due under
insurance contracts. As discussed below, the Company has used
discount rates in its determination of fair values for its
liabilities which are consistent with market yields for related
assets. The use of the asset market yield is consistent with
management's opinion that the risks inherent in its asset and
liability portfolios are similar. This assumption, however, might
not result in values consistent with those obtained through an
actuarial appraisal of the Company's business or values that might
arise in a negotiated transaction.

87
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

The following compares carrying values as shown for financial
reporting purposes with estimated fair values.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------
CARRYING ESTIMATED
VALUE FAIR VALUE
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Assets
Balance sheet financial assets:
Fixed maturities available for sale................. $ 275,563 $ 275,563
Equity securities................................... 33 33
Mortgage loans on real estate....................... 31,459 30,979
Short-term investments.............................. 12,631 12,631
Cash and cash equivalents........................... 5,839 5,839
Other receivables................................... 4,214 4,214
Separate account assets............................. 1,207,247 1,207,247
---------- ----------
1,536,986 1,536,506
Deferred policy acquisition costs.................... 11,468 --
Present value of in force acquired................... 83,051 --
Goodwill............................................. 38,665 --
Deferred income taxes on fair value adjustments...... -- 7,741
Non-financial assets................................. 3,095 3,095
---------- ----------
Total assets......................................... $1,673,265 $1,547,342
========== ==========
Liabilities and Stockholder's Equity
Balance sheet financial liabilities:
Future policy benefits (net of related policy
loans):
Annuity products................................... $ 280,076 $ 253,012
Interest sensitive life products................... 2,640 2,368
---------- ----------
282,716 255,380
Surplus note......................................... 25,000 28,878
Separate account liabilities......................... 1,207,247 1,119,158
---------- ----------
1,514,963 1,403,416
Non-financial liabilities............................ 17,818 17,818
---------- ----------
Total liabilities.................................... 1,532,781 1,421,234
Stockholder's equity................................. 140,484 126,108
---------- ----------
Total liabilities and stockholder's equity........... $1,673,265 $1,547,342
========== ==========
</TABLE>

The following methods and assumptions were used by the Company in
estimating fair values.

Fixed maturities: Estimated fair values of publicly traded
securities are as reported by an independent pricing service.
Estimated fair values of conventional mortgage-backed securities not
actively traded in a liquid market are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity securities: Estimated fair values of equity securities,
which consist of the Company's investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of the individual securities comprising the individual
portfolios underlying the separate accounts. For equity securities
not actively traded, estimated fair values are based upon values of
issues of comparable yield and quality.

Mortgage loans on real estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

88
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Short-term investments, cash and cash equivalents, and other
receivables: Carrying values reported in the Company's historical
cost basis balance sheet approximate estimated fair value for these
instruments, due to their short-term nature.

Deferred policy acquisition costs, present value of in force
acquired and goodwill: For historical cost purposes, the recovery of
policy acquisition costs and present value of in force acquired is
based on the realization, among other things, of future interest
spreads and gross premiums on in force business. Because these cash
flows are considered in the computation of the future policy benefit
cash flows, the deferred policy acquisition cost and present value
of in force acquired balances do not appear on the estimated fair
value balance sheet. Goodwill does not appear in the estimated fair
value balance sheet because no cash flows are related to this asset.

Separate account assets: Separate account assets represent the
estimated fair values of the underlying securities in the Company's
historical cost and estimated fair value basis balance sheets.

Future policy benefits: Estimated fair values of the Company's
liabilities for future policy benefits for the fixed interest
division of the variable products are based upon discounted cash
flow calculations. Cash flows of future policy benefits are
discounted using the market yield rate of the assets supporting
these liabilities. Estimated fair values are presented net of the
estimated fair value of corresponding policy loans due to the
interdependent nature of the cash flows associated with these items.

Surplus note: Estimated fair value of the Company's surplus note
was based upon discounted future cash flows using a discount rate
approximating the Company's return on invested assets.

Separate account liabilities: Separate account liabilities are
reported at full account value in the Company's historical cost
balance sheet. Estimated fair values of separate account liabilities
are based upon assumptions using an estimated long-term average
market rate of return to discount future cash flows. The reduction
in fair values for separate account liabilities reflect the present
value of future revenue from product charges, distribution fees or
surrender charges.

Deferred income taxes on fair value adjustments: Deferred income
taxes have been reported at the statutory rate for the differences
(except for those attributed to permanent differences) between the
carrying value and estimated fair value of assets and liabilities
set forth herein.

Non-financial assets and liabilities: Values are presented at
historical cost. Non-financial assets consist primarily of property
and equipment, receivable from the Separate Accounts and restricted
stock assets. Non-financial liabilities consist primarily of
outstanding checks, guaranty fund assessments payable, payables for
investments and suspense accounts.

At December 31, 1995, the carrying amounts reported for the
financial instruments consisting primarily of short-term
investments, policy loans, the adjustable principal amount
promissory note and insurance and annuity reserves approximate fair
value.

SFAS No. 107 and SFAS No. 119 require disclosure of estimated
fair value information about financial instruments, whether or not
recognized in the consolidated balance sheets, for which it is
practicable to estimate that value. In cases where quoted market
prices are not available, estimated fair values are based on
estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. In
that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many
cases, could not be realized in immediate settlement of the
instrument. The above presentation should not be viewed as an
appraisal as there are several factors, such as the fair value
associated with customer or agent relationships and other intangible
items, which

89
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

have not been considered. In addition, interest rates
and other assumptions might be modified if an actual appraisal were
to be performed. Accordingly, the aggregate estimated fair value
-----------------------------------------------
amounts presented herein are limited by each of these factors and do
- --------------------------------------------------------------------
not purport to represent the underlying value of the Company.
- -------------------------------------------------------------

5. ACQUISITION

Transaction: On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust, pursuant to the terms of the
Purchase Agreement dated as of May 3, 1996 between Equitable and
Whitewood. In exchange for the outstanding capital stock of BT
Variable, Equitable paid the sum of $93,000,000 in cash to Whitewood
in accordance with the terms of the Purchase Agreement. Equitable
also paid the sum of $51,000,000 in cash to Bankers Trust to retire
certain debt owed by BT Variable to Bankers Trust pursuant to a
revolving credit arrangement. Subsequent to the acquisition, the BT
Variable, Inc. name was changed to EIC Variable, Inc.

Accounting Treatment: The acquisition was accounted for as a
purchase resulting in a new basis of accounting, reflecting
estimated fair values for assets and liabilities at August 13, 1996.
The purchase price was allocated to the three companies purchased--
BT Variable, DSI and Golden American. Goodwill was established for
the excess of the acquisition cost over the fair value of the net
assets acquired and pushed down to Golden American. The acquisition
cost is preliminary with respect to the final settlement of taxes
with Bankers Trust and estimated expenses and, as a result, goodwill
may change. The allocation of the purchase price to Golden American
was approximately $139,872,000. The amount of goodwill relating to
the acquisition was $39,254,000 at the acquisition date and is being
amortized over 25 years on a straight line basis. The carrying value
of goodwill will be reviewed periodically for any indication of
impairment in value.

Pro Forma Information (Unaudited): The following pro forma
information is presented as if the acquisition had occurred on
January 1, 1995. The information is combined to reflect the purchase
accounting in the pre-acquisition periods of January 1, 1996 through
August 13, 1996 and for the year ended December 31, 1995. This
information is intended for informational purposes only and may not
be indicative of the Company's future results of operations.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------
1996 1995
------- -------
(DOLLARS IN
THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Revenues..................................................... $35,955 $25,149
Net income................................................... 799 1,093
</TABLE>

The primary pro forma effects are revised amortization of
deferred policy acquisition costs, present value of in force
acquired, unearned revenue, goodwill and the elimination of deferred
tax benefits.

Present Value of In Force Acquired: As part of the acquisition, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from the insurance contracts existing with
Golden American at the date of acquisition. This allocated cost
represents the present value of in force acquired ("PVIF") which
reflects the value of those purchased policies calculated by
discounting the actuarially determined expected future cash flows at
the discount rate determined by Equitable.

90
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

An analysis of the PVIF asset is as follows:

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
-----------------|-----------------------------------------
FOR THE PERIOD |FOR THE PERIOD
AUGUST 14, 1996 |JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996|AUGUST 13, 1996 1995 1994
-----------------|--------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Beginning balance.................... $85,796 | $ 6,057 $ 7,620 $ 9,784
Imputed interest..................... 2,465 | 273 548 696
Amortization......................... (5,210) | (1,224) (2,100) (2,860)
Adjustment for unrealized gains on |
available for sale securities...... -- | 11 (11) --
------- | ------- ------- -------
Ending balance....................... $83,051 | $ 5,117 $ 6,057 $ 7,620
======= | ======= ======= =======
</TABLE>

Pre-Acquisition PVIF represents the remaining value assigned to
in force contracts when Bankers Trust purchased Golden American from
Mutual Benefit on September 30, 1992. See Note 8, contingent
liability for additional information.

Interest is imputed on the unamortized balance of PVIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through December
31, 1996. PVIF is charged to expense and adjusted for the unrealized
gains (losses) on available for sale securities. Based on current
conditions and assumptions as to the future events on acquired
policies in force, the expected approximate net amortization for the
next five years, relating to the balance of the PVIF as of December
31, 1996, is as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
1997.................................................. $9,664
1998.................................................. 10,109
1999.................................................. 9,243
2000.................................................. 7,919
2001.................................................. 6,798
</TABLE>

6. INCOME TAXES

The Company files a federal income tax return separate from its
parent company. Under the Internal Revenue Service Code, a newly
acquired insurance company must file a separate return for 5 years.
Deferred income taxes have been established based upon the temporary
differences, the reversal of which will result in taxable or
deductible amounts in future years when the related asset or
liability is recovered or settled.

At December 31, 1995 and 1994, Golden American had net operating
loss ("NOL") carryforwards for federal income tax purposes of
approximately $22,600,000 and $17,400,000, respectively. As a result
of the election made in connection with the acquisition, the Company
will be treated as a new taxpayer commencing on August 14, 1996. For
the period August 14, 1996 through December 31, 1996, the Company
incurred a NOL of $4,725,000.

91
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Income Tax Expense: Income tax expenses (credits) are included in
the consolidated financial statements as follows:

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | ---------------
FOR THE PERIOD | FOR THE PERIOD
AUGUST 14, 1996 | JANUARY 1, 1996
THROUGH | THROUGH AUGUST
DECEMBER 31, 1996 | 13, 1996
----------------- | ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Taxes provided in consolidated statements of income--deferred.. $220 | $(1,463)
Taxes provided in consolidated statement of changes in |
stockholder's equity on unrealized gains--deferred........... 145 | --
---- | -------
$365 | $(1,463)
==== | =======
</TABLE>

Income tax expense (credits) attributed to realized gains and
losses on investments amounted to $15,000 and $(147,000) and for the
periods August 14, 1996 through December 31, 1996, and January 1,
1996 through August 13, 1996, respectively. The effective tax rate
on income before income taxes and equity income (loss) is different
from the prevailing federal income tax rate as follows:

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
----------------- | -----------------------------------------
FOR THE PERIOD | FOR THE PERIOD
AUGUST 14, 1996 | JANUARY 1, 1996 YEAR ENDED YEAR ENDED
THROUGH | THROUGH AUGUST DECEMBER 31, DECEMBER 31,
DECEMBER 31, 1996 | 13, 1996 1995 1994
----------------- | --------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Income before income taxes........... $570 | $ 1,736 $3,364 $2,222
Income tax at federal statutory rate. 200 | 607 1,177 778
Tax effect (decrease) of: |
Realization of NOL carryforwards.... -- | (1,214) -- --
Dividends received deduction........ -- | -- (350) (368)
Other items......................... 20 | -- 17 (210)
Valuation allowance................. -- | (856) (844) (200)
---- | ------- ------ ------
Income tax expense (benefit)......... $220 | $(1,463) $ -- $ --
==== | ======= ====== ======
</TABLE>

92
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Deferred Income Taxes: The tax effect of temporary differences
giving rise to the Company's deferred income tax assets and
liabilities at December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
---------------- | ---------------
December 31, 1996 | 1995
- ------------ ----------------- |----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deferred tax assets: |
Future policy benefits......................................... $19,102 | $15,520
Deferred policy acquisition costs.............................. 1,985 | 3,666
Goodwill....................................................... 5,918 | --
Net operating loss carryforwards............................... 1,653 | 7,891
Other.......................................................... 235 | 57
------- | -------
28,893 | 27,134
Deferred tax liabilities: |
Net unrealized appreciation of available for sale fixed |
maturity securities......................................... 145 | --
Deferred policy acquisition costs.............................. -- | 23,560
Unamortized cost assigned to present value of in force acquired 29,068 | 2,120
Other.......................................................... 45 | 598
------- | -------
29,258 | 26,278
Valuation allowance, for deferred tax assets.................... -- | (856)
------- | -------
Deferred income tax liability................................... $ 365 | $ --
======= | =======
</TABLE>

7. RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended) of the variable insurance products issued by Golden
American which as of December 31, 1996 are sold primarily through
two broker/dealer institutions. For the periods August 14, 1996,
through December 31, 1996 and January 1, 1996 through August 13,
1996, Golden American paid commissions to DSI totaling $9,995,000
and $17,070,000, respectively. For the years ended December 31,
1995, and 1994, commissions paid by Golden American to DSI
aggregated $8,440,000 and $17,569,000, respectively.

Golden American charged DSI for various expenses and all other
general and administrative costs, first on the basis of direct
charges when identifiable, with the remainder allocated based on the
estimated amount of time spent by Golden American's employees on
behalf of DSI. For the year ended December 31, 1994 expenses
allocated to DSI were $1,983,000.

Golden American provides certain managerial and supervisory
services to DSI. In 1996 and 1995, this fee was calculated as a
percentage of average assets in the variable separate accounts. For
the periods August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996 the fee was $877,000 and $1,390,000,
respectively. This fee was $987,000 for 1995.

On August 14, 1996, the Company began purchasing investment
management services from an affiliate. Payments for these services
totaled $72,000 through December 31, 1996. On August 14, 1996, all
employees of Golden American, except wholesalers, became statutory
employees of Equitable Life Insurance Company of Iowa, an affiliate.

Surplus Note: On December 17, 1996, Golden American issued a
surplus note in the amount of $25,000,000 to Equitable. The note
matures on December 17, 2026 and will accrue interest of 8.25% per

93
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

annum until paid. The note and accrued interest thereon shall be
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance
Commissioner. On December 17, 1996, Golden American contributed the
$25,000,000 to First Golden acquiring 200,000 shares of common stock
(100% of outstanding stock) of First Golden.

Line of Credit: Golden American maintains a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under the current
agreement, which became effective December 1, 1996 and expires on
December 31, 1997, Golden American can borrow up to $25,000,000.
Interest on any borrowings is charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%. For
the period August 14 through December 31, 1996, the Company paid
$85,000 of interest under this agreement. At December 31, 1996, no
amounts were outstanding under this agreement.

Short-term Debt: All short-term debt was repaid as of December
30, 1994. Interest paid during 1994 was $1,962,000. The repayment of
amounts under this loan had been guaranteed by Bankers Trust.

Stockholder's Equity: On September 23, 1996, EIC Variable, Inc.
(formally known as BT Variable, Inc.) contributed $50,000,000 of
Preferred Stock to the Company's additional paid-in capital.

8. COMMITMENTS AND CONTINGENCIES

Contingent Liability: In a transaction that closed on September
30, 1992, Bankers Trust Company ("Bankers Trust") acquired from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit"), in accordance with the terms of an Exchange Agreement,
all of the issued and outstanding capital stock of Golden American
and DSI and certain related assets for consideration with an
aggregate value of $13,200,000 and contributed them to BT Variable.
The transaction involved settlement of pre-existing claims of
Bankers Trust against Mutual Benefit. The ultimate value of these
claims has not yet been determined by the Superior Court of New
Jersey and, prior to August 13, 1996, was contingently supported by
a $5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust had estimated
that the contingent liability due from Golden American amounted to
$439,000 at August 13, 1996 and December 31, 1995. At August 13,
1996 the balance of the escrow account established to fund the
contingent liability was $4,293,000 ($4,150,000 at December 31,
1995).

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In exchange,
Golden American irrevocably assigned to Bankers Trust all of Golden
American's rights to receive any amounts to be disbursed from the
escrow account in accordance with the terms of the Exchange
Agreement. Bankers Trust also irrevocably agreed to make all
payments becoming due under the Golden American note and to
indemnify Golden American for any liability arising from the note.

Reinsurance: At December 31, 1996, Golden American had
reinsurance treaties with reinsurers covering a significant portion
of the mortality risks under its variable contracts with
unaffiliated reinsurers. Golden American remains liable to the
extent its reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance in force for life mortality
risks were $58,368,000 and $24,709,000 at December 31, 1996 and
1995. Included in the accompanying financial statements are net
considerations to reinsurers of $875,000, $600,000, $2,800,000 and
$2,400,000 and net policy benefits recoveries of $654,000,
$1,267,000, $3,500,000 and $1,900,000 for the periods August 14,
1996 through December 31, 1996, and January 1, 1996 through August
13, 1996 and the years ended 1995 and 1994, respectively.

94
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $10,000 and $56,000 for the
periods August 14, 1996 through December 31, 1996 and January 1,
1996 through December 31, respectively. In 1995 and 1994, net income
was reduced by $109,000 and $27,000, respectively.

Guaranty Fund Assessments: Assessments are levied on the Company
by life and health guaranty associations in most states in which the
Company is licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Company cannot predict whether and to what extent legislative
initiatives may affect the right to offset. Based upon information
currently available from the National Organization of Life and
Health Insurance Guaranty Associations (NOLHGA), the Company
believes that it is probable these insolvencies will result in
future assessments which could be material to the Company's
financial statements if the Company's reserve is not sufficient. The
Company regularly reviews its reserve for these insolvencies and
updates its reserve based upon the Company's interpretation of
information from the NOLHGA annual report. The associated cost for a
particular insurance company can vary significantly based upon its
fixed account premium volume by line of business and state premiums
levels as well as its potential for premium tax offset. Accordingly,
the Company accrued and charged to expense an additional $291,000
for the period August 14, 1996 through December 31, 1996 and
$480,000 for the period January 1, 1996 through August 13, 1996. At
December 31, 1996, the Company has an undiscounted reserve of
$771,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $3,000 for assessments paid which may be recoverable
through future premium tax offsets. The Company believes this
reserve is sufficient to cover expected future insurance guaranty
fund assessments, based upon previous premium levels, and known
insolvencies at this time.

Litigation: In the ordinary course of business, the Company is
engaged in litigation, none of which management believes is
material.

Vulnerability from Concentrations: The Company has various
concentrations in its investment portfolio (see Note 3 for further
information). The Company's asset growth, net investment income and
cash flow are primarily generated from the sale of variable products
and associated future policy benefits and separate account
liabilities. A significant portion of the Company's sales are
generated by two broker/dealers. Substantial changes in tax laws
that would make these products less attractive to consumers, extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed, could cause a severe
impact to the Company's financial condition.

Other Commitments: At December 31, 1996, outstanding commitments
to fund mortgage loans on real estate totaled $14,250,000.

95
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96
<PAGE>
<PAGE>

____________________________________________________________________

STATEMENT OF ADDITIONAL INFORMATION

____________________________________________________________________

TABLE OF CONTENTS

ITEM PAGE

Introduction . . . . . . . . . . . . . . . . 1
Description of Golden American Life
Insurance Company . . . . . . . . . . . . 1
Safekeeping of Assets . . . . . . . . . . . 1
The Administrator . . . . . . . . . . . . . 1
Independent Auditors . . . . . . . . . . . . 2
Distribution of Contracts . . . . . . . . . 2
Performance Information . . . . . . . . . . 3
IRA Partial Withdrawal Option . . . . . . . 9
Other Information . . . . . . . . . . . . . 9
Unaudited Financial Statements of Separate
Account B . . . . . . . . . . . . . . . . 10
Financial Statements of Separate Account B . 10
Financial Statements of The Managed Global
Account of Separate Account D . . . . . . 10
Appendix - Description of Bond Ratings . . . A-1

STATEMENT OF ADDITIONAL INFORMATION
____________________________________________________________________

Please tear off, complete and return the form below to order a free
statement of additional information for the contracts offered under
the prospectus. Address the form to our customer service center; the
address is shown on the cover.

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

Please send me a free copy of the Statement of Additional
Information for Separate Account B

PLEASE PRINT OR TYPE:

NAME: _________________________________________

SOCIAL SECURITY NUMBER: _________________________________________

STREET ADDRESS: _________________________________________

CITY, STATE, ZIP: _________________________________________

(IN G3710 ACCESS (2/98)

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<PAGE>

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<PAGE>
<PAGE>
APPENDIX A

MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT

Assume $100,000 was allocated to a Fixed Allocation with a
Guarantee Period of ten years, a Guaranteed Interest Rate of 7.50%,
an initial Index Rate ("I") of 7.00%; that a full surrender is
requested three years into the Guarantee Period; that the then Index
Rate for a seven year Guarantee Period ("J") is 8.0%; and that no
prior transfers or partial withdrawals affecting this Fixed
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The Accumulation Value of the Fixed Allocation on the date of
surrender is $124,230
( $100,000 X 1.075 ^ 3 )
2. N = 2,555 ( 365 X 7 )
3. Market Value Adjustment = $124,230 X
(( 1.07 / 1.0825 ) ^ ( 2,555 / 365 ) - 1 ) = $9,700

Therefore, the amount paid to you on full surrender is $114,530
( $124,230 - $9,700 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT

Assume $100,000 was allocated to a Fixed Allocation with a
Guarantee Period of ten years, a Guaranteed Interest Rate of 7.5%,
an initial Index Rate ("I") of 7.00%; that a full surrender is
requested three years into the Guarantee Period; that the then Index
Rate for a seven year Guarantee Period ("J") is 6.0%; and that no
prior transfers or partial withdrawals affecting this Fixed
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The Accumulation Value of the Fixed Allocation on the date of
surrender is $124,230
( $100,000 X 1.075 ^ 3 )
2. N = 2,555 ( 365 X 7 )
3. Market Value Adjustment = $124,230 X
(( 1.07 / 1.0625 ) ^ ( 2,555 / 365 ) - 1 ) = $6,270

Therefore, the amount paid to you on full surrender is $130,500
( $124,230 + $6,270 ).

EXAMPLE #3: PARTIAL WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT

Assume $200,000 was allocated to a Fixed Allocation with a
Guarantee Period of ten years, a Guaranteed Interest Rate of 7.5%,
an initial Index Rate ("I") of 7.00%; that a partial withdrawal of
$114,530 is requested three years into the Guarantee period; that
the then Index Rate ("J") for a seven year Guarantee Period is 8.0%;
and that no prior transfers or partial withdrawals affecting this
Fixed Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed
Allocation to provide the amount requested.

1. The Accumulation Value of the Fixed Allocation on the date of
withdrawal is $248,459
( $200,000 X 1.075 ^ 3 )
2. N = 2,555 ( 365 X 7 )
3. Amount that must be withdrawn =
(( $114,530 / ( 1.07 / 1.0825 ) ^ ( 2,555 / 365 )) = $124,230

Then calculate the Market Value Adjustment on that amount

4. Market Value Adjustment = $124,230 X
(( 1.07 / 1.0825 ) ^ ( 2,555 / 365 ) - 1 ) = $9,700

Therefore, the amount of the partial withdrawal paid to you is
$114,530, as requested. The Fixed Allocation will be reduced by the
amount of the partial withdrawal, $114,530, and also reduced by the
Market Value Adjustment of $9,700, for a total reduction in the
Fixed Allocation of $124,230.

A1
<PAGE>
<PAGE>

EXAMPLE #4: PARTIAL WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT

Assume $200,000 was allocated to a Fixed Allocation with a
Guarantee Period of ten years, a Guaranteed Interest Rate of 7.5%,
an initial Index Rate of 7.0%; that a partial withdrawal of $130,500
requested three years into the Guarantee Period; that the then Index
Rate ("J") for a seven year Guarantee Period is 6.0%; and that no
prior transfers or partial withdrawals affecting this Fixed
Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed
Allocation to provide the amount requested.

1. The Accumulation Value of Fixed Allocation on the date of
surrender is $248,459
( $200,000 X 1.075 ^ 3 )
2. N = 2,555 ( 365 X 7 )
3. Amount that must be withdrawn =
(( $130,500 / ( 1.07 / 1.0625 ) ^ ( 2,555 / 365 )) = $124,230

Then calculate the Market Value Adjustment on that amount

4. Market Value Adjustment = $124,230 X
(( 1.07 / 1.0625 ) ^ ( 2,555 / 365 ) - 1 ) = $6,270

Therefore, the amount of the partial withdrawal paid to you is
$130,500, as requested. The Fixed Allocation will be reduced by the
amount of the partial withdrawal, $130,500, but increased by the
Market Value Adjustment of $6,270, for a total reduction in the
Fixed Allocation of $124,230.

A2
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a
stock company domiciled in Wilmington, Delaware

IN G3710 ACCESS 2/98

<PAGE>
<PAGE>
PART II

<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of
Directors and Officers of the Registrant are applicable:

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
INCORPORATORS

Delaware General Corporation Law, Title 8, Section 145
provides that corporations incorporated in Delaware may
indemnify their officers, directors, employees or agents
for threatened, pending or past legal action by reason
of the fact he/she is or was a director, officer,
employee or agent. Such indemnification is provided for
under the Company's By-Laws under Article VI.
Indemnification includes all liability and loss suffered
and expenses (including attorneys' fees) reasonably
incurred by such indemnitee. Prepayment of expenses is
permitted, however, reimbursement is required if it is
ultimately determined that indemnification should not
have been given.

DIRECTORS' AND OFFICERS' INSURANCE

The directors, officers, and employees of the
registrant, in addition to the indemnifications
described above, are indemnified through the blanket
liability insurance policy of Registrant's ultimate
parent, ING Groep, N.V., or directly by Equitable of
Iowa Companies, Inc. for liabilities not covered through
the indemnification provided under the By-Laws.

SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION

Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant 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
Registrant 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.

<PAGE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

1 Underwriting Agreement Between Golden American Life
Insurance Company and Directed Services, Inc. (1)

3(a) Articles of Incorporation of Golden American Life
Insurance Company. (1)

3(b) (i) By-laws of Golden American Life Insurance
Company. (1)

(ii) By-laws of Golden American Life Insurance
Company, as amended. (1)

(iii) Certificate of Amendment of the By-laws of MB
Variable Life Insurance Company, as amended. (1)

(iv) By-laws of Golden American, as amended
(12/21/93). (1)

4(a) Individual Deferred Variable and Fixed Annuity
Contract.

4(b) Group Deferred Variable and Fixed Annuity Contract.

4(c) Individual Deferred Variable Annuity Contract.

4(d) Individual Retirement Annuity Rider Page. (1)

4(e) Individual Deferred Combination Variable and Fixed
Annuity Application. (1)

4(f) Group Deferred Combination Variable and Fixed
Annuity Enrollment Form. (1)

4(g) Individual Deferred Variable Annuity Application. (1)

4(h) Roth Individual Retirement Annuity Rider.

5 Opinion and Consent of Myles R. Tashman, Esq.

23(a) Consent of Sutherland, Asbill & Brennan LLP.

23(b) Consent of Ernst & Young LLP, independent auditors.

24 Powers of Attorney.

27 Financial Data Schedule.

(1) Incorporated herein by reference to Amendment No. 1 to this Registration
Statement for Golden American filed with the Securities and Exchange
Commission on September 24, 1997 (File No. 333-28765).

<PAGE>
<PAGE>
(b) FINANCIAL STATEMENT SCHEDULE.

(1) All financial statements are included in the Prospectus
as indicated therein
(2) Schedules I, III and IV follow:

SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)

Balance
Sheet
December 31, 1996 Cost 1 Value Amount
_______________________________________________________________________________
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States Government and govern-
mental agencies and authorities $73,984 $73,857 $73,857
Public utilities 35,893 36,048 36,048
Investment grade corporate 134,487 134,607 134,607
Below investment grade corporate 25,921 26,114 26,114
Mortgage-backed securities 4,868 4,937 4,937
___________ ___________ ___________
Total fixed maturities, available
for sale 275,153 275,563 275,563

Equity securities:
Common stocks: industrial, miscel-
laneous and all other 36 33 33

Mortgage loans on real estate 31,459 31,459
Policy loans 4,634 4,634
Short-term investments 12,631 12,631
___________ ___________
Total investments $323,913 $324,320
=========== ===========
<FN>
Note 1: Cost is defined as original cost for stocks and other invested assets,
amortized cost for bonds and unpaid principal for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums
and accrual of discounts.
</TABLE>

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)

<TABLE>
<CAPTION>
Column Column Column Column Column Column
A B C D E F
________________________________________________________________________________
Future
Policy Other
De- Benefits, Policy
ferred Losses, Claims Insur-
Policy Claims Un- and ance
Acqui- and earned Bene- Premiums
sition Loss Revenue fits and
Segment Costs Expenses Reserve Payable Charges
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
POST-ACQUISITION
________________________________________________________________________________
Period August 14, 1996
through December 31, 1996:
Life insurance $11,469 $285,287 $2,063 -- $8,768

PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:
Life insurance 85,265 176,914 8,826 -- 12,259

Year ended December 31, 1995:
Life insurance 67,314 33,673 6,556 -- 18,388

Year ended December 31, 1994:
Life insurance 60,662 1,051 1,759 -- 17,519
</TABLE>

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
(Dollars in thousands)

<TABLE>
<CAPTION>
Column Column Column Column Column Column
A G H I J K
________________________________________________________________________________

Amorti-
Benefits zation
Claims, of
Losses Deferred
Net and Policy Other
Invest- Settle- Acqui- Opera-
ment ment sition ting Premiums
Segment Income Expenses Costs Expenses Written
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
POST-ACQUISITION
________________________________________________________________________________
Period August 14, 1996
through December 31, 1996:
Life insurance $5,795 $7,003 $244 $8,066 --

PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:
Life insurance 4,990 5,270 2,436 8,847 --

Year ended December 31, 1995:
Life insurance 2,818 3,146 2,710 13,333 --

Year ended December 31, 1994:
Life insurance 560 35 4,608 9,317 --
</TABLE>

SCHEDULE IV
REINSURANCE
GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
_______________________________________________________________________________
Percentage
Ceded to Assumed of Amount
Gross Other from Other Net Assumed
Amount Companies Companies Amount to Net
_______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
At December 31, 1996:
Life insurance in
force $86,192,000 $58,368,000 -- $27,824,000 --
============ ============ ========= ============ ==========
At December 31, 1995:
Life insurance in
force $38,383,000 $24,709,000 -- $13,674,000 --
============ ============ ========= ============ ==========
At December 31, 1994:
Life insurance in
force $30,227,000 $23,061,000 -- $7,166,000 --
============ ============ ========= ============ ==========
</TABLE>

<PAGE>
<PAGE>
ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

<PAGE>
<PAGE>
SIGNATURES

As required by the Securities Act of 1933, the Registrant has
duly caused this amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington and State of Delaware,
on the 11th of February, 1998.

GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Registrant)

By:
------------------------
Terry L. Kendall*
President and Chief
Executive Officer
Attest: /s/Marilyn Talman
----------------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on February 11, 1998.

Signature Title

President, Director
- -------------------- and Chief Executive
Terry L. Kendall* Officer of Depositor

Senior Vice President,
- -------------------- Director and Chief
Susan B. Watson* Financial Officer

DIRECTORS OF DEPOSITOR

- ---------------------- -----------------------
Paul E. Larson* Beth B. Neppl*

- ---------------------- -----------------------
Myles R. Tashman* Paul R. Schlaack*

By: /s/ Marilyn Talman, Attorney-in-Fact
------------------------------------------
Marilyn Talman

_________________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
<PAGE>
<PAGE>

EXHIBIT INDEX

ITEM EXHIBIT PAGE #

4(a) Individual Deferred Variable and Fixed Annuity EX-4.A
Contract.

4(b) Group Deferred Variable and Fixed EX-4.B
Annuity Contract.

4(c) Individual Deferred Variable Annuity Contract EX-4.C

4(h) ROTH Individual Retirement Annuity Rider EX-4.H

5 Opinion and Consent of Myles R. Tashman, Esq. EX-5

23(a) Consent of Sutherland, Asbill & Brennan LLP EX-23.A

23(b) Consent of Ernst & Young LLP, independent auditors. EX-23.B

24 Powers of Attorney. EX-24

27 Financial Data Schedule. EX-27
<PAGE>
<PAGE>

<PAGE>
<PAGE>
EXHIBIT 4(a)
GOLDEN DEFERRED COMBINATION
AMERICAN VARIABLE AND FIXED
LIFE INSURANCE ANNUITY CONTRACT
COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE.
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
GOLDEN INVESTORS TRUST G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
This is a legal Contract between its Owner and us. PLEASE READ IT CAREFULLY.
In this contract YOU or YOUR refers to the Owner shown above. WE, OUR or US
refers to Golden American Life Insurance Company. You may allocate this
Contract's Accumulation Value among the Variable Separate Account, the General
Account and the Fixed Account shown in the Schedule.

If this Contract is in force, we will make income payments to you starting on
the Annuity Commencement Date. If the Owner dies prior to the Annuity
Commencement Date, we will pay a death benefit to the Beneficiary. The amount
of such benefits is subject to the terms of this Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A VARIABLE
SEPARATE ACCOUNT, MAY INCREASE OR DECREASE, DEPENDING ON THE CONTRACT'S
INVESTMENT RESULTS. ALL PAYMENTS AND VALUES, WHEN BASED ON THE FIXED ACCOUNT,
MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE
SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE.

RIGHT TO EXAMINE THIS CONTRACT: YOU MAY RETURN THIS CONTRACT TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE
IT. IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED. UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE,
ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE
DEDUCTED AS OF THE DATE THE RETURNED CONTRACT IS RECEIVED BY US.

Customer Service Center Secretary:
1001 Jefferson Street, Suite 400
Wilmington, Delaware 19801
President:

- ------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

GA-IA-1034-02/97
<PAGE>
<PAGE>
CONTRACT CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CONTRACT BENEFITS............... 14

PAYMENT AND INVESTMENT INFORMATION.3A CASH VALUE BENEFIT
THE VARIABLE SEPARATE ACCOUNTS.....3B PARTIAL WITHDRAWAL OPTION
THE GENERAL ACCOUNT................3C PROCEEDS PAYABLE TO THE BENEFICIARY
CONTRACT FACTS.....................3D
CHARGES AND FEES...................3E
INCOME PLAN FACTORS................3F CHOOSING AN INCOME PLAN......... 16

IMPORTANT TERMS .................... 4

INTRODUCTION TO THIS CONTRACT....... 6 ANNUITY BENEFITS
ANNUITY COMMENCEMENT DATE SELECTION
THE CONTRACT FREQUENCY SELECTION
THE OWNER THE INCOME PLAN
THE ANNUITANT THE ANNUITY OPTIONS
THE BENEFICIARY PAYMENT WHEN NAMED PERSON DIES
CHANGE OF OWNER OR BENEFICIARY
OTHER IMPORTANT INFORMATION..... 18
PREMIUM PAYMENTS AND ALLOCATION
CHANGES........................... 8
SENDING NOTICE TO US
INITIAL PREMIUM PAYMENT REPORTS TO OWNER
ADDITIONAL PREMIUM PAYMENT OPTION ASSIGNMENT - USING THIS CONTRACT
YOUR RIGHT TO CHANGE ALLOCATION OF AS COLLATERAL SECURITY
ACCUMULATION VALUE CHANGING THIS CONTRACT
WHAT HAPPENS IF A VARIABLE SEPARATE CONTRACT CHANGES - APPLICABLE
ACCOUNT DIVISION IS NOT AVAILABLE TAX LAW
MISSTATEMENT OF AGE OR SEX
NON-PARTICIPATING
HOW WE MEASURE THE CONTRACT'S PAYMENTS WE MAY DEFER
ACCUMULATION VALUE................ 9 AUTHORITY TO MAKE AGREEMENTS
REQUIRED NOTE ON OUR COMPUTATIONS
THE VARIABLE SEPARATE ACCOUNTS
THE GENERAL ACCOUNT
VALUATION PERIOD
ACCUMULATION VALUE
ACCUMULATION VALUE IN EACH DIVISION
MEASUREMENT OF INVESTMENT EXPERIENCE
CHARGES DEDUCTED FROM ACCUMULATION VALUE
ON EACH CONTRACT PROCESSING DATE

Copies of any application and any additional Riders and Endorsements are at
the back of this CONTRACT.

THE SCHEDULE

The Schedule gives specific facts about this Contract and its coverage.
Please refer to the Schedule while reading this Contract.

2
<PAGE>
<PAGE>
THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
Golden Investors Trust G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

PERCENTAGE OF
DIVISIONS ACCUMULATION VALUE
--------- ------------------
[Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Hard Assets 5%
Emerging Markets 5%
Limited Maturity Bond 5%
Liquid Asset 5%
Value Equity 5%
Strategic Equity 5%
Managed Global 5%
Fixed Allocation - 1 Year 5%
------------------------- ---
Total 100%
===== ====

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment which
may be made is [$500.00].]

[In no event may you contribute to your IRA for the taxable year in which you
attain age 70 1/2 and thereafter (except for rollover contributions). The
minimum additional payment which may be made is [$250.00].]

3A1
<PAGE>
<PAGE>
THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

- ------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any one time
is [sixteen]. You are allowed unlimited allocation changes per Contract Year
without charge. We reserve the right to impose a charge for any allocation
change in excess of [twelve] per Contract Year. The Excess Allocation Charge
is shown in the Schedule. Allocations into and out of the Guaranteed Interest
Divisions are subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

You may request allocation changes by telephone during our telephone request
business hours. You may call our Customer Service Center at 1-800-366-0066 to
make allocation changes by using the personal identification number you will
receive. You may also mail any notice or request for allocation changes to
our Customer Service Center at the address shown on the cover page.

3A2
<PAGE>
<PAGE>
THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Separate Account B (the "Account") is a unit investment trust Separate
Account, organized in and governed by the laws of the State of Delaware, our
state of domicile. The Account is divided into Divisions. Each Division
listed below invests in shares of the mutual fund portfolio (the "Series")
designated. Each portfolio is a part of The GCG Trust managed by Directed
Services, Inc.

SERIES SERIES
------ ------
[Multiple Allocation Hard Assets
Fully Managed Emerging Markets
Value Equity Limited Maturity Bond
Small Cap Liquid Assets
Capital Appreciation Strategic Equity
Rising Dividend Managed Global
All-Growth Growth Opportunities
Real Estate Developing World]

Each Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. Each portfolio is a part of the Equi-Select Series
Trust managed by Equitable Investment Services, Inc.

PORTFOLIO
---------
[OTC
Growth & Income
Value + Growth
Research
Total Return]

3B
<PAGE>
<PAGE>
THE SCHEDULE
THE GENERAL ACCOUNT
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[GUARANTEED INTEREST DIVISION
A Guaranteed Interest Division provides an annual minimum interest rate of
3%. At our sole discretion, we may periodically declare higher interest
rates for specific Guarantee Periods. Such rates will apply to periods
following the date of declaration. Any declaration will be by class and will
be based on our future expectations.

LIMITATIONS OF ALLOCATIONS
We reserve the right to restrict allocations into and out of the General
Account. Such limits may be dollar restrictions on allocations into the
General Account or we may restrict reallocations into the General Account.

TRANSFERS FROM A GUARANTEED INTEREST DIVISION
We currently require that an amount allocated to a Guarantee Period not be
transferred until the Maturity Date, except pursuant to our published rules.
We reserve the right not to allow amounts previously transferred from a
Guaranteed Interest Division to the Variable Separate Account Divisions or to
a Fixed Allocation to be transferred back to a Guaranteed Interest Division
for a period of at least six months from the date of transfer.]

3C
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CONTRACT PROCESSING DATE
The Contract Processing Date for your Contract is [April 1] of each year.

SPECIALLY DESIGNATED DIVISIONS
When a distribution is made from an investment portfolio underlying a
Variable Separate Account Division in which reinvestment is not available, we
will allocate the amount of the distribution to the [Liquid Asset Division]
unless you specify otherwise.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Contract Year is described
below. In no event may a Partial Withdrawal exceed 90% of the Cash Surrender
Value. After a Partial Withdrawal, the remaining Accumulation Value must be
at least $100 to keep the Contract in force.

CONVENTIONAL PARTIAL WITHDRAWALS

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
unless withdrawn from a Fixed Allocation within 30 days prior to the Maturity
Date.

SYSTEMATIC PARTIAL WITHDRAWALS
Systematic Partial Withdrawals may be taken on a monthly, quarterly or annual
basis. You select the day withdrawals will be made, but no later than the
28th day of the month.

Minimum Withdrawal Amount: $100.
Maximum Withdrawal Amount:

Variable Separate Account Divisions: 1.25% monthly, 3.75% quarterly or 15%
annually of Accumulation Value.
Fixed Allocations and
Guaranteed Interest Divisions: Interest earned on a Fixed Allocation
or Guaranteed Interest Division for
the prior month, quarter or year
(depending on the frequency selected).

Systematic Partial Withdrawals from Fixed Allocations are not subject to a
Market Value Adjustment.

[IRA PARTIAL WITHDRAWALS FOR QUALIFIED PLANS ONLY
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual basis.
A minimum withdrawal of $100.00 is required. You select the day the
withdrawals will be made, but no later than the 28th day of the month. If
you do not elect a day, the Contract Date will be used. Systematic Partial
Withdrawals and Conventional Partial Withdrawals are not allowed when IRA
Partial Withdrawals are being taken. An IRA Partial Withdrawal in excess of
the maximum amount allowed under the Systematic Partial Withdrawal option may
be subject to a Market Value Adjustment.]

3D1
<PAGE>
<PAGE>
THE SCHEDULE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[IF DEATHBEN = "1": The Death Benefit is the greatest of (i) the
Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
Surrender Value, and (iv) the sum of premiums paid, less any Partial
Withdrawals.
IF DEATHBEN = "2": The Death Benefit is the greatest of (i) the Accumulation
Value, (ii) the Guaranteed Death Benefit, (iii) the Cash Surrender Value, and
(iv) the sum of premiums paid, less any Partial Withdrawals.
IF DEATHBEN = "3": The Death Benefit is the greatest of (i) the Cash
Surrender Value, (ii) the Accumulation Value, (iii) the sum of the premiums
paid, less any Partial Withdrawals.]

GUARANTEED DEATH BENEFIT
On the Contract Date, the Guaranteed Death Benefit is the initial premium.
On subsequent Valuation Dates, the Guaranteed Death Benefit is calculated as
follows:

[IF DEATHBEN = "1": OPTION 1:
(1) Start with the Guaranteed Death Benefit from the prior Valuation Date;
(2) Calculate interest on (1) for the current Valuation Period at the
Guaranteed Death Benefit Interest Rate;
(3) Add (1) and (2);
(4) Add any additional premiums paid during the current Valuation Period to
(3);
(5) Subtract Partial Withdrawals made during the current Valuation Period
from (4);

Each accumulated initial or additional premium payment, reduced by any
Partial Withdrawals (including any associated Market Value Adjustment
incurred) allocated to such premium, will continue to grow at the Guaranteed
Death Benefit Interest Rate until reaching its Maximum Guaranteed Death
Benefit.

GUARANTEED DEATH BENEFIT INTEREST RATE
The Guaranteed Death Benefit is accumulated at a rate of 7% compounded
annually, except:
(1) Amounts in the Liquid Asset Division are accumulated at the net rate of
return for the Liquid Asset Division during the current Valuation Period
if less than 7%; and
(2) Amounts in the Limited Maturity Bond Division are accumulated at the net
rate of return for the Limited Maturity Bond Division during the current
Valuation Period if less than 7%; and
(3) Amounts in a Fixed Allocation and Guaranteed Interest Division are
accumulated at the interest rate being credited to such Fixed Allocation
or Guaranteed Interest Division during the current Valuation Period if
less than 7%.

MAXIMUM GUARANTEED DEATH BENEFIT
The Maximum Guaranteed Death Benefit is initially equal to two times the
initial or additional premium paid. Thereafter, the Maximum Guaranteed Death
Benefit as of the effective date of a Partial Withdrawal is reduced first by
the amount of any Partial Withdrawal representing earnings and second in
proportion to the reduction in Accumulation Value for any Partial Withdrawal
representing premium (in each case, including any associated Market Value
Adjustment incurred).]

[IF DEATHBEN = "2": OPTION 2:
(1) Start with the Guaranteed Death Benefit from the prior Valuation Date;
(2) Add to (1) any additional premium paid since the prior Valuation Date
and subtract from (1) any Partial Withdrawals taken since the prior
Valuation Date;

3D2
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CHANGE OF OWNER

A change of Owner will result in recalculation of the death benefit and
Guaranteed Death Benefit. As of the date of change, we will use the
Accumulation Value of the Contract, for the purpose of such recalculation
only, as the initial premium to determine a new Guaranteed Death Benefit for
this Contract. The new Owner's age at the time of the change will be used as
the basis for this calculation. The new Owner's death will determine when a
death benefit is payable.

[IF DEATHBEN = "1": If the new Owner's age is less than or equal to 75, the
Guaranteed Death Benefit Option in effect prior to the change of Owner will
remain in effect. If the new Owner's age is greater than 75, the Guaranteed
Death Benefit will be zero and the Death Benefit will be the greater of the
Cash Surrender Value, the Accumulation Value, and the sum of the premiums
paid, less any Partial Withdrawals.

IF DEATHBEN = "2": If the new Owner's age is less than or equal to 79, the
Guaranteed Death Benefit Option in effect prior to the change of Owner will
remain in effect. If the new Owner's age is greater than 79, the Guaranteed
Death Benefit will be zero and the Death Benefit will be the greater of the
Cash Surrender Value, the Accumulation Value, and the sum of the premiums
paid, less any Partial Withdrawals.

IF DEATHBEN = "3": The Guaranteed Death Benefit Option after the change of
Owner will remain the same as before the change.]

CHOOSING AN INCOME PLAN

REQUIRED DATE OF ANNUITY COMMENCEMENT
[Distributions from a Contract funding a qualified plan must commence no
later than [April 1st] of the calendar year following the calendar year in
which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the Contract
Processing Date in the month following the Annuitant's 90th birthday. In
applying the Accumulation Value, we may first collect any Premium Taxes due
us.

MINIMUM ANNUITY INCOME PAYMENT
The minimum monthly annuity income payment that we will make is [$20].

OPTIONAL BENEFIT RIDERS - [None.]

3D3
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

The Issue Age of the Annuitant or Owner plus the number of full years elapsed
since the Contract Date.

FIXED ACCOUNT

MINIMUM FIXED ALLOCATION
The minimum allocation to the Fixed Account in any one Fixed Allocation is
[$250.00].

MINIMUM GUARANTEED INTEREST RATE - [3%.]

GUARANTEE PERIODS
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10] year(s).
We reserve the right to offer Guarantee Periods of durations other than those
available on the Contract Date. We also reserve the right to cease offering
a particular Guarantee Period or Periods.

INDEX RATE
The Index Rate is the average of the Ask Yields for the U.S. Treasury Strips
as reported by a national quoting service for the applicable maturity. The
average is based on the period from the 22nd day of the calendar month two
months prior to the calendar month of Index Rate determination to the 21st
day of the calendar month immediately prior to the month of determination.
The applicable maturity date for these U.S. Treasury Strips is on or next
following the last day of the Guarantee Period. If the Ask Yields are no
longer available, the Index Rate will be determined using a suitable
replacement method.

We currently set the Index Rate once each calendar month. However, we
reserve the right to set the Index Rate more frequently than monthly, but in
no event will such Index Rate be based on a period less than 28 days.

3D4
<PAGE>
<PAGE>
THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

INITIAL ADMINISTRATIVE CHARGE
[None.]

ADMINISTRATIVE CHARGE
We charge [$40] to cover a portion of our ongoing administrative expenses for
each Contract Processing Period. The charge is incurred at the beginning of
the Contract Processing Period and deducted on the Contract Processing Date
at the end of the period. At the time of deduction, this charge will be
waived if:
(1) The Accumulation Value is at least $100,000 ; or
(2) The sum of premiums paid to date is at least $100,000.

EXCESS ALLOCATION CHARGE
Currently none, however, we reserve the right to charge [$25] for a change if
you make more than [twelve] allocation changes per Contract Year. Any charge
will be deducted in proportion to the amount being transferred from each
Division.

[PREMIUM TAXES
We deduct the amount of any premium or other state and local taxes levied by
any state or governmental entity when such taxes are incurred.

We reserve the right to defer collection of Premium Taxes until surrender or
until application of Accumulation Value to an Annuity Option. We reserve the
right to change the amount we charge for Premium Tax charges on future
premium payments to conform with changes in the law or if the Owner changes
state of residence.]

DEDUCTIONS FROM THE DIVISIONS
MORTALITY AND EXPENSE RISK CHARGE - We deduct [IF DEATHBEN = "1": .004280% IF
DEATHBEN = "2": .003863% IF DEATHBEN = "3": .003446%] of the assets in each
Variable Separate Account Division on a daily basis (equivalent to an annual
rate of [IF DEATHBEN = "1": 1.55% IF DEATHBEN = "2": 1.40% IF DEATHBEN
= "3": 1.25%]) for mortality and expense risks. This charge is not deducted
from the Fixed Account or General Account values.

ASSET BASED ADMINISTRATIVE CHARGE - We deduct [0.000411%] of the assets in
each Variable Separate Account Division on a daily basis (equivalent to an
annual rate of [0.15%]) to compensate us for a portion of our ongoing
administrative expenses. This charge is not deducted from the Fixed Account
or General Account values.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Contract will be deducted
from the [Liquid Asset Division].

3E
<PAGE>
<PAGE>
THE SCHEDULE
INCOME PLAN FACTORS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Values for other payment periods, ages or joint life combinations are
available on request. Monthly payments are shown for each $1,000 applied.

TABLE FOR INCOME FOR A FIXED PERIOD

Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
[5 17.95 14 7.28 23 5.00
6 15.18 15 6.89 24 4.85
7 13.20 16 6.54 25 4.72
8 11.71 17 6.24 26 4.60
9 10.56 18 5.98 27 4.49
10 9.64 19 5.74 28 4.38
11 8.88 20 5.53 29 4.28
12 8.26 21 5.33 30 4.19]
13 7.73 22 5.16

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- --- ---------------- ---------------- --------------

[50 $4.06/3.83 $3.96/3.77 $3.93/3.75
55 4.43/4.14 4.25/4.05 4.25/4.03
60 4.90/4.56 4.57/4.37 4.66/4.40
65 5.51/5.10 4.90/4.73 5.12/4.83
70 6.26/5.81 5.18/5.07 5.76/5.42
75 7.11/6.70 5.38/5.33 6.58/6.19
80 7.99/7.70 5.48/5.46 7.69/7.21
85 8.72/8.59 5.52/5.51 8.72/8.59
90 9.23/9.18 5.53/5.53 10.63/10.53]

3F
<PAGE>
<PAGE>
IMPORTANT TERMS
- ------------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Contract provides for investment at any
time. Initially, this amount is equal to the premium paid.

ANNUITANT - The person designated by the Owner to be the measuring life in
determining Annuity Payments.

ANNUITY COMMENCEMENT DATE - For each Contract, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and amount
of annuity payments.

ANNUITY PAYMENT - The periodic payment an Owner receives. It may be either a
fixed or a variable amount based on the Annuity Option chosen.

ATTAINED AGE - The Issue Age of the Annuitant or Owner plus the number of full
years elapsed since the Contract Date.

BENEFICIARY - The person designated to receive benefits in the case of the
death of the Owner.

BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open for
trading, exclusive of federal holidays, or any day on which the Securities
and Exchange Commission ("SEC") requires that mutual funds, unit investment
trusts or other investment portfolios be valued.

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of the
Contract.

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

CONTRACT DATE - The date we received the initial premium and upon which we
begin determining the Contract values. It may not be the same as the
Contract Issue Date. This date is used to determine Contract months,
processing dates, years, and anniversaries.

CONTRACT ISSUE DATE - The date the Contract is issued at our Customer Service
Center.

CONTRACT PROCESSING DATES - The days when we deduct certain charges from the
Accumulation Value. If the Contract Processing Date is not a Valuation
Date, it will be on the next succeeding Valuation date. The Contract
Processing Date will be on the Contract Anniversary of each year.

CONTRACT PROCESSING PERIOD - The period between successive Contract Processing
Dates unless it is the first Contract Processing Period. In that case, it
is the period from the Contract Date to the first Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.

CHARGE DEDUCTION DIVISION - The Division from which all charges are deducted
if so designated or elected by the Owner.

CONTINGENT ANNUITANT - The person designated by the Owner who, upon the
Annuitant's death prior to the Annuity Commencement Date, becomes the
Annuitant.

CONTRACT ISSUE DATE - The date the group contract is issued at our Customer
Service Center.

CONTRACTHOLDER - the entity to whom the group contract is issued.

4
<PAGE>
<PAGE>
IMPORTANT TERMS (continued)
- ------------------------------------------------------------------------------
EXPERIENCE FACTOR - The factor which reflects the investment experience of the
portfolio in which a Variable Separate Account Division invests and also
reflects the charges assessed against the Division for a Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

FIXED ALLOCATION - An amount allocated to the Fixed Account that is credited
with a Guaranteed Interest Rate for a specified Guarantee Period.

GUARANTEED DEATH BENEFIT INTEREST RATE - The annual rate at which the
Guaranteed Death Benefit is calculated.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed to be
credited to a Fixed Allocation or allocations to a Guaranteed Interest
Division.

GUARANTEED INTEREST DIVISION - An investment option available in the General
Account, an account which contains all of our assets other than those held
in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we will
credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
declared by us for Fixed Allocations or allocations to a Guaranteed
Interest Division.

INDEX OF INVESTMENT EXPERIENCE - The index that measures the performance of a
Variable Separate Account Division.

INITIAL PREMIUM - The payment amount required to put each Contract in effect.

ISSUE AGE - The Annuitant's or Owner's age on the last birthday on or before
the Contract Date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
Allocation. It may apply if all or part of a Fixed Allocation is
withdrawn, transferred, or applied to an Annuity Option prior to the end of
the Guarantee Period.

MATURITY DATE - The date on which a Guarantee Period matures.

OWNER - The person who owns a Contract and is entitled to exercise all rights
of the Contract. This person's death also initiates payment of the death
benefit.

RIDERS - Riders add provisions or change the terms of the Contract.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying a
Division in which reinvestment is not available will be allocated to this
Division unless you specify otherwise.

VALUATION DATE - The day at the end of a Valuation Period when each Division
is valued.

VALUATION PERIOD - Each business day together with any non-business days
before it.

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
Variable Separate Account shown in the Schedule.

5
<PAGE>
<PAGE>
INTRODUCTION TO THIS CONTRACT
- ------------------------------------------------------------------------------
THE CONTRACT

This is a legal Contract between you and us. We provide benefits as stated
in this Contract. In return, you supply us with the Initial Premium Payment
required to put this Contract in effect.

This Contract, together with any Riders or Endorsements, constitutes the
entire Contract. Riders and Endorsements add provisions or change the terms
of the basic Contract.

THE OWNER

You are the Owner of this Contract. You are also the Annuitant unless
another Annuitant has been named by you and is shown in the Schedule. You
have the rights and options described in this Contract, including but not
limited to the right to receive the Annuity Benefits on the Annuity
Commencement Date.

One or more people may own this Contract. If there are multiple Owners
named, the age of the oldest Owner will be used to determine the applicable
death benefit. In the case of a sole Owner who dies prior to the Annuity
Commencement Date, we will pay the Beneficiary the death benefit then due.
If the sole Owner is not an individual, we will treat the Annuitant as Owner
for the purpose of determining when the Owner dies under the death benefit
provision (if there is no Contingent Annuitant), and the Annuitant's age will
determine the applicable death benefit payable to the Beneficiary. The sole
Owner's estate will be the Beneficiary if no Beneficiary designation is in
effect, or if the designated Beneficiary has predeceased the Owner. In the
case of a joint Owner of the Contract dying prior to the Annuity Commencement
Date, the surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the Annuity Benefits provided under
this Contract. You may name a Contingent Annuitant. The Annuitant may not
be changed during the Annuitant's lifetime.

If the Annuitant dies before the Annuity Commencement Date, the Contingent
Annuitant becomes the Annuitant. You will be the Contingent Annuitant unless
you name someone else. The Annuitant must be a natural person. If the
Annuitant dies and no Contingent Annuitant has been named, we will allow you
sixty days to designate someone other than yourself as an Annuitant. If all
Owners are not individuals and, through the operation of this provision, an
Owner becomes Annuitant, we will pay the death proceeds to the Beneficiary.
If there are joint Owners, we will treat the youngest of the Owners as the
Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay death proceeds if any Owner dies
prior to the Annuity Commencement Date. See Proceeds Payable to the
Beneficiary for more information. We pay death proceeds to the primary
Beneficiary (unless there are joint Owners in which case the death benefit
proceeds are payable to the surviving Owner). If the primary Beneficiary
dies before the Owner, the death proceeds are paid to the Contingent
Beneficiary, if any. If there is no surviving Beneficiary, we pay the death
proceeds to the Owner's estate.

6
<PAGE>
<PAGE>
INTRODUCTION TO THIS CONTRACT (continued)
- ------------------------------------------------------------------------------
One or more persons may be named as primary Beneficiary or contingent
Beneficiary. In the case of more than one Beneficiary, we will assume any
death proceeds are to be paid in equal shares to the surviving Beneficiaries.
You can specify other than equal shares.

You have the right to change Beneficiaries, unless you designate the primary
Beneficiary irrevocable. When an irrevocable Beneficiary has been
designated, you and the irrevocable Beneficiary may have to act together to
exercise the rights and options under this Contract.

CHANGE OF OWNER OR BENEFICIARY

During your lifetime and while this Contract is in effect you can transfer
ownership of this Contract or change the Beneficiary. To make any of these
changes, you must send us written notice of the change in a form satisfactory
to us. The change will take effect as of the day the notice is signed. The
change will not affect any payment made or action taken by us before
recording the change at our Customer Service Center. A Change of Owner may
affect the amount of death benefit payable under this Contract. See Proceeds
Payable to Beneficiary.

7
<PAGE>
<PAGE>
PREMIUM PAYMENTS AND ALLOCATION CHARGES
- ------------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put this Contract in effect. The
amount of the Initial Premium Payment is shown in the Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

You may make additional premium payments under this Contract after the end of
the Right to Examine period. Restrictions on additional premium payments,
such as the Attained Age of the Annuitant or Owner and the timing and amount
of each payment, are shown in the Schedule. We reserve the right to defer
acceptance of or to return any additional premium payments.

As of the date we receive and accept your additional premium payment:

(1) The Accumulation Value will increase by the amount of the premium
payment less any premium deductions as shown in the Schedule.
(2) The increase in the Accumulation Value will be allocated among the
Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account in accordance with your
instructions. If you do not provide such instructions, allocation
will be among the Divisions of the Variable Separate Account and
General Account and allocations to the Fixed Account in proportion
to the amount of Accumulation Value in each Division or Fixed
Allocation.

WHERE TO MAKE PAYMENTS
Remit the premium payments to our Customer Service Center at the address
shown on the cover page. On request we will give you a receipt signed by our
treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

You may change the allocation of the Accumulation Value among the Divisions
and Fixed Allocations after the end of the Right to Examine period. The
number of free allocation changes each year that we will allow is shown in
the Schedule. To make an allocation change, you must provide us with
satisfactory notice at our Customer Service Center. The change will take
effect when we receive the notice. Restrictions for reallocation into and
out of Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account are shown in the Schedule. An allocation
from the Fixed Account may be subject to a Market Value Adjustment. See the
Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

When a distribution is made from an investment portfolio supporting a unit
investment trust Separate Account Division in which reinvestment is not
available, we will allocate the distribution to the Specially Designated
Division shown in the Schedule unless you specify otherwise.

Such a distribution may occur when an investment portfolio or Division
matures, when distribution from a portfolio or Division cannot be reinvested
in the portfolio or Division due to the unavailability of securities, or for
other reasons. When this occurs because of maturity, we will send written
notice to you thirty days in advance of such date. To elect an allocation to
other than the Specially Designated Division shown in the Schedule, you must
provide satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an allocation
change of the Accumulation Value for purposes of the number of free
allocations permitted.

8
<PAGE>
<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
- ------------------------------------------------------------------------------
The variable Annuity Benefits under this Contract are provided through
investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

These accounts, which are designated in the Schedule, are kept separate from
our General Account and any other Separate Accounts we may have. They are
used to support Variable Annuity Contracts and may be used for other purposes
permitted by applicable laws and regulations. We own the assets in the
Separate Accounts. Assets equal to the reserves and other liabilities of the
accounts will not be charged with liabilities that arise from any other
business we conduct; but, we may transfer to our General Account assets which
exceed the reserves and other liabilities of the Variable Separate Accounts.
Income and realized and unrealized gains or losses from assets in these
Variable Separate Accounts are credited to or charged against the account
without regard to other income, gains or losses in our other investment
accounts.

The Variable Separate Account will invest in mutual funds, unit investment
trusts and other investment portfolios which we determine to be suitable for
this Contract's purposes. The Variable Separate Account is treated as a unit
investment trust under Federal securities laws. It is registered with the
Securities and Exchange Commission ("SEC") under the Investment Company Act
of 1940. The Variable Separate Account is also governed by state law as
designated in the Schedule. The trusts may offer non-registered series.

VARIABLE SEPARATE ACCOUNT DIVISIONS
A unit investment trust Separate Account includes Divisions, each investing
in a designated investment portfolio. The Divisions and the investment
portfolios designated may be managed by a separate investment adviser. Such
adviser may be registered under the Investment Advisers Act of 1940.

CHANGES WITHIN THE VARIABLE SEPARATE ACCOUNTS
We may, from time to time, make additional Variable Separate Account
Divisions available to you. These Divisions will invest in investment
portfolios we find suitable for the group contract. We also have the right
to eliminate Divisions from a Variable Separate Account, to combine two or
more Divisions or to substitute a new portfolio for the portfolio in which a
Division invests. A substitution may become necessary if, in our judgment, a
portfolio or Division no longer suits the purpose of the group contract.
This may happen due to a change in laws or regulations, or a change in a
portfolio's investment objectives or restrictions, or because the portfolio
or Division is no longer available for investment, or for some other reason.
We may get prior approval from the insurance department of our state of
domicile before making such a substitution. We will also get any required
approval from the SEC and any other required approvals before making such a
substitution.

Subject to any required regulatory approvals, we reserve the right to
transfer assets of the Variable Separate Account which we determine to be
associated with the class of contracts to which the group contract belongs,
to another Variable Separate Account or Division.

When permitted by law, we reserve the right to:
(1) deregister a Variable Separate Account under the Investment Company Act
of 1940;
(2) operate a Variable Separate Account as a management company under the
Investment Company Act of 1940, if it is operating as a unit investment
trust;
(3) operate a Variable Separate Account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed Variable
Separate Account;
(4) restrict or eliminate any voting rights of Owners, or other persons who
have voting rights to a Variable Separate Account; and,
(5) combine a Variable Separate Account with other Variable Separate
Accounts.

9
<PAGE>
<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those in
the Separate Accounts we establish. The Guaranteed Interest Divisions
available for investment are shown in the Schedule. We may, from time to
time, offer other Divisions where assets are held in our General Account.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each
Valuation Period on a Valuation Date. A Valuation Period is each Business
Day together with any non-Business Days before it. A Business Day is any day
the New York Stock Exchange (NYSE) is open for trading, and the SEC requires
mutual funds, unit investment trusts, or other investment portfolios to value
their securities.

ACCUMULATION VALUE

The Accumulation Value of this Contract is the sum of the amounts in each of
the Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account. You select the Divisions of the Variable
Separate Account and General Account and allocations to the Fixed Account to
which to allocate the Accumulation Value. The maximum number of Divisions
and Fixed Allocations to which the Accumulation Value may be allocated at any
one time is shown in the Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

ON THE CONTRACT DATE
On the Contract Date, the Accumulation Value is allocated to each Division
and Fixed Allocation as elected by you, subject to certain terms and
conditions imposed by us. We reserve the right to allocate premium to the
Specially Designated Division during any Right to Examine Contract period.
After such time, allocation will be made proportionately in accordance with
the initial allocation(s) as elected by you.

ON EACH VALUATION DATE
At the end of each subsequent Valuation Period, the amount of Accumulation
Value in each Division and Fixed Allocation will be calculated as follows:
(1) We take the Accumulation Value in the Division or Fixed Allocation at
the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account Division's Net Rate of
Return for the current Valuation Period or we calculate the interest to
be credited to a Fixed Allocation or to a Guaranteed Interest Division
for the current Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown in the Schedule) allocated to the Division or Fixed
Allocation during the current Valuation Period.
(5) We add or subtract allocations to or from that Division or Fixed
Allocation during the current Valuation Period.
(6) We subtract from (5) any Partial Withdrawals which are allocated to the
Division or Fixed Allocation during the current Valuation Period.
(7) We subtract from (6) the amounts allocated to that Division or Fixed
Allocation for:
(a) any charges due for the Optional Benefit Riders as shown in the
Schedule;
(b) any deductions from Accumulation Value as shown in the Schedule.
All amounts in (7) are allocated to each Division or Fixed Allocation in the
proportion that (6) bears to the Accumulation Value unless the Charge
Deduction Division has been specified (see the Schedule).

10
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<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
FIXED ACCOUNT

The Fixed Account is a Separate Account under state insurance law and is not
required to be registered with the Securities and Exchange Commission under
the Investment Company Act of 1940. The Fixed Account includes various Fixed
Allocations which we credit with fixed rates of interest for the Guarantee
Period or Periods you select. We reset the interest rates for new Fixed
Allocations periodically based on our sole discretion.

GUARANTEE PERIODS
Each Fixed Allocation is guaranteed an interest rate or rates for a period, a
Guarantee Period. The Guaranteed Interest Rates for a Fixed Allocation are
effective for the entire period. The Maturity Date of a Guarantee Period
will be on the last day of the calendar month in which the Guarantee Period
ends. Withdrawals and transfers made during a Guarantee Period may be
subject to a Market Value Adjustment unless made within thirty days prior to
the Maturity Date.

Upon the expiry of a Guarantee Period, we will transfer the Accumulation
Value of the expiring Fixed Allocation to a Fixed Allocation with a Guarantee
Period equal in length to the expiring Guarantee Period, unless you select
another period prior to a Maturity Date. We will notify you at least thirty
days prior to a Maturity Date of your options for renewal. If the period
remaining from the expiry of the previous Guarantee Period to the Annuity
Commencement Date is less than the period you have elected or the period
expiring, the next shortest period then available that will not extend beyond
the Annuity Commencement Date will be offered to you. If a period is not
available, the Accumulation Value will be transferred to the Specially
Designated Division.

We will declare Guaranteed Interest Rates for the then available Fixed
Allocation Guarantee Periods. These interest rates are based solely on our
expectation as to our future earnings. Declared Guaranteed Interest Rates
are subject to change at any time prior to application to specific Fixed
Allocations, although in no event will the rates be less than the Minimum
Guaranteed Interest Rate (see the Schedule).

MARKET VALUE ADJUSTMENTS
A Market Value Adjustment will be applied to a Fixed Allocation upon
withdrawal, transfer or application to an Income Plan if made more than
thirty days prior to such Fixed Allocation's Maturity Date, except on
Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market Value
Adjustment is applied to each Fixed Allocation separately.

The Market Value Adjustment is determined by multiplying the amount of the
Accumulation Value withdrawn, transferred or applied to an Income Plan by the
following factor:

( 1 + I ) N/365
-----------------------
( 1 + J + .0025 ) 1

Where I is the Index Rate for a Fixed Allocation on the first day of the
applicable Guarantee Period: J is the Index Rate for new Fixed Allocations
with Guarantee Periods equal to the number of years (fractional years rounded
up to the next full year) remaining in the Guarantee Period at the time of
calculation; and N is the remaining number of days in the Guarantee Period at
the time of calculation. (The Index Rate is described in the Schedule.)

Market Value Adjustments will be applied as follows:
(1) For a Partial Withdrawal, partial transfer or in the case where a
portion of an allocation is applied to an Income Plan, the Market Value
Adjustment will be calculated on the total amount that must be
withdrawn, transferred or applied to an Income Plan in order to provide
the amount requested.

11
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<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
(2) If the Market Value Adjustment is negative, it will be assessed first
against any remaining Accumulation Value in the particular Fixed
Allocation. Any remaining Market Value Adjustment will be applied
against the amount withdrawn, transferred or applied to an Income Plan.
(3) If the Market Value Adjustment is positive, it will be credited to any
remaining Accumulation Value in the particular Fixed Allocation. If a
cash surrender, full transfer or full application to an Income Plan has
been requested, the Market Value Adjustment is added to the amount
withdrawn, transferred or applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

INDEX OF INVESTMENT EXPERIENCE
The Investment Experience of a Variable Separate Account Division is
determined on each Valuation Date. We use an Index to measure changes in
each Division's experience during a Valuation Period. We set the Index at
$10 when the first investments in a Division are made. The Index for a
current Valuation Period equals the Index for the preceding Valuation Period
multiplied by the Experience Factor for the current Valuation Period.

HOW WE DETERMINE THE EXPERIENCE FACTOR
For Divisions of a unit investment trust Separate Account the Experience
Factor reflects the Investment Experience of the portfolio in which the
Division invests as well as the charges assessed against the Division for a
Valuation Period. The factor is calculated as follows:
(1) We take the net asset value of the portfolio in which the Division
invests at the end of the current Valuation Period.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the investment portfolio and reinvested in such portfolio
during the current Valuation Period. We subtract from that amount a
charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the end of the
preceding Valuation Period.
(4) We subtract the daily Mortality and Expense Risk Charge for each
Division shown in the Schedule for each day in the Valuation Period.
(5) We subtract the daily Asset Based Administrative Charge shown in the
Schedule for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are on a per
unit basis.

NET RATE OF RETURN FOR A Variable SEPARATE ACCOUNT DIVISION
The Net Rate of Return for a Variable Separate Account Division during a
Valuation Period is the Experience Factor for that Valuation Period minus
one.

INTEREST CREDITED TO A GUARANTEED INTEREST DIVISION
Accumulation Value allocated to a Guaranteed Interest Division will be
credited with the Guaranteed Interest Rate for the Guarantee Period in effect
on the date the premium or reallocation is applied. Once applied, such rate
will be guaranteed until the Maturity Date of that Guarantee Period.
Interest will be credited daily at a rate to yield the declared annual
Guaranteed Interest Rate. No Guaranteed Interest Rate will be less than the
Minimum Interest Rate shown in the Schedule.

INTEREST CREDITED TO A FIXED ALLOCATION
A Fixed Allocation will be credited with the Guaranteed Interest Rate for the
Guarantee Period in effect on the date the premium or reallocation is
applied. Once applied, such rate will be guaranteed until that Fixed
Allocation's Maturity Date. Interest will be credited daily at a rate to
yield the declared annual Guaranteed Interest Rate.

We periodically declare Guaranteed Interest Rates for then available
Guarantee Periods. No Guaranteed Interest Rate will be less than the Minimum
Interest Rate shown in the Schedule.

12
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<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

Expense charges and fees are shown in the Schedule.

CHARGE DEDUCTION DIVISION OPTION
We will deduct all charges against the Accumulation Value of this Contract
from the Charge Deduction Division if you elected this option on the
application (see the Schedule). If you did not elect this Option or if the
charges are greater than the amount in the Charge Deduction Division, the
charges against the Accumulation Value will be deducted as follows:

(1) If these charges are less than the Accumulation Value in the Variable
Separate Account Divisions, they will be deducted proportionately from
all Divisions.
(2) If these charges exceed the Accumulation Value in the Variable Separate
Account Divisions, any excess over such value will be deducted
proportionately from any Fixed Allocations and Guaranteed Interest
Divisions.

Any charges taken from the Fixed Account or the General Account will be taken
from the Fixed Allocations or Guaranteed Interest Divisions starting with the
Guarantee Period nearest its Maturity Date until such charges have been paid.

At any time while this Contract is in effect, you may change your election of
this Option. To do this you must send us a written request to our Customer
Service Center. Any change will take effect within seven days of the date we
receive your request.

13
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<PAGE>
YOUR CONTRACT BENEFITS
- ------------------------------------------------------------------------------
While this Contract is in effect, there are important rights and benefits
that are available to you. We discuss these rights and benefits in this
section.

CASH VALUE BENEFIT

CASH SURRENDER VALUE
The Cash Surrender Value, while the Annuitant is living and before the
Annuity Commencement Date, is determined as follows:
(1) We take the Contract's Accumulation Value;
(2) We adjust for any applicable Market Value Adjustment;
(3) We deduct any charges shown in the Schedule that have been incurred but
not yet deducted, including;
(a) any administrative fee that has not yet been deducted;
(b) the pro rata part of any charges for Optional Benefit Riders; and
(c) any applicable premium or other tax.

CANCELLING TO RECEIVE THE CASH SURRENDER VALUE
At any time while the Annuitant is living and before the Annuity Commencement
Date, you may surrender this Contract to us. To do this, you must return
this Contract with a signed request for cancellation to our Customer Service
Center.

The Cash Surrender Value will vary daily. We will determine the Cash
Surrender Value as of the date we receive the Contract and your signed
request in our Customer Service Center. All benefits under this Contract
will then end.

We will usually pay the Cash Surrender Value within seven days; but, we may
delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

After the Contract Date, you may make Partial Withdrawals. The minimum
amount that may be withdrawn is shown in the Schedule. To take a Partial
Withdrawal, you must provide us satisfactory notice at our Customer Service
Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

PRIOR TO THE ANNUITY COMMENCEMENT DATE
If the sole Owner dies prior to the Annuity Commencement Date, we will pay
the Beneficiary the death benefit. If there are joint Owners and any Owner
dies, we will pay the surviving Owners the death benefit. We will pay the
amount on receipt of due proof of the Owner's death at our Customer Service
Center. Such amount may be received in a single lump sum or applied to any
of the Annuity Options (see Choosing an Income Plan). When the Owner (or all
Owners where there are joint Owners) is not an individual, the death benefit
will become payable on the death of the Annuitant prior to the Annuity
Commencement Date (unless a Contingent Annuitant survived the Annuitant).
Only one death benefit is payable under this Contract. In all events,
distributions under the Contract must be made as required by applicable law.

14
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<PAGE>
YOUR CONTRACT BENEFITS (continued)
- ------------------------------------------------------------------------------
HOW TO CLAIM PAYMENTS TO BENEFICIARY
We must receive proof of the Owner's (or the Annuitant's) death before we
will make any payments to the Beneficiary. We will calculate the death
benefit as of the date we receive due proof of death. The Beneficiary should
contact our Customer Service Center for instructions.

GUARANTEED DEATH BENEFITS
On the Contract Date, the Guaranteed Death Benefit is equal to the premium
paid. On subsequent Valuation Dates, the Guaranteed Death Benefit is
calculated, as shown in the Schedule. A change of Owner will affect the
Guaranteed Death Benefit, as shown in the Schedule.

15
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<PAGE>
CHOOSING AN INCOME PLAN
- ------------------------------------------------------------------------------
ANNUITY BENEFITS

If the Annuitant and Owner are living on the Annuity Commencement Date, we
will begin making payments to the Owner. We will make these payment under
the Annuity Option (or Options) as chosen in the application or as
subsequently selected. You may choose or change an Annuity Option by making
a written request at least 30 days prior to the Annuity Commencement Date.
Unless you have chosen otherwise, Option 2 on a 10-year period certain basis
will become effective. The amounts of the payments will be determined by
applying the Accumulation Value on the Annuity Commencement Date in
accordance with the Annuity Options section below (see Payments We Defer).
Before we pay any Annuity Benefits, we require the return of this Contract.
If this Contract has been lost, we require the applicable lost Contract form.

ANNUITY COMMENCEMENT DATE SELECTION

You select the Annuity Commencement Date. You may select any date following
the fifth Contract Anniversary but before the required date of Annuity
Commencement as shown in the Schedule. If you do not select a date, the
Annuity Commencement Date will be in the month following the required date of
Annuity Commencement.

FREQUENCY SELECTION

You may choose the frequency of the Annuity Payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice
from you, the payments will be made monthly.

THE INCOME PLAN

While this Contract is in effect and before the Annuity Commencement Date,
you may chose one or more Annuity Options for the payment of death benefits
proceeds. If, at the time of the Owner's death, no Option has been chosen
for paying the death benefit proceeds, the Beneficiary may choose an Option
within one year. You may also elect an Annuity Option on surrender of the
Contract for its Cash Surrender Value. For each Option we will issue a
separate written agreement putting the Option into effect.

Our approval is needed for any Option where:
(1) the person named to receive payment is other than the Owner or
Beneficiary; or
(2) the person named is not a natural person, such as a corporation; or
(3) any income payment would be less than the minimum annuity income payment
shown in the Schedule.

THE ANNUITY OPTIONS

There are four Options to choose from. They are:

OPTION 1. INCOME FOR A FIXED PERIOD
Payment is made in equal installments for a fixed number of years. We
guarantee each monthly payment will be at least the Income for Fixed Period
amount shown in the Schedule. Values for annual, semiannual or quarterly
payments are available on request.

16
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<PAGE>
CHOOSING AN INCOME PLAN (continued)
- ------------------------------------------------------------------------------
OPTION 2. INCOME FOR LIFE
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be 10 or 20
years. Other periods certain are available on request. A refund certain may
be chosen instead. Under this arrangement, income is guaranteed until
payments equal the amount applied. If the person named lives beyond the
guaranteed period, payments continue until his or her death.

We guarantee each payment will be at least the amount shown in the Schedule.
By age, we mean the named person's age on his or her last birthday before the
Option's effective date. Amounts for ages not shown are available on
request.

OPTION 3. JOINT LIFE INCOME
This Option is available if there are two persons named to receive payments.
At least one of the persons named must be either the Owner of Beneficiary of
this Contract. Monthly payments are guaranteed and are made as long as at
least one of the named persons is living. The monthly payment amounts are
available upon request. Such amounts are guaranteed and will be calculated
on the same basis as the Table for Income for Life, however, the amounts will
be based on two lives.

OPTION 4. ANNUITY PLAN
An amount can be used to buy any single premium immediate annuity we offer
for the Option's effective date.

The minimum rates for Option 1 are based on 3% interest, compounded annually.
The minimum rates for Options 2 and 3 are based on 3% interest, compounded
annually, and the Annuity 2000 Mortality Table. We may pay a higher rate at
our discretion.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still
due as provided by the Option agreement. The amounts still due are
determined as follows:
(1) For Option 1 or for any remaining guaranteed payments in Option 2,
payments will be continued.
(2) For Option 3, no amounts are payable after both named persons have died.
(3) For Option 4, the annuity agreement will state the amount due, if any.

17
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<PAGE>
OTHER IMPORTANT INFORMATION
- ------------------------------------------------------------------------------
ENTIRE CONTRACT

The group contract, including any attached Rider, endorsement, amendment and
the application of the Contractholder, constitute the entire contract between
the Contractholder and us. All statements made by the Contractholder, any
Owner or any Annuitant will be deemed representations and not warranties. No
such statement will be used in any contest unless it is contained in the
application signed by the Owner, a copy of which has been furnished to the
Owner, the Beneficiary or to the Contractholder.

SENDING NOTICE TO US

Whenever written notice is required, send it to our Customer Service Center.
The address of our Customer Service Center is shown on the cover page.
Please include your Contract number in all correspondence.

REPORTS TO OWNER

We will send you a report at least once during each Contract Year. The
report will show the Accumulation Value and the Cash Surrender Value as of
the end of the Contract Processing Period. The report will also show the
allocation of the Accumulation Value as of such date and the amounts deducted
from or added to the Accumulation Value since the last report. The report
will also include any information that may be currently required by the
insurance supervisory official of the jurisdiction in which the Contract is
delivered.

We will also send you copies of any shareholder reports of the portfolios in
which the Divisions of the Variable Separate Account invest, as well as any
other reports, notices or documents required by law to be furnished to
Owners.

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

You can assign this Contract as collateral security for a loan or other
obligation. This does not change the ownership. Your rights and any
Beneficiary's right are subject to the terms of the assignment. To make or
release an assignment, we must receive written notice satisfactory to us, at
our Customer Service Center. We are not responsible for the validity of any
assignment.

CHANGING THIS CONTRACT

This Contract or any additional benefit riders may be changed to another
annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to the
extent we deem it necessary to continue to qualify this Contract as an
annuity. Any such changes will apply uniformly to all Contracts that are
affected. You will be given advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits provided
by this Contract will be those that the premium payment made would have
bought at the correct age or sex.

NON-PARTICIPATING

This Contract does not participate in the divisible surplus of Golden
American Life Insurance Company.

18
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<PAGE>
OTHER IMPORTANT INFORMATION (continued)
- ------------------------------------------------------------------------------
PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the Variable
Separate Account Divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists;
(3) an order or pronouncement of the SEC permits a delay for the protection
of Owners; or
(4) the check used to pay the premium has not cleared through the banking
system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions of the Variable
Separate Account, we may delay;
(1) determination and payment of the Cash Surrender Value;
(2) determination and payment of any death benefit if death occurs before
the Annuity Commencement Date;
(3) allocation changes of the Accumulation Value; or,
(4) application of the Accumulation Value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division of the General
Account and as to amounts allocated to Fixed Allocations of the Fixed
Account, we may, at any time, defer payment of the Cash Surrender Value for
up to six months after we receive a request for it. We will allow interest
of at least 3.00% a year on any Cash Surrender Value payment derived from the
Fixed Allocations or the Guaranteed Interest Divisions that we defer 30 days
or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No other
person, including an insurance agent or broker, can:
(1) change any of this Contract's terms;
(2) extend the time for premium payments; or
(3) make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in the jurisdiction where this Contract is delivered.
The values are not less than those required by the law of that state or
jurisdiction. Any benefit provided by an attached Optional Benefit Rider
will not increase these values unless otherwise stated in that Rider.

19
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DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
- ------------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

<PAGE>
<PAGE>
EXHIBIT 4(b)
GOLDEN DEFERRED COMBINATION
AMERICAN VARIABLE AND FIXED
LIFE INSURANCE ANNUITY CERTIFICATE
COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE.
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
GOLDEN INVESTORS TRUST G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
In this Certificate YOU or YOUR refers to the Owner shown above. WE, OUR
or US refers to Golden American Life Insurance Company. You may allocate this
Certificate's Accumulation Value among the Variable Separate Account, the
General Account and the Fixed Account shown in the Schedule.
This Certificate describes the benefits and provisions of the group
contract. The group contract, as issued to the Contractholder by us with any
Riders or Endorsements, alone makes up the agreement under which benefits are
paid. The group contract may be inspected at the office of the
Contractholder. in consideration of any application for this Certificate and
the payment of premiums, we agree, subject to the terms and conditions of the
group contract, to provide the benefits described in this Certificate to the
Owner. The Annuitant under this Certificate must be eligible under the terms
of the group contract. If the group contract and this Certificate are in
force, we will make income payments to the Owner starting on the Annuity
Commencement Date as shown in the Schedule. If the Owner dies prior to the
Annuity Commencement Date, we will pay a death benefit to the Beneficiary.
The amount of such benefit is subject to the terms of this Certificate.
The benefits of the Certificate will be paid according to the provisions of
the Certificate and group contract.
RIGHT TO EXAMINE CERTIFICATE: YOU MAY RETURN THIS CERTIFICATE TO US OR THE
AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE IT. IF
SO RETURNED, WE WILL TREAT THE CERTIFICATE AS THOUGH IT WERE NEVER ISSUED.
UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE, ADJUSTED FOR ANY
MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE
RETURNED CERTIFICATE IS RECEIVED BY US.
ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT DIVISION, MAY INCREASE OR DECREASE, DEPENDING ON THE
CERTIFICATE'S INVESTMENT RESULTS. ALL PAYMENTS AND VALUES BASED ON THE FIXED
ACCOUNT MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH
MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE.

Customer Service Center Secretary:
1001 Jefferson Street, Suite 400
Wilmington, Delaware 19801
President:

- ------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CERTIFICATE - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

GA-CA-1034-02/97
<PAGE>
<PAGE>
CERTIFICATE CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CERTIFICATE BENEFITS............ 14

PAYMENT AND INVESTMENT INFORMATION.3A CASH VALUE BENEFIT
THE VARIABLE SEPARATE ACCOUNTS.....3B PARTIAL WITHDRAWAL OPTION
THE GENERAL ACCOUNT................3C PROCEEDS PAYABLE TO THE BENEFICIARY
CERTIFICATE FACTS..................3D
CHARGES AND FEES...................3E
INCOME PLAN FACTORS................3F CHOOSING AN INCOME PLAN.......... 16

IMPORTANT TERMS .................... 4

INTRODUCTION TO THIS CERTIFICATE.... 6 ANNUITY BENEFITS
ANNUITY COMMENCEMENT DATE SELECTION
THE CERTIFICATE FREQUENCY SELECTION
THE OWNER THE INCOME PLAN
THE ANNUITANT THE ANNUITY OPTIONS
THE BENEFICIARY PAYMENT WHEN NAMED PERSON DIES
CHANGE OF OWNER OR BENEFICIARY
OTHER IMPORTANT INFORMATION...... 18
PREMIUM PAYMENTS AND ALLOCATION
CHANGES........................... 8
SENDING NOTICE TO US
INITIAL PREMIUM PAYMENT REPORTS TO OWNER
ADDITIONAL PREMIUM PAYMENT OPTION ASSIGNMENT - USING THIS CERTIFICATE
YOUR RIGHT TO CHANGE ALLOCATION OF AS COLLATERAL SECURITY
ACCUMULATION VALUE CHANGING THIS CERTIFICATE
WHAT HAPPENS IF A VARIABLE SEPARATE CERTIFICATE CHANGES - APPLICABLE
ACCOUNT DIVISION IS NOT AVAILABLE TAX LAW
MISSTATEMENT OF AGE OR SEX
NON-PARTICIPATING
HOW WE MEASURE THE CERTIFICATE'S PAYMENTS WE MAY DEFER
ACCUMULATION VALUE................ 9 AUTHORITY TO MAKE AGREEMENTS
REQUIRED NOTE ON OUR COMPUTATIONS
THE VARIABLE SEPARATE ACCOUNTS
THE GENERAL ACCOUNT
VALUATION PERIOD
ACCUMULATION VALUE
ACCUMULATION VALUE IN EACH DIVISION
MEASUREMENT OF INVESTMENT EXPERIENCE
CHARGES DEDUCTED FROM ACCUMULATION VALUE
ON EACH CERTIFICATE PROCESSING DATE

Copies of any application and any additional Riders and Endorsements are at
the back of this Certificate.

THE SCHEDULE

The Schedule gives specific facts about this Certificate and its coverage.
Please refer to the Schedule while reading this Certificate.

Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Certificate Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment which
may be made is [$500.00].]

- ------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Certificate Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any one time
is [sixteen]. You are allowed unlimited allocation changes per Certificate
Year without charge. We reserve the right to impose a charge for any
allocation change in excess of [twelve] per Certificate Year. The Excess
Allocation Charge is shown in the Schedule. Allocations into and out of the
Guaranteed Interest Divisions are subject to restrictions (see General
Account).

ALLOCATION CHANGES BY TELEPHONE

3A2
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THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

PORTFOLIO
---------
[OTC
Growth & Income
Value + Growth
Research
Total Return]

3B
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THE SCHEDULE
THE GENERAL ACCOUNT
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

3C
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<PAGE>
THE SCHEDULE
CERTIFICATE FACTS
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CERTIFICATE PROCESSING DATE
The Certificate Processing Date for your Certificate is [April 1] of each
year.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Certificate Year is described
below. In no event may a Partial Withdrawal exceed 90% of the Cash Surrender
Value. After a Partial Withdrawal, the remaining Accumulation Value must be
at least $100 to keep the Certificate in force.

CONVENTIONAL PARTIAL WITHDRAWALS

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
unless withdrawn from a Fixed Allocation within 30 days prior to the Maturity
Date.

Minimum Withdrawal Amount: $100.
Maximum Withdrawal Amount:

Systematic Partial Withdrawals from Fixed Allocations are not subject to a
Market Value Adjustment.

[IRA PARTIAL WITHDRAWALS FOR QUALIFIED PLANS ONLY
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual basis.
A minimum withdrawal of $100.00 is required. You select the day the
withdrawals will be made, but no later than the 28th day of the month. If
you do not elect a day, the Certificate Date will be used. Systematic
Partial Withdrawals and Conventional Partial Withdrawals are not allowed when
IRA Partial Withdrawals are being taken. An IRA Partial Withdrawal in excess
of the maximum amount allowed under the Systematic Partial Withdrawal option
may be subject to a Market Value Adjustment.]

3D1
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THE SCHEDULE
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

GUARANTEED DEATH BENEFIT
On the Certificate Date, the Guaranteed Death Benefit is the initial premium.
On subsequent Valuation Dates, the Guaranteed Death Benefit is calculated as
follows:

3D2
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<PAGE>
THE SCHEDULE
CERTIFICATE FACTS (continued)
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CHANGE OF OWNER

A change of Owner will result in recalculation of the death benefit and
Guaranteed Death Benefit. As of the date of change, we will use the
Accumulation Value of the Certificate, for the purpose of such recalculation
only, as the initial premium to determine a new Guaranteed Death Benefit for
this Certificate. The new Owner's age at the time of the change will be used
as the basis for this calculation. The new Owner's death will determine when
a death benefit is payable.

IF DEATHBEN = "3": The Guaranteed Death Benefit Option after the change of
Owner will remain the same as before the change.]

CHOOSING AN INCOME PLAN

REQUIRED DATE OF ANNUITY COMMENCEMENT
[Distributions from a Certificate funding a qualified plan must commence no
later than [April 1st] of the calendar year following the calendar year in
which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the
Certificate Processing Date in the month following the Annuitant's 90th
birthday. In applying the Accumulation Value, we may first collect any
Premium Taxes due us.

MINIMUM ANNUITY INCOME PAYMENT
The minimum monthly annuity income payment that we will make is [$20].

OPTIONAL BENEFIT RIDERS - [None.]

3D3
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THE SCHEDULE
CERTIFICATE FACTS (continued)
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

The Issue Age of the Annuitant or Owner plus the number of full years elapsed
since the Certificate Date.

FIXED ACCOUNT

MINIMUM FIXED ALLOCATION
The minimum allocation to the Fixed Account in any one Fixed Allocation is
[$250.00].

MINIMUM GUARANTEED INTEREST RATE - [3%.]

GUARANTEE PERIODS
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10] year(s).
We reserve the right to offer Guarantee Periods of durations other than those
available on the Certificate Date. We also reserve the right to cease
offering a particular Guarantee Period or Periods.

3D4
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<PAGE>
THE SCHEDULE
CHARGES AND FEES
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

INITIAL ADMINISTRATIVE CHARGE
[None.]

ADMINISTRATIVE CHARGE
We charge [$40] to cover a portion of our ongoing administrative expenses for
each Certificate Processing Period. The charge is incurred at the beginning
of the Certificate Processing Period and deducted on the Certificate
Processing Date at the end of the period. At the time of deduction, this
charge will be waived if:
(1) The Accumulation Value is at least $100,000 ; or
(2) The sum of premiums paid to date is at least $100,000.

EXCESS ALLOCATION CHARGE
Currently none, however, we reserve the right to charge [$25] for a change if
you make more than [twelve] allocation changes per Certificate Year. Any
charge will be deducted in proportion to the amount being transferred from
each Division.

[PREMIUM TAXES
We deduct the amount of any premium or other state and local taxes levied by
any state or governmental entity when such taxes are incurred.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Certificate will be
deducted from the [Liquid Asset Division].

3E
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<PAGE>
THE SCHEDULE
INCOME PLAN FACTORS
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Values for other payment periods, ages or joint life combinations are
available on request. Monthly payments are shown for each $1,000 applied.

TABLE FOR INCOME FOR A FIXED PERIOD

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- --- ---------------- ---------------- --------------

3F
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IMPORTANT TERMS
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ACCUMULATION VALUE - The amount that a Certificate provides for investment at
any time. Initially, this amount is equal to the premium paid.

ANNUITANT - The person designated by the Owner to be the measuring life in
determining Annuity Payments.

ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and amount
of annuity payments.

ANNUITY PAYMENT - The periodic payment an Owner receives. It may be either a
fixed or a variable amount based on the Annuity Option chosen.

ATTAINED AGE - The Issue Age of the Annuitant or Owner plus the number of full
years elapsed since the Certificate Date.

BENEFICIARY - The person designated to receive benefits in the case of the
death of the Owner.

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of the
Certificate.

CERTIFICATE ANNIVERSARY - The anniversary of the Certificate Date.

CERTIFICATE DATE - The date we received the initial premium and upon which we
begin determining the Certificate values. It may not be the same as the
Certificate Issue Date. This date is used to determine Certificate months,
processing dates, years, and anniversaries.

CERTIFICATE ISSUE DATE - The date the Certificate is issued at our Customer
Service Center.

CERTIFICATE PROCESSING DATES - The days when we deduct certain charges from
the Accumulation Value. If the Certificate Processing Date is not a
Valuation Date, it will be on the next succeeding Valuation date. The
Certificate Processing Date will be on the Certificate Anniversary of each
year.

CERTIFICATE PROCESSING PERIOD - The period between successive Certificate
Processing Dates unless it is the first Certificate Processing Period. In
that case, it is the period from the Certificate Date to the first
Certificate Processing Date.

CERTIFICATE YEAR - The period between Certificate Anniversaries.