GOLDEN AMERICAN LIFE INSURANCE CO /NY/, S-1, 2000-04-03

GOLDEN AMERICAN LIFE INSURANCE CO /NY/
S-1, 2000-04-03

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<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 3, 2000

Registration No.
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

Registration Statement under the Securities Act of 1933

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)

1475 Dunwoody Drive
West Chester, PA 19380
(610) 425-3400
(Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq.
Golden American Life Insurance Company
1001 Jefferson Street, Suite 400
Wilmington, DE 19801
(Name and Address of Agent for Service
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]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]..............

If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ].....................................

If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ].....................................

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]

___________________________________________________________________________
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering price aggregate offering Amount of
registered registered price per unit(1) price(1) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annuity Contracts
(Interests in N/A N/A $378,787.88 $100
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.

___________________________________________________________________________

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

PART I

PART A

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| PROFILE AND PROSPECTUS FOR GOLDENSELECT ACCESS/R/ ONE
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| Fixed and Variable Annuity Contract, [__________ __, 2000]
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| [ING VARIABLE ANNUITIES appears down left margin]
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| Golden American Life Insurance Company
| Separate Account B of Golden American Life Insurance Company
| ING VARIABLE ANNUITIES
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ING VARIABLE ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

PROFILE OF
GOLDENSELECT ACCESS(R) ONE
FIXED AND VARIABLE ANNUITY CONTRACT

[__________ __, 2000]

This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract. The Contract is
more fully described in the full prospectus which accompanies this Profile.
Please read the prospectus carefully.

1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of [24] mutual fund investment portfolios through our Separate
Account B and/or (ii) in a fixed account of Golden American with guaranteed
interest periods. The [24] mutual fund portfolios are listed on page 3 below. We
currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years in the
fixed account. We set the interest rates in the fixed account (which will never
be less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your
money out before the maturity date for the applicable interest period. If you
withdraw your money from the fixed account more than 30 days before the
applicable maturity date, we will apply a market value adjustment. A market
value adjustment could increase or decrease your contract value and/or the
amount you take out. Generally, the investment portfolios are designed to offer
a better return than the fixed account. However, this is NOT guaranteed. You
may not make any money, and you can even lose the money you invest.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the
accumulation phase will determine the amount of annuity payments you will
receive. The income phase begins on the annuity start date, which is the date
you start receiving regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

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Prospectus begins after
Page 8 of this Profile

2. YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment
options:

[Table with Shaded Header]
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| ANNUITY OPTIONS |
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| Option 1 Income for a Payments are made for a specified number of |
| fixed period years to you or your beneficiary. |
|----------------------------------------------------------------------------|
| Option 2 Income for Payments are made for the rest of your life |
| life with a or longer for a specified period such as 10 |
| period or 20 years or until the total amount used to |
| certain buy this option has been repaid. This option |
| comes with an added guarantee that payments |
| will continue to your beneficiary for the |
| remainder of such period if you should die |
| during the period. |
|----------------------------------------------------------------------------|
| Option 3 Joint life Payments are made for your life and the life |
| income of another person (usually your spouse). |
|----------------------------------------------------------------------------|
| Option 4 Annuity plan Any other annuitization plan that we choose |
| to offer on the annuity start date. |
|----------------------------------------------------------------------------|

Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more
($1,500 for a qualified Contract) up to and including age 85. You may make
additional payments of $500 or more ($250 for a qualified Contract) at any time
before you turn 85 during the accumulation phase. Under certain circumstances,
we may waive the minimum initial and additional premium payment requirement.
Any initial or additional premium payment that would cause the contract value
of all annuities that you maintain with us to exceed $1,000,000 requires our
prior approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified
retirement plan (each a "qualified Contract").

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

4. THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more
of the following [24] mutual fund investment portfolios through our Separate
Account B. The investment portfolios are described in the prospectuses for the
GCG Trust and the PIMCO Variable Insurance Trust. Keep in mind that while an
investment in the fixed account earns a fixed interest rate, an investment in
any investment portfolio, depending on market conditions, may cause you to make
or lose money. The investment portfolios available under your Contract are:

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<TABLE>
<S> <C> <C>
THE GCG TRUST
Liquid Asset Series Rising Dividends Series Strategic Equity Series
Limited Maturity Bond Series Managed Global Series Mid-Cap Growth Series
Global Fixed Income Series Large Cap Value Series Small Cap Series
Fully Managed Series All Cap Series Growth Series
Total Return Series Research Series Real Estate Series
Equity Income Series Capital Appreciation Series Hard Assets Series
Investors Series Capital Growth Series Developing World Series
Value Equity Series

THE PIMCO TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio

</TABLE>

5. EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, and an asset-based administrative charge.
We deduct the mortality and expense risk charge and the asset-based
administrative charges daily directly from your contract value in the
investment portfolios. The mortality and expense risk charge (depending on
the death benefit you choose) and the asset-based administrative charge, on
an annual basis, are as follows:

<TABLE>
<CAPTION>
Standard Enhanced Death Benefit
Death Benefit Annual Ratchet 7% Solution Max 7
------------- -------------- ------------ -----
<S> <C> <C> <C> <C>
Mortality & Expense Risk Charge 0.35% 0.50% 0.70% 0.80%
Asset-Based Administrative Charge 0.15% 0.15% 0.15% 0.15%
---- ---- ---- ----
Total 0.50% 0.65% 0.85% 0.95%
</TABLE>

We do not deduct any surrender charges for withdrawals.

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.59% to 1.83% annually (see following table) of the portfolio's average
daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

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The following table is designed to help you understand the Contract charges.
The "Total Annual Insurance Charges" column reflects the maximum mortality
and expense risk charge and the asset-based administrative charge. The
"Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and the values are based on actual expenses as of
December 31, 1999, except for newly formed portfolios where the charges have
been estimated. The column "Total Annual Charges" reflects the sum of the
previous two columns. The columns under the heading "Examples" show you how
much you would pay under the Contract for a 1-year period and for a 10-year
period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time and assume
that you have elected the Max 7 Enhanced Death Benefit. For these examples, the
premium tax is assumed to be 0%.

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL --------------------
TOTAL CHARGES AT THE
TOTAL ANNUAL INVESTMENT TOTAL END OF:
INSURANCE PORTFOLIO ANNUAL
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- ------------------------ -------------- -------------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
THE GCG TRUST
Liquid Asset 0.56%
Limited Maturity Bond 0.57%
Global Fixed Income 1.60%
Fully Managed 0.91%
Total Return 0.97%
Equity Income 0.96%
Investors 1.01%
Value Equity 1.01%
Rising Dividends 0.96%
Managed Global 1.05%
Large Cap Value 1.04%
All Cap 0.96%
Research 0.91%
Capital Appreciation 1.25%
Capital Growth 1.00%
Strategic Equity 0.96%
Mid-Cap Growth 0.91%
Small Cap 0.96%
Growth 0.96%
Real Estate 0.96%
Hard Assets 0.96%
Developing World 1.75%

THE PIMCO TRUST
PIMCO High Yield Bond [0.75%]
PIMCO StocksPLUS
Growth and Income [0.65%]

</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see the "Fees and Expenses" in the prospectus for the Contract.

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6. TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts at your
request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable earnings withdrawn.

7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 9.
We will apply a market value adjustment if you withdraw your money from the
fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. Since this is a new
Contract, there is no actual performance history to illustrate.
Actual performance information will be shown in an updated prospectus.
Please keep in mind that past or hypothetical performance is not a
guarantee of future results.

9. DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced
Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit or (iv) the Max
7 Enhanced Death Benefit. The 7% Solution Enhanced Death Benefit, the Annual
Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are
available only if the contract owner or the annuitant (if the contract owner is
not an individual) is not more than 79 years old at the time of purchase. The
7% Solution, Annual Ratchet and Max 7 Enhanced Death Benefits may not be
available where a Contract is held by joint owners.

The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we
receive written notice and due proof of death, as well as required claim forms,
at our Customer Service Center. If your beneficiary elects to delay receipt of
the death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.
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The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the Standard Death Benefit, if you die before the annuity start date,
your beneficiary is eligible to receive the greatest of:

1) the contract value;

2) the total premium payments made under the Contract, reduced by a pro
rata adjustment for any withdrawals; or

3) the cash surrender value.

Under the 7% Solution Enhanced Death Benefit, if you die before the annuity
start date, your beneficiary is eligible to receive the greatest of:

1) the contract value;

2) the total premium payments made under the Contract reduced by a pro rata
adjustment for any withdrawal;

3) the cash surrender value; or

4) the enhanced death benefit, which we determine as follows: we credit
interest each business day at the 7% annual effective rate to the
enhanced death benefit from the preceding day (which would be the initial
premium if the preceding day is the contract date), then we add
additional premiums paid since the preceding day and then we adjust for
any withdrawals made (including any market value adjustment applied to
such withdrawal) since the preceding day. Special withdrawals are
withdrawals of up to 7% per year of cumulative premiums. Special
withdrawals shall reduce the 7% Solution Enhanced Death Benefit by the
amount of contract value withdrawn. For any withdrawals in excess of the
amount available as a special withdrawal, a pro rata adjustment to the
death benefit is made. The maximum enhanced death benefit is 3 times all
premium payments, adjusted to reflect withdrawals. Each accumulated
initial or additional premium payment will continue to grow at the 7%
annual effective rate until reaching the maximum enhanced death benefit
or attained age 80 of the Owner, if earlier.

Note for current Special Funds: The actual interest rate used for
calculating the 7% Solution Enhanced Death Benefit for Liquid Asset and
Limited Maturity Bond investment portfolios and the Fixed Account, will
be the lesser of (1) 7% and (2) the interest rate, positive or negative,
providing a yield on the Guaranteed Death Benefit equal to the net return
for the current valuation period on the contract value allocated to
Special Funds. We may, with 30 days notice to you, designate any funds as
a Special Fund on existing contracts with respect to new premiums added
to such fund and also with respect to new transfers to such funds.

Under the Annual Ratchet Enhanced Death Benefit, if you die before the annuity
start date, your beneficiary is eligible to receive the greatest of:

1) the contract value;

2) the total premium payments made under the Contract; reduced by a pro
rata adjustment for any withdrawal;

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3) the cash surrender value; or

4) the enhanced death benefit, which is determined as follows: On each
contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract value
and select the larger amount as the new enhanced death benefit. On all
other days, the enhanced death benefit is the following amount: On a
daily basis we first take the enhanced death benefit from the preceding
day (which would be the initial premium if the preceding day is the
contract date), then we add additional premiums paid since the preceding
day, and then we adjust for any withdrawals on a pro rata basis,
(including any market value adjustment applied to such withdrawal) since
the preceding day. That amount becomes the new enhanced death benefit.

Under the Max 7 Enhanced Death Benefit, if you die before the annuity start
date, your beneficiary will receive the greater of the 7% Solution and the
Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution and Annual Ratchet Enhanced Death
Benefits are calculated in the same manner as if each were the elected benefit.

Note: In all cases described above, the amount of the death benefit could be
reduced by premium taxes owed and withdrawals not previously deducted. The
enhanced death benefits may not be available in all states.

10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of your adjusted contract value. We determine your
contract value the close of business on the day we receive your written refund
request. For purposes of the refund during the free look period, (i) we adjust
your contract value for any market value adjustment (if you have invested in
the fixed account), and (ii) then we include a refund of any charges deducted
from your contract value. Because of the market risks associated with investing
in the portfolios and the potential positive or negative effect of the market
value adjustment, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be
subject to investment risk during the free look period. Also, in some states,
you may be entitled to a longer free look period.

TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company
may, in the future, charge a $25 fee for any transfer after the twelfth
transfer in a contract year or limit the number of transfers allowed. Keep in
mind that if you transfer or otherwise withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will apply a
market value adjustment. A market value adjustment could increase or decrease
your contract value and/or the amount you transfer or withdraw. Transfers
between Special Funds and other investment portfolios will result in a transfer
of the Guaranteed Death Benefit in proportion to the account value transferred.
In cases where more than one Guaranteed Death Benefit exists because of such
transfers, each death benefit will be combined to calculate the total death
benefit.

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NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

ADDITIONAL FEATURES. This Contract has other features you may be
interested in.These include:

Dollar Cost Averaging. This is a program that allows you to invest a fixed
amount of money in the investment portfolios each month. It may give you a
lower average cost per unit over time than a single one-time purchase. Dollar
cost averaging requires regular investments regardless of fluctuating price
levels, and does not guarantee profits or prevent losses in a declining market.
This option is currently available only if you have $1,200 or more in the
Limited Maturity Bond or the Liquid Asset investment portfolios or in the fixed
account with a 1-year guaranteed interest period. Transfers from the fixed
account under this program will not be subject to a market value adjustment.

Systematic Withdrawals. During the accumulation phase, you can arrange to
have money sent to you at regular intervals throughout the year. These
withdrawals will not result in any surrender charges. Withdrawals from your
money in the fixed account under this program are not subject to a market value
adjustment. Of course, any applicable income and penalty taxes will apply on
amounts withdrawn.

Automatic Rebalancing. If your contract value is $10,000 or more, you may
elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select. Investments in
the fixed account are not eligible for automatic rebalancing.

11. INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

CUSTOMER SERVICE CENTER
P.O. BOX 2700
WEST CHESTER, PENNSYLVANIA19380
(800) 366-0066

or your registered representative.

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GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
[__________ __, 2000]
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

GOLDENSELECT ACCESS(R) ONE
- --------------------------------------------------------------------------------

This prospectus describes GoldenSelect ACCESS ONE, a deferred group and
individual variable annuity contract (the "Contract") offered by Golden American
Life Insurance Company (the "Company," "we" or "our"). The Contract is available
in connection with certain retirement plans that qualify for special federal
income tax treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments in one or
more of [24] mutual fund investment portfolios. You may also allocate premium
payments to our Fixed Account with guaranteed interest periods. Your contract
value will vary daily to reflect the investment performance of the investment
portfolio(s) you select and any interest credited to your allocations in the
Fixed Account. The investment portfolios available under your Contract and the
portfolio managers are:

A I M CAPITAL MANAGEMENT, INC.
Capital Appreciation Series
Strategic Equity Series

ALLIANCE CAPITAL MANAGEMENT L. P.
Capital Growth Series

BARING INTERNATIONAL INVESTMENT LIMITED
(AN AFFILIATE)
Developing World Series
Global Fixed Income Series
Hard Assets Series

CAPITAL GUARDIAN TRUST COMPANY
Large Cap Value Series
Managed Global
Small Cap Series

EAGLE ASSET MANAGEMENT, INC.
Value Equity Series

PRUDENTIAL INVESTMENT CORPORATION
Real Estate Series

ING INVESTMENT MANAGEMENT, LLC
(AN AFFILIATE)
Limited Maturity Bond Series
Liquid Asset Series

JANUS CAPITAL CORPORATION
Growth Series

KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
Rising Dividends Series

MASSACHUSETTS FINANCIAL SERVICES COMPANY
Mid-Cap Growth Series
Research Series
Total Return Series

SALOMON BROTHERS ASSET MANAGEMENT, INC.
All Cap Series
Investors Series

T. ROWE PRICE ASSOCIATES, INC.
Equity Income Series
Fully Managed Series

PACIFIC INVESTMENT MANAGEMENT COMPANY
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and
Income Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed
interest periods as "Fixed Interest Allocations" in this prospectus.
We will credit your Fixed Interest Allocation(s) with a fixed rate of interest.
We set the interest rates periodically. We will not set the interest rate to be
less than a minimum annual rate of 3%. You may choose guaranteed interest
periods of 1, 3, 5, 7 and 10 years. The interest earned on your money as well
as your principal is guaranteed as long as you hold them until the maturity
date. If you take your money out from a Fixed Interest Allocation more than 30
days before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment"). A Market Value Adjustment could
increase or decrease your contract value and/or the amount you take out. You
bear the risk that you may receive less than your principal if we take a Market
Value Adjustment. For Contracts sold in some states, not all Fixed Interest
Allocations or subaccounts are available. You have a right to return a Contract
within 10 days after you receive it for a refund of the adjusted contract value
(which may be more or less than the premium payments you paid), or if required
by your state, the original amount of your premium payment. Longer free look
periods apply in some states.
This prospectus provides information that you should know before investing and
should be kept for future reference. A Statement of Additional Information,
dated [__________ __, 2000], has been filed with the Securities and Exchange
Commission. It is available without charge upon request. To obtain a copy of
this document, write to our Customer Service Center at P.O. Box 2700, West
Chester, Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.
- --------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST OR THE PIMCO TRUST IS
NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST
AND THE PIMCO TRUST.

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[Shaded Section Header]
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
<S> <C>
Index of Special Terms ................................................ 1
Fees and Expenses ..................................................... 5
Performance Information ............................................... 5
Accumulation Unit .................................................. 5
Net Investment Factor .............................................. 5
Condensed Financial Information .................................... 5
Financial Statements ............................................... 5
Performance Information ............................................ 5
Golden American Life Insurance Company ................................ 6
The Trusts ............................................................ 7
Golden American Separate Account B .................................... 7
The Investment Portfolios ............................................. 8
Investment Objectives .............................................. 8
Investment Management Fees ......................................... 10
The Fixed Interest Allocation ......................................... 10
Selecting a Guaranteed Interest Period ............................. 11
Guaranteed Interest Rates .......................................... 11
Transfers from a Fixed Interest Allocation ......................... 11
Withdrawals from a Fixed Interest Allocation ....................... 12
Market Value Adjustment ............................................ 12
The Annuity Contract .................................................. 13
Contract Date and Contract Year .................................... 13
Annuity Start Date ................................................. 13
Contract Owner ..................................................... 13
Annuitant .......................................................... 13
Beneficiary ........................................................ 14
Purchase and Availability of the Contract .......................... 14
Crediting of Premium Payments ...................................... 15
Contract Value ..................................................... 15
Cash Surrender Value ............................................... 16
Surrendering to Receive the Cash Surrender Value ................... 16
Addition, Deletion or Substitution of Subaccounts and Other Changes 17
The Fixed Account .................................................. 17
Other Contracts .................................................... 17
Other Important Provisions ......................................... 17
Withdrawals ........................................................... 18
Regular Withdrawals ................................................ 18
Systematic Withdrawals ............................................. 18
IRA Withdrawals .................................................... 20
Transfers Among Your Investments ...................................... 20
Dollar Cost Averaging .............................................. 21
Automatic Rebalancing .............................................. 22
Death Benefit Choices ................................................. 22
Death Benefit During the Accumulation Phase ........................ 22
</TABLE>

[Shaded Section Header]
- --------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------

<TABLE>
<CAPTION>
Page
<S> <C>
Standard Death Benefit ................................................... 22
Enhanced Death Benefits .................................................. 22
Death Benefit During the Income Phase ..................................... 23
Continuation After Death-Spouse ........................................... 23
Continuation After Death-Non-Spouse ....................................... 24
Charges and Fees ............................................................. 24
Charge Deduction Subaccount ............................................... 24
Charges Deducted from the Contract Value .................................. 24
No Surrender Charge ...................................................... 24
Premium Taxes ............................................................ 24
Transfer Charge .......................................................... 24
Charges Deducted from the Subaccounts ..................................... 25
Mortality and Expense Risk Charge ........................................ 25
Asset-Based Administrative Charge ........................................ 25
Trust Expenses ............................................................ 25
The Annuity Options .......................................................... 25
Annuitization of Your Contract ............................................ 25
Selecting the Annuity Start Date .......................................... 25
Frequency of Annuity Payments ............................................. 26
The Annuity Options ....................................................... 26
Income for a Fixed Period ................................................ 26
Income for Life with a Period Certain .................................... 26
Joint Life Income ........................................................ 26
Annuity Plan ............................................................. 27
Payment When Named Person Dies ............................................ 27
Other Contract Provisions .................................................... 27
Reports to Contract Owners ................................................ 27
Suspension of Payments .................................................... 27
In Case of Errors in Your Application ..................................... 28
Assigning the Contract as Collateral ...................................... 28
Contract Changes--Applicable Tax Law ...................................... 28
Free Look ................................................................. 28
Group or Sponsored Arrangements ........................................... 28
Selling the Contract ...................................................... 29
Other Information ............................................................ 29
Voting Rights ............................................................. 29
State Regulation .......................................................... 29
Legal Proceedings ......................................................... 30
Legal Matters ............................................................. 30
Experts ................................................................... 30
Federal Tax Considerations ................................................... 30
More Information About Golden American Life Insurance Company ................ 36
Financial Statements of Golden American Life Insurance Company ............... 36
Statement of Additional Information
Table of Contents ........................................................ 37
Appendix A
Market Value Adjustment Examples .......................................... A1

</TABLE>

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- --------------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM PAGE
Accumulation Unit 5
Annual Ratchet Enhanced Death Benefit 23
Annuitant 14
Annuity Start Date 13
Cash Surrender Value 16
Max 7 Enhanced Death Benefit 22
Contract Date 13
Contract Owner 13
Contract Value 16
Contract Year 13
Fixed Interest Allocation 10
Market Value Adjustment 12
Net Investment Factor 5
7% Solution Enhanced Death Benefit 23
Standard Death Benefit 22

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals

[Shaded Section Header]
- --------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES*

Surrender Charge................................................... None

Transfer Charge.................................................... None**

* If you invested in a Fixed Interest Allocation, a Market Value Adjustment
may apply to certain transactions. This may increase or decrease your
contract value and/or your transfer or surrender amount.

** We may in the future charge $25 per transfer if you make more than 12
transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE

Administrative Charge...............................................$ 0

SEPARATE ACCOUNT ANNUAL CHARGES***

***As a percentage of average daily assets in each subaccount. The
mortality and expense risk charge and the asset-based administrative
charge are deducted daily.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):

OTHER TOTAL
EXPENSES(2) EXPENSES
MANAGEMENT AFTER EXPENSE AFTER EXPENSE
PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT
----------------------- ------------ --------------- -----------------
Liquid Asset 0.56% 0.00% 0.56%
Limited Maturity Bond 0.56% 0.01% 0.57%
Global Fixed Income 1.60% 0.00% 1.60%
Total Return 0.91% 0.00% 0.91%
Fully Managed 0.96% 0.01% 0.97%
Equity Income 0.96% 0.00% 0.96%
Investors 1.00% 0.01% 1.01%
Large Cap Value 1.00% 0.01% 1.01%
Rising Dividends 0.96% 0.00% 0.96%
Capital Growth 1.04% 0.01% 1.05%
Growth 1.04% 0.00% 1.04%
Value Equity 0.96% 0.00% 0.96%
Research 0.91% 0.00% 0.91%
Managed Global 1.25% 0.00% 1.25%
All Cap 1.00% 0.00% 1.00%
Capital Appreciation 0.96% 0.00% 0.96%
Mid-Cap Growth 0.91% 0.00% 0.91%
Strategic Equity 0.96% 0.00% 0.96%
Small Cap 0.96% 0.00% 0.96%
Real Estate 0.96% 0.00% 0.96%
Hard Assets 0.96% 0.00% 0.96%
Developing World 1.75% 0.00% 1.75%

(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.

(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets. Other
expenses are based on actual expenses for the year ended December 31,
1999.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio):

[To be updated with 1999 numbers]
OTHER TOTAL
EXPENSES EXPENSES
MANAGEMENT AFTER EXPENSE AFTER EXPENSE
PORTFOLIO FEES REIMBURSEMENT REIMBURSEMENT(1)
- -------------------------- ------------ --------------- -----------------
[S] [C] [C] [C]
PIMCO High Yield Bond 0.50% 0.25%(2) 0.75%
PIMCO StocksPLUS Growth 0.40% 0.25% 0.65%
and Income

[To be updated with 1999 footnote, if any]
(1) PIMCO has agreed to waive some or all of its other expenses, subject to
potential future reimbursement, to the extent that total expenses for the
PIMCO High Yield Bond Portfolio and PIMCO StocksPLUS Growth and Income
portfolio would exceed 0.75% and 0.65%, respectively, due to payment by
the portfolios of their pro rata portion of Trustees' fees. Without this
agreement and, based on current estimates, total expenses would be 0.81%
for the PIMCO High Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS
Growth and Income portfolio.

[To be updated with 1999 footnote, if any]
(2) Since the PIMCO High Yield Bond portfolio commenced operations on April
30, 1998, other expenses as shown have been annualized for the year ended
December 31, 1998.

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. See the prospectuses
of the GCG Trust and the PIMCO Trust for additional information on portfolio
expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.

EXAMPLES:
The following examples are designed to show you the expenses you would pay
on a $1000 investment that earns 5% annually. Each example assumes election of
the Max 7 Enhanced Death Benefit. The examples reflect the deduction of a
mortality and expense risk charge, and an asset-based administrative charge.
If the Standard Death Benefit, the Annual Ratchet Enhanced Death Benefit, or
the 7% Solution Enhanced Death Benefit is elected instead of the Max 7
Enhanced Death Benefit used in the examples, the actual expenses will be less
than those represented in the examples.

Examples:
Whether you surrender or continue to hold your Contract at the end of the
applicable time period, you would pay the following expenses for each $1,000
invested:

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

<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Liquid Asset ...................
Limited Maturity Bond ..........
Global Fixed Income ............
Total Return ...................
Fully Managed ..................
Equity Income ..................
Investors ......................
Large Cap Value ................
Rising Dividends ...............
Capital Growth .................
Growth .........................
Value Equity ...................
Research .......................
Managed Global .................
All Cap ........................
Capital Appreciation ...........
Mid-Cap Growth .................
Strategic Equity ...............
Small Cap ......................
Real Estate ....................
Hard Assets ....................
Developing World ...............

THE PIMCO TRUST
PIMCO High Yield Bond ..........
PIMCO StocksPLUS
Growth and Income .............

</TABLE>

These examples should not be considered a representation of past or future
expenses. Actual expenses may be more or less than those shown subject to the
terms of your Contract.

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- --------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance
of the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

1) We take the net asset value of the subaccount at the end of each
business day.

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

3) We divide (2) by the net asset value of the subaccount at the end of the
preceding business day.

4) We then subtract the applicable daily mortality and expense risk charge
and the daily asset-based administrative charge from the subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
The value of each subaccount in your Contract will fluctuate depending
on the investment performance of subaccounts you choose. Since this is a new
Contract, there is no actual accumulation unit value history to illustrate.
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the
total investment value history of each such subaccount will be presented in a
subsequent version of this prospectus.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years ended
December 31, 1999 and 1998 are included in the Statement of Additional
Information. The audited consolidated financial statements of Golden American
for the years ended December 31, 1999, 1998 and 1997 are included in this
prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including
the average annual total return performance, yields and other nonstandard
measures of performance. Such performance data will be computed, or accompanied
by performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has
been investing in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at the beginning of

the period with no withdrawal at the end of the period. Total return figures
will reflect all recurring charges. Quotations of average annual return for
the Managed Global subaccount take into account the period before September 3,
1996, during which it was maintained as a subaccount of Golden American
Separate Account D. In addition, we may present historic performance data
for the investment portfolios since their inception reduced by some or all of
the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account
began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount 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 thus be slightly higher than the "yield" because of the compounding effect
of earnings. We calculate quotations of yield for the remaining subaccounts on
all investment income per accumulation unit earned during a given 30-day
period, after subtracting fees and expenses accrued during the period, assuming
no surrender and the selection of the Max 7 Enhanced Death Benefit.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (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), or any other rating
service, and (iii) the Consumer Price Index (measure for inflation) to
determine the real rate of return of an investment in the Contract. Our
reports and promotional literature may also contain other information
including the ranking of any subaccount based on rankings of variable
annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a hypothetical
contract and should be considered in light of other factors, including the
investment objective of the investment portfolio and market conditions. Please
keep in mind that past performance is not a guarantee of future results.

[Shaded Section Header]
- --------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------
Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company. Golden
American is authorized to sell insurance and annuities in all states, except
New York, and the District of Columbia. In May 1996, Golden American
established a subsidiary, First Golden American Life Insurance Company of New
York, which is authorized to sell annuities in New York and Delaware. Golden
American's consolidated financial statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American, Directed
Services, Inc., the investment manager of the GCG Trust and the distributor of
the Contracts, and other interests. Equitable of Iowa and another ING affiliate
own ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING
also owns Baring International Investment Limited, another portfolio manager of
the GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

[Shaded Section Header]
- --------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Trust is also a mutual fund whose shares are available to separate
accounts of insurance companies, including Golden American, for both variable
annuity contracts and variable life insurance policies and to qualified pension
and retirement plans. The address of the PIMCO Trust is 840 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust and the PIMCO
Trust, Directed Services, Inc., Pacific Investment Management Company and any
other insurance companies participating in the Trusts will monitor events to
identify and resolve any material conflicts that may arise.

You will find complete information about the GCG Trust and the PIMCO Trust in
the accompanying prospectus for each trust. You should read them carefully
before investing.

[Shaded Section Header]
- --------------------------------------------------------------------------
GOLDEN AMERICAN SEPARATE ACCOUNT B
- --------------------------------------------------------------------------
Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the SEC as a
unit investment trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts. We own all
the assets in Account B but such assets are kept separate from our other
accounts.

Account B is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of The GCG Trust and the PIMCO Trust. Each
investment portfolio has its own distinct investment objectives and policies.
Income, gains and losses, realized or unrealized, of a portfolio are credited
to or charged against the corresponding subaccount of Account B without regard
to any other income, gains or losses of the Company. Assets equal to the
reserves and other contract liabilities with respect to each are not chargeable
with liabilities arising out of any other business of the Company. They may,
however, be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B. If the
assets in Account B exceed the required reserves and other liabilities, we may
transfer the excess to our general account. We are obligated to pay all
benefits and make all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in Account B
but are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract.

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- --------------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
You bear the entire investment risk for amounts you allocate to the investment
portfolios, and you may lose your principal.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio 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. You can find more detailed information
about the investment portfolios in the prospectuses for the GCG Trust and the
PIMCO Trust. You should read these prospectuses before investing.

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- ----------------------- -----------------------------------------------------------------------------
<S> <C>
THE GCG TRUST
Liquid Asset Seeks high level of current income consistent with the preservation of
capital and liquidity.
Invests primarily in obligations of the U.S. Government and its agencies
and instrumentalities, bank obligations, commercial paper and short-term
corporate debt securities. All securities will mature in less than one year.
-----------------------------------------------------------------------------
Limited Maturity Bond Seeks highest current income consistent with low risk to principal and
liquidity. Also seeks to enhance its total return through capital
appreciation when market factors, such as falling interest rates and rising
bond prices, indicate that capital appreciation may be available without
significant risk to principal.
Invests primarily in diversified limited maturity debt securities with
average maturity dates of five years or shorter and in no cases more than
seven years.
-----------------------------------------------------------------------------
Global Fixed Income Seeks high total return.
Invests primarily in high-grade fixed income securities, both foreign and
domestic.
-----------------------------------------------------------------------------
Total Return Seeks above-average income (compared to a portfolio entirely invested in
equity securities) consistent with the prudent employment of capital.
Invests primarily in a combination of equity and fixed income securities.
-----------------------------------------------------------------------------
Fully Managed Seeks, over the long term, a high total investment return consistent with
the preservation of capital and with prudent investment risk.
Invests primarily in the common stocks of established companies believed
by the portfolio manager to have above-average potential for capital
growth.
-----------------------------------------------------------------------------
Equity Income Seeks substantial dividend income as well as long-term growth of capital.
Invests primarily in common stocks of well-established companies paying
above-average dividends.
------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Investors Seeks long-term growth of capital. Current income is a secondary objective.
Invests primarily in equity securities of U.S. Companies and to a lesser
degree, debt securities.
-------------------------------------------------------------------------------
Large Cap Value Seeks long-term growth of capital and income.
Invests primarily in equity and equity-related securities of companies with
market capitalization greater than $1 billion.
-------------------------------------------------------------------------------
Rising Dividends Seeks capital appreciation. A secondary objective is dividend income.
Invests in equity securities that meet the following quality criteria: regular
dividend increases; 35% of earnings reinvested annually; and a credit
rating of "A" to "AAA".
-------------------------------------------------------------------------------
Capital Growth Seeks long-term total return.
Invests primarily in common stocks of companies where the potential for
change (earnings acceleration) is significant.
-------------------------------------------------------------------------------
Growth Seeks capital appreciation.
Invests primarily in common stocks of growth companies that have
favorable relationships between price/earnings ratios and growth rates in
sectors offering the potential for above-average returns.
-------------------------------------------------------------------------------
Value Equity Seeks capital appreciation. Dividend income is a secondary objective.
Invests primarily in common stocks of domestic and foreign issuers which
meet quantitative standards relating to financial soundness and high
intrinsic value relative to price.
-------------------------------------------------------------------------------
Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or securities convertible into common
stocks of companies believed to have better than average prospects for
long-term growth.
-------------------------------------------------------------------------------
Managed Global Seeks capital appreciation.
Current income is only an incidental consideration. Invests primarily in
common stocks traded in securities markets throughout the world.
-------------------------------------------------------------------------------
All Cap Seeks capital appreciation through investment in secuities which the
portfolio manager believes have above-average capital appreciation
potential.
Invests primarily in equity securities of U.S. companies of any size.
-------------------------------------------------------------------------------
Capital Appreciation Seeks long-term capital growth.
Invests primarily in equity securities believed by the portfolio manager to
be undervalued.
-------------------------------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of companies with medium market
capitalization which the portfolio manager believes have above-average
growth potential.
-------------------------------------------------------------------------------
Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium- and small-sized companies.
-------------------------------------------------------------------------------
Small Cap Seeks long-term capital appreciation.
Invests primarily in equity securities of companies that have a total
market capitalization within the range of companies in the Russell 2000
Growth Index or the Standard & Poor's Small-Cap 600 Index.
-------------------------------------------------------------------------------
Real Estate Seeks capital appreciation. Current income is a secondary objective.
Invests primarily in publicly-traded real estate equity securities.
-------------------------------------------------------------------------------
Hard Assets Seeks long-term capital appreciation.
Invests primarily in hard asset securities. Hard asset companies produce a
commodity which the portfolio manager is able to price on a daily or
weekly basis.
-------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Developing World Seeks capital appreciation.
Invests primarily in equity securities of companies in developing or
emerging countries.
-------------------------------------------------------------------------------
THE PIMCO TRUST
PIMCO High Yield Bond Seeks to maximize total return, consistent with preservation of capital and
prudent investment management.
Invests in at least 65% of its assets in a diversified portfolio of junk bonds
rated at least B by Moody's Investor Services, Inc. or Standard & Poor's or,
if unrated, determined by the portfolio manager to be of comparable
quality.
-------------------------------------------------------------------------------
PIMCO StocksPLUS Seeks to achieve a total return which exceeds the total return performance
Growth and Income of the S&P 500.
Invests primarily in common stocks, options, futures, options on futures
and swaps.
-------------------------------------------------------------------------------
</TABLE>

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust. The GCG
Trust pays Directed Services a monthly fee for its investment advisory and
management services. The monthly fee is based on the average daily net assets
of an investment portfolio, and in some cases, the combined total assets of
certain grouped portfolios. Directed Services provides or procures, at its own
expense, the services necessary for the operation of the portfolios. Directed
Services (and not the GCG Trust) pays each portfolio manager a monthly fee for
managing the assets of a portfolio. For a list of the portfolio managers, see
the front cover of this prospectus. Directed Services does not bear the expense
of brokerage fees and other transactional expenses for securities, taxes (if
any) paid by a portfolio, interest on borrowing, fees and expenses of the
independent trustees, and extraordinary expenses, such as litigation or
indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
the PIMCO Trust. The PIMCO Trust pays PIMCO a monthly advisory fee and a
monthly administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the portfolios and
for administering the PIMCO Trust.

You can find more detailed information about each portfolio including its
management fees in the prospectus for each trust. You should read these
prospectuses before investing.

[Shaded Section Header]
- --------------------------------------------------------------------------
THE FIXED INTEREST ALLOCATION
- --------------------------------------------------------------------------
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select.
We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years,
although we may not offer all these periods in the future. You may select one
or more guaranteed interest periods at any one time. We will credit your Fixed
Interest Allocation with a guaranteed interest rate for the interest period you
select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. You bear the risk that you may receive less than your principal if
we apply a Market Value Adjustment.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract 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 GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar
Cost Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals,
transfers or other charges we may impose, including any Market Value
Adjustment. Your Fixed Interest Allocation will be credited with the guaranteed
interest rate in effect for the guaranteed interest period you selected when we
receive and accept your premium or reallocation of contract value. We will
credit interest daily at a rate which yields the quoted guaranteed interest
rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have
a specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates
at our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. 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 the level of future interest rates
but no Fixed Interest Allocation will ever have a guaranteed interest rate of
less than 3% per year.

We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate
and not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account B. We will transfer amounts from your Fixed
Interest Allocations starting with the guaranteed interest period nearest its
maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and
such a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we
are offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing
Fixed Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract
value in any Fixed Interest Allocation. You may make systematic withdrawals of
only the interest earned during the prior month, quarter or year, depending on
the frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest
Allocation may be subject to a Market Value Adjustment. Be aware that
withdrawals may have federal income tax consequences, including a 10% penalty
tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii)
if on the annuity start date a guaranteed interest period for any Fixed
Interest Allocation does not end on or within 30 days of the annuity start
date.

We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

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

Where,

o "I" is the Index Rate for a Fixed Interest Allocation on the first day of
the guaranteed interest period;

o "J" is the Index Rate for a new Fixed Interest Allocation with a
guaranteed interest period equal to the time remaining (rounded up to the
next full year except in Pennsylvania) in the guaranteed interest period;
and

o "N" is the remaining number of days in the guaranteed interest period at
the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28
days. If the Ask Yields are no longer available, we will determine the Index
Rate by using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix A.

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THE ANNUITY CONTRACT
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The Contract described in this prospectus is a deferred combination variable
and fixed annuity contract. The Contract provides a means for you to invest in
one or more of the available mutual fund portfolios of the GCG Trust and the
PIMCO Trust through Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12- month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. 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 will determine the applicable death
benefit if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the
beneficiary if no beneficiary has been designated or the beneficiary has
predeceased the contract owner. In the case of a joint owner of the Contract
dying before the income phase begins, we will designate the surviving contract
owner as the beneficiary. This will override any previous beneficiary
designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the Trust has been
designated, the availability of enhanced death benefits will be based on the
age of the annuitant at the time you purchase the Contract.

JOINT OWNER. For non-qualified Contracts only, joint owners may be named
in a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner and the death benefit is paid upon the death
of the first of the joint owners to die. Joint owners may only select the
Standard Death Benefit option. Upon adding an additional owner to a contract
which was issued with an Enhanced Death Benefit option, generally, your death
benefit will be changed automatically to a Standard Death Benefit and your
mortality and expense risk charges will be lowered correspondingly to that
which is charged under the Standard Death Benefit Option. Also note that if any
owner's age is 86 or greater, even the standard death benefit guarantee will
also be lost. Note that returning a Contract to single owner status will not
restore any Enhanced Death Benefit. Unless otherwise specified, the term "age"
when used for joint owners shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an
individual, in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract 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 before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not
been designated, or if there is no designated beneficiary living, the contract
owner will be the beneficiary. If the annuitant was the sole contract 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
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract 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 contract
owner's estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

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 some of the rights and options under the Contract.

CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed death benefit and/or
the death benefit applied to the contract. The new owner's age, as of the date
of the change, will be used as the basis for determining which option to use.
The new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in effect
prior to the change in owner will remain in effect. If the new owner's age is
greater than 79, but less than or equal to 85, and if the contract was issued
with an enhanced death benefit, the death benefit will become the Standard
Death Benefit. If the new owner's age is greater than 85, the death benefit
will be the cash surrender value. Once a death benefit has been changed due to
a change in owner, a subsequent change to a younger owner will not restore any
enhanced death benefits.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may also change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day
if all information necessary is received. In certain states we also accept
initial and additional premium payments by wire order. Wire transmittals must
be accompanied by sufficient electronically transmitted data. We may retain
your initial premium payment for up to 5 business days while attempting to
complete an incomplete application. If the application cannot be completed
within this period, we will inform you of the reasons for the delay. We will
also return the premium payment immediately unless you direct us to hold the
premium payment until the application is completed. For initial premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and the completed application.
Once the completed application is received, we will allocate the payment to the
subaccount and/or Fixed Interest Allocation specified by you within 2 business
days. We will make inquiry to discover any missing information related to
subsequent payments. For any subsequent premium payments, the payment will be
credited at the accumulation unit value next determined after receipt of your
premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of
the premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account B with respect to your Contract.
The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker-dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

(1) If either your state or broker-dealer do not permit us to issue a
Contract without an application, we reserve the right to rescind the
Contract if we do not receive and accept a properly completed application
or enrollment form within 5 days of the premium payment. If we do not
receive the application or form within 5 days of the premium payment, we
will refund the contract value plus any charges we deducted, and the
Contract will be voided. Some states require that we return the premium
paid, in which case we will comply.

(2) If your state and broker-dealer allow us to issue a Contract without an
application, we will issue and mail the Contract to you, together with an
Application Acknowledgement Statement for your execution. Until our
Customer Service Center receives the executed Application Acknowledgement
Statement, neither you nor the broker-dealer may execute any financial
transactions on your Contract unless they are requested in writing by
you. We may require additional information before complying with your
request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated to a subaccount
specially designated by the Company (currently, the Liquid Asset subaccount)
during the free look period. After the free look period, we will convert your
contract value (your initial premium plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected. The accumulation
units will be allocated based on the accumulation unit value next computed for
each subaccount. Initial premiums designated for Fixed Interest Allocations
will be allocated to a Fixed Interest Allocation with the guaranteed interest
period you have chosen; however, in the future we may allocate the premiums to
the specially designated subaccount during the free look period.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which
you are invested.

CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees, and premium taxes.

CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract
value in the subaccount in which you are invested is equal to the initial
premium paid and designated to be allocated to the subaccount. On the contract
date, we allocate your contract value to each subaccount and/or a Fixed
Interest Allocation specified by you, 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
Interest Allocation may be allocated to a subaccount specially designated by
the Company during the free look period for this purpose (currently, the Liquid
Asset subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

(1) We take the contract value in the subaccount at the end of the
preceding business day.

(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.

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

(4) We add to (3) any additional premium payments, and then add or subtract
any transfers to or from that subaccount.

(5) We subtract from (4) any withdrawals, and then subtract any contract
fees and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and

interest credited to Fixed Interest Allocations and any Market Value
Adjustment. We do not guarantee any minimum cash surrender value. On any date
during the accumulation phase, we calculate the cash surrender value as
follows: we start with your contract value, then we adjust for any Market Value
Adjustment, then we deduct any charge for premium taxes and any other charges
incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center.
We will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value
within 7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute a portfolio subject
to those instructions, we will execute your instructions using the substituted
portfolio, unless you request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii)
operate Account B as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account B as a unit investment trust
under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Account B; and (v) combine
Account B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts. These contracts have different charges that could
effect their performance, and may offer different benefits more suitable to
your needs. To obtain more information about these other contracts, contact our
Customer Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.

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WITHDRAWALS
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Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as
a request to surrender the Contract.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise
the withdrawal will be made on a pro rata basis from all of the subaccounts in
which you are invested. If there is not enough contract value in the
subaccounts, we will deduct the balance of the withdrawal from your Fixed
Interest Allocations starting with the guaranteed interest periods nearest
their maturity dates until we have honored your request. We will apply a Market
Value Adjustment to any withdrawal from your Fixed Interest Allocation taken
more than 30 days before its maturity date. We will determine the contract
value as of the close of business on the day we receive your withdrawal request
at our Customer Service Center. The contract value may be more or less than the
premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not affect the withdrawal amount
you receive.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it is at least 28 days after your
contract date. You also select the date on which the systematic withdrawals
will be made, but this date cannot be later than the 28th day of the month. If
you have elected to receive systematic withdrawals but have not chosen a date,
we will make the withdrawals on the same calendar day of each month as your
contract date. If your contract date is after the 28th day of the month, your
systematic withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:

MAXIMUM PERCENTAGE
FREQUENCY OF CONTRACT VALUE
Monthly 1.25%
Quarterly 3.75%
Annually 15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage, consider the Fixed Dollar
Systematic Withdrawal Feature which you may add to your regular fixed dollar
systematic withdrawal program.

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed
the maximum percentage, we will send the amount, and then automatically cancel
your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) and 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. The systematic withdrawal option may commence in a contract
year where a regular withdrawal has been taken but you may not change the
amount or percentage of your withdrawals in any contract year during which
you have previously taken a regular withdrawal. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals.

FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic
withdrawal program. This feature allows you to receive a systematic withdrawal
in a fixed dollar amount regardless of any Market Value Adjustments. Systematic
withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q) and
72(t) distributions. You choose the amount of the fixed systematic withdrawals,
which may total up to a maximum of 15% of your contract value as determined on
the day we receive your election of this feature. The maximum limit will not be
recalculated when you make additional premium payments, unless you instruct us
to do so. We will assess a Market Value Adjustment on the withdrawal date if
the withdrawal from a Fixed Interest Allocation exceeds your interest earnings
on the withdrawal date. We will apply any Market Value Adjustment directly to
your contract value (rather than to the withdrawal) so that the amount of each
systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to Market Value Adjustments when they exceed the
applicable free withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your distributions commence. You may elect to take IRA
withdrawals at that time, or at a later date. You may not elect IRA withdrawals
and participate in systematic withdrawals at the same time. If you do not elect
to take IRA withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. 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, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you 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. When we determine the required IRA
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 IRA
withdrawal amount is greater than the contract value, we will cancel the
Contract and send you the amount of the cash surrender value. You may change
the payment frequency of your IRA withdrawals once each contract year or cancel
this option at any time by sending us satisfactory notice to our Customer
Service Center at least 7 days before the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

Consult your tax adviser regarding the tax consequences associated with taking
withdrawals. You are responsible for determining that withdrawals comply with
applicable law A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

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TRANSFERS AMONG YOUR INVESTMENTS
- --------------------------------------------------------------------------
You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or
terminate transfer privileges if required by our business judgement or in
accordance with applicable law. We will apply a Market Value Adjustment to
transfers from a Fixed Interest Allocation taken more than 30 days before its
maturity date, unless the transfer is made under the dollar cost averaging
program. Transfers between Special Funds and other investment portfolios will
result in a transfer of the Guaranteed Death Benefit in proportion to the
contract value transferred. In cases where more than one Guaranteed Death
Benefit exists because of such transfers, each death benefit will be combined
to calculate the total death benefit.

Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone or over the internet that
we reasonably believe to be genuine. We require personal identifying
information to process a request for transfer made over the telephone or
internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have
at least $1,200 of contract value in the (i) Limited Maturity Bond subaccount
or the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a
1-year guaranteed interest period. These subaccounts or Fixed Interest
Allocations serve as the source accounts from which we will, on a monthly
basis, automatically transfer a set dollar amount of money to other subaccounts
selected by you.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over
the long term. However, we cannot guarantee this. When you elect the dollar
cost averaging program, you are continuously investing in securities regardless
of fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. If your source account is the Limited
Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed
Interest Allocation, the maximum amount that can be transferred each month is
your contract value in such source account divided by 12. You may change the
transfer amount once each contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment.

If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation may not participate in the
dollar cost averaging program and in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program or
otherwise modify, suspend or terminate this program. Of course, such change
will not affect any dollar cost averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation 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 withdrawal option only if 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, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the 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
contract value among the subaccounts 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.

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DEATH BENEFIT CHOICES
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DEATH BENEFIT DURING THE ACCUMULATION PHASE

During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value
is calculated at the close of the business day on which we receive written
notice and due proof of death, as well as any required paperwork, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of death, the amount of benefit
payable in the future may be affected. The proceeds may be received in a single
sum or applied to any of the annuity options. If we do not receive a request to
apply the death benefit proceeds to an annuity option, we will make a single
sum distribution. We will generally pay death benefit proceeds within 7 days
after our Customer Service Center has received sufficient information to make
the payment. You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit Option; (2) the 7% Solution Enhanced Death Benefit
Option; (3) the Annual Ratchet Enhanced Death Benefit Option; or (4) the Max 7
Enhanced Death Benefit Option. Once you choose a death benefit, it cannot be
changed. We may in the future stop or suspend offering any of the enhanced
death benefit options to new Contracts. A change in ownership of the Contract
may affect the amount of the death benefit.

STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you elect one of the enhanced death benefits. The Standard Death
Benefit under the Contract is the greatest of (i) your contract value prior to
death; (ii) total premium payments reduced by a pro rata adjustment for any
withdrawal; and (iii) the cash surrender value.

ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the
Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit is
elected, the death benefit under the Contract is the greatest of (i) the
contract value; (ii) total premium payments reduced by a pro rata adjustment
for any withdrawal; (iii) the cash surrender value; and (iv) the enhanced death
benefit as calculated below.

The Max 7 Enhanced Death Benefit is the greater of (1) the 7% Solution
Enhanced Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit. Under
this Benefit option, the 7% Solution Enhanced Death Benefit and the Annual
Ratchet Enhanced Death Benefit are calculated in the same manner as if each
were the elected benefit.

<TABLE>
<CAPTION>
|------------------------------------------------------------------------------------------------------|
| How the Enhanced Death Benefit is Calculated |
| |
| 7% Solution Annual Ratchet |
| <C> <C> |
|------------------------------------------------------------------------------------------------------|
| On each business day that occurs on or | On each contract anniversary that occurs on |
| before the contract owner turns 80, we credit | or before the contract owner turns age 80, we |
| interest at the 7% annual effective rate to | compare the prior enhanced death benefit to |
| the enhanced death benefit from the | the contract value and select the larger |
| preceding day (which would be the initial | amount as the new enhanced death benefit. |
| premium if the preceding day is the | On all other days, the enhanced death benefit |
| date), then we add additional premiums paid | is the amount determined below. We first |
| since the preceding day, then we adjust for | take the enhanced death benefit from the |
| any withdrawals made (including any | preceding day (which would be the initial |
| Market Value Adjustment applied to | premium if the valuation date is the contract |
| withdrawals) since the preceding day. At age | date) and then we add additional premiums |
| 80 or at the time of maximum death | paid since the preceding day, and then reduce |
| is reached, the accumulation rate will | the Enhanced Death Benefit pro rata for any |
| change. | contract value withdrawn. That amount |
| | becomes the new enhanced death benefit. |
| The maximum enhanced death benefit is 3 | |
| times all premium payments as reduced by | |
| adjustments for withdrawals.*** | |
|------------------------------------------------------------------------------------------------------|

</TABLE>

* The interest rate used for calculating the 7% Solution Enhanced Death
Benefit for the Liquid Asset and Limited Maturity Bond investment
portfolios and the Fixed Account, will be the lesser of (1) 7% and (2) the
interest rate, positive or negative, providing a yield on the Guaranteed
Death Benefit equal to the net return for the current valuation period on
the contract value allocated to Special Funds. We may, with 30 days notice
to you, designate any fund as a Special Fund on existing contracts with
respect to new premiums added to such fund and also with respect to new
transfers to such funds. Thus selecting these investments may limit the
enhanced death benefit.

** Each premium payment reduced by adjustments for any withdrawal will
continue to grow at the 7% annual effective rate until the maximum is
reached.

*** Each withdrawal reduces the enhanced death benefit and the maximum enhanced
death benefit as follows: If total 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 reduce the
enhanced death benefit and the maximum enhanced death benefit. Once
withdrawals in any contract year exceed 7% of cumulative premiums,
withdrawals will reduce enhanced death benefit and the maximum enhanced
death benefit in proportion to the reduction in contract value pro rata.

The Enhanced Death Benefits are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract owner
is other than an individual) is less than 80 years old at the time of purchase.
Enhanced Death Benefits are not available where a Contract is owned by joint
owners.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the
annuity in effect at the time.

CONTINUATION AFTER DEATH-SPOUSE
If at the Owner's death, the surviving spouse of the deceased Owner is the
beneficiary and such surviving spouse elects to continue the contract as his or
her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts. If
there is no contract value in any subaccount, the addition will be allocated to
the Liquid Assets subaccount, or its successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

This addition to contract value is available only to the spouse of the owner as
of the date of death of the owner if such spouse under the provisions if this
contract holder elects to continue the contract as his or her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the owner, the
contract may continue in force subject to normal distribution rules.

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CHARGES AND FEES
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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 distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. In the event there are any profits from fees and
charges deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE

We deduct the following charges from your contract value:

NO SURRENDER CHARGE. We do not deduct any surrender charges for
withdrawals.

PREMIUM TAXES. We may make a charge for state and local premium taxes
depending your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with
changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin.
In those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract or when you take an the
annuity start date.

TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for
each transfer after the twelfth transfer in a contract year. If such a charge
is assessed, we would deduct the charge from the subaccounts and the Fixed
Interest Allocations from which each such transfer is made in proportion to the
amount being transferred from each such subaccount and Fixed Interest
Allocation unless you have chosen to have all charges deducted from a single
subaccount. The charge will not apply to any transfers due to the election of
dollar cost averaging, auto rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS

MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge
is deducted each business day. The amount of the mortality and expense risk
charge depends on the death benefit you have elected. If you have elected the
Standard Death Benefit, the charge, on an annual basis, is equal to 0.35% of
the assets you have in each subaccount. The charge is deducted on each business
day at the rate of .000961% for each day since the previous business day. If
you have elected an enhanced death benefit, the charge, on an annual basis, is
equal to 0.50% for the Annual Ratchet Enhanced Death Benefit, 0.70% for the 7%
Solution Enhanced Death Benefit or 0.80% for the Max 7 Enhanced Death Benefit,
of the assets you have in each subaccount. The charge is deducted each business
day at the rate of .001373%, .001925%, or .002201%, respectively, for each day
since the previous business day.

ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the
rate of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Please read the respective Trust prospectus for details.

[Shaded Section Header]
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THE ANNUITY OPTIONS
- --------------------------------------------------------------------------
ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.

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 start
date. If, at the time of the contract owner's death or the annuitant's death
(if the contract owner is not an individual), no option has been chosen for
paying death benefit proceeds, the beneficiary may choose an annuity 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 contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate) under applicable
law, the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

(1) The person named to receive payment is other than the contract owner
or beneficiary;

(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.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start 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" and the
Statement of Additional Information. For a Contract purchased in connection
with a qualified plan, other than a Roth IRA, distributions must commence not
later than April 1st of the calendar year following the calendar year in which
you attain age 70 1/2 (or, in some cases, retire). Distributions may be made
through annuitization or withdrawals. You should consult your tax adviser for
tax advice.

FREQUENCY OF ANNUITY PAYMENTS
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, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed
annuity option, the contract value in the subaccounts is transferred to the
Company's general account.

OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the
contract value on the annuity start date. We guarantee that each monthly
payment will be at least the amount stated in your Contract. If you prefer, you
may request that payments be made in annual, semi-annual or quarterly
installments. We will provide you with illustrations if you ask for them. If
the cash surrender value or contract value is applied under this option, a 10%
penalty tax may apply to the taxable portion of each income payment until the
contract owner reaches age 59 1/2.

OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period 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
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.

OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be 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 if you ask for them.

OPTION 4. ANNUITY PLAN. The contract value can be applied to any other
annuitization plan that we choose to offer on the annuity start date. Annuity
payments under Option 4 may be fixed or variable. If variable and subject to
the Investment Company Act of 1940, it will comply with the requirements of
such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still
due as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

(1) For Option 1, or any remaining guaranteed payments under Option 2, we
will continue payments. Under Options 1 and 2, the discounted values of
the remaining guaranteed payments may be paid 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 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 option agreement will state the amount we
will pay, if any.

[Shaded Section Header]
- --------------------------------------------------------------------------
OTHER CONTRACT PROVISIONS
- --------------------------------------------------------------------------
REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender
value, and the death benefit as of the end of the calendar quarter. The report
will also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Account
B invests, as well as any other reports, notices or documents we are required
by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment
or determination of values on any business day (1) when the New York Stock
Exchange is closed; (2) when trading on the New York Stock Exchange is
restricted; (3) when an emergency exists as determined by the SEC so that the
sale of securities held in Account B may not reasonably occur or so that the
Company may not reasonably determine the value of Account B's net assets; or
(4) during any other period when the SEC so permits for the protection of
security holders. We have the right to delay payment of amounts from a Fixed
Interest Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
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.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
understand that your rights and any beneficiary's rights may be subject to the
terms of the assignment. An assignment may have federal tax consequences. 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.

CONTRACT CHANGES APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, (i) we adjust your contract value for any market value
adjustment (if you have invested in the fixed account), and (ii) then we
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios and the potential
positive or negative effect of the market value adjustment, the contract value
returned may be greater or less than the premium payment you paid. Some states
require us to return to you the amount of the paid premium (rather than the
contract value) in which case you will not be subject to investment risk during
the free look period. In these states, your premiums designated for investment
in the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose (currently, the
Liquid Asset subaccount). We may, in our discretion, require that premiums
designated for investment in the subaccounts from all other states as well as
premiums designated for a Fixed Interest Allocation be allocated to the
specially designated subaccount during the free look period. Your Contract is
void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period,
we will put your money in the subaccount(s) chosen by you, based on the
accumulation unit value next computed for each subaccount, and/or in the Fixed
Interest Allocation chosen by you.

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 an alternative or reduced death
benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. Directed Services receives no
compensation for acting as principal underwriter under a distribution
agreement, and, in turn, pays no commissions to the writing agent. The
principal address of Directed Services is 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380. Directed Services enters into sales agreements with
broker-dealers to sell the Contracts under specific selling arrangement
through registered representatives who are licensed to sell securities and
variable insurance products. These broker-dealers are registered with the SEC
and are members of the National Association of Securities Dealers, Inc.
Directed Services receives no commissions on sales of the Contract.

[Table with Shaded Header]
------------------------------------------------------------
| UNDERWRITER COMPENSATION |
|----------------------------------------------------------|
| NAME OF | AMOUNT OF | OTHER |
| PRINCIPAL | COMMISSION TO BE | COMPENSATION |
| UNDERWRITER | PAID UPON SALE | Reimbursement of |
| | | any |
| Directed | | covered expenses |
| Services, Inc. | None | incurred |
| | | by registered |
| | | representatives |
| | | in |
| | | connection with |
| | | the distribution |
| | | of the |
| | | Contracts. |
------------------------------------------------------------

Certain sales agreements may provide for a quarterly trail commission
based on a percentage of contract value paid at the end of each quarter

[Shaded Section Header]
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OTHER INFORMATION
- --------------------------------------------------------------------------
VOTING RIGHTS
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 subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one
share of the portfolio in which a subaccount invests. We count fractional
votes. 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 receive your
instructions in time, we will vote the shares in the same proportion as the
instructions received from all contracts in that subaccount. We will also vote
shares we hold in Account B which are not attributable to contract owners in
the same proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. 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 where required by those 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
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a material
adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was 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 and
Account B appearing in this prospectus or 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 in this
prospectus or 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.

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FEDERAL TAX CONSIDERATIONS
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The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be
complete or to cover all tax situations. This discussion is not intended as tax
advice. You should consult your counsel or other competent tax advisers for
more complete information. This discussion is based upon our understanding of
the present federal income tax laws. We do not make any representations as to
the likelihood of continuation of the present federal income tax laws or as to
how they may be interpreted by the IRS.

TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving
favorable tax treatment. Some retirement plans are subject to distribution and
other requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with

respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for non-qualified
Contracts to be treated as annuity contracts for federal income tax purposes.
It is intended that Account B, through the subaccounts, will satisfy these
diversification requirements.

In certain circumstances, owners of variable annuity contracts have been
considered for federal income tax purposes to be the owners of the assets of
the separate account supporting their contracts due to their ability to
exercise investment control over those assets. When this is the case, the
contract owners have been currently taxed on income and gains attributable to
the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been
explicitly addressed in published rulings. While we believe that the Contracts
do not give contract owners investment control over Account B assets, we
reserve the right to modify the Contracts as necessary to prevent a contract
owner from being treated as the owner of the Account B assets supporting the
Contract.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non- qualified Contracts contain
provisions that are intended to comply with these Code requirements, although
no regulations interpreting these requirements have yet been issued. We intend
to review such provisions and modify them if necessary to assure that they
comply with the applicable requirements when such requirements are clarified by
regulation or otherwise. See "Death Benefit Choices" for additional information
on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution
occurs or until annuity payments begin. (For these purposes, the agreement to
assign or pledge any portion of the contract value, and, in the case of a
qualified Contract, any portion of an interest in the qualified plan, generally
will be treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums
or other consideration you paid for the contract less any nontaxable
withdrawals)during the taxable year. There are some exceptions to this rule and
a prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs,
the amount received will be treated as ordinary income subject to tax up
to an amount equal to the excess (if any) of the contract value immediately
before the distribution over the contract owner's investment in the Contract
at that time. The tax treatment of market value adjustments is uncertain. You
should consult a tax adviser if you are considering taking a withdrawal from
your Contract in circumstances where a market value adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.

Penalty Tax on Certain Withdrawals. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

o made on or after the taxpayer reaches age 59 1/2;

o made on or after the death of a contract owner;

o attributable to the taxpayer's becoming disabled; or

o made as part of a series of substantially equal periodic payments for
the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special
rules may be applicable in connection with the exceptions enumerated above. A
tax adviser should be consulted with regard to exceptions from the penalty tax.

ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract
has been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if
distributed in a lump sum, they are taxed in the same manner as a surrender of
the Contract, or (ii) if distributed under a payment option, they are taxed in
the same way as annuity payments.

TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity
phase, or the exchange of a Contract may result in certain tax consequences to
you that are not discussed herein. A contract owner contemplating any such
transfer, assignment or exchange, should consult a tax advisor as to the tax
consequences.

WITHHOLDING. Annuity distributions are generally subject to withholding
for the recipient's federal income tax liability. Recipients can generally
elect, however, not to have tax withheld from distributions.

MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred one annuity contract for
purposes of determining the amount includible in such contract owner's income
when a taxable distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in
excess of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract
owners, annuitants, and beneficiaries are cautioned that the rights of any
person to any benefits under these qualified retirement plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and
conditions of the Contract, but we shall not be bound by the terms and
conditions of such plans to the extent such terms contradict the Contract,
unless the Company consents.

DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based
on the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner
(or plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.

WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any owner of a non-qualified contract dies before the annuity start date,
the death benefit payable to the beneficiary will be distributed as follows:
(a) the death benefit must be completely distributed within 5 years of the
contract owner's date of death; or (b) the beneficiary may elect, within the
1-year period after the contract owner's date of death, to receive the death
benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the
contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1)
all rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American
will belong to the spouse as contract owner of the Contract. This election will
be deemed to have been made by the spouse if such spouse makes a premium
payment to the Contract or fails to make a timely election as described in this
paragraph. If the owner's beneficiary is a nonspouse, the distribution
provisions described in subparagraphs (a) and (b) above, will apply even if the
annuitant and/or contingent annuitant are alive at the time of the contract
owner's death.

If we do not receive an election from a nonspouse owner's beneficiary within
the 1-year period after the contract owner's date of death, then we will pay
the death benefit to the owner's beneficiary in a cash

payment within five years from date of death. We will determine the death
benefit as of the date we receive proof of death. We will make payment of the
proceeds on or before the end of the 5-year period starting on the owner's date
of death. Such cash payment will be in full settlement of all our liability
under the Contract.

If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract
or allowed by us will pass to the contract owner's beneficiary.

If the Contract has joint owners we will consider the date of death of the
first joint owner as the death of the contract owner and the surviving joint
owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before
transfer of the Contract. Employers intending to use the Contract with such
plans should seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to contribute to
a Roth IRA. Contributions to a Roth IRA, which are subject to certain
limitations, are not deductible, and must be made in cash or as a rollover or
transfer from another Roth IRA or other IRA. A rollover from or conversion of
an IRA to a Roth IRA may be subject to tax, and other special rules may apply.
Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject
to certain exceptions) or (2) during the five taxable years starting with the
year in which the first contribution is made to the any IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an
annuity for the employee's retirement. These premium payments may be subject to
FICA (social security) tax. Distributions of (1) salary reduction contributions
made in years beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year beginning
before January 1, 1989, are not allowed prior to age 59 1/2, separation from
service, death or disability. Salary reduction contributions may also be
distributed upon hardship, but would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced

Death Benefit could be characterized as an incidental benefit, the amount of
which is limited in any Code section 401(a) pension or profit-sharing plan or
Code section 403(b) tax-sheltered annuity. Employers using the Contract may
want to consult their tax adviser regarding such limitation. Further, the
Internal Revenue Service has not addressed in a ruling of general applicability
whether a death benefit provision such as the Enhanced Death Benefit provision
in the Contract comports with IRA or Roth IRA qualification requirements.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect
to other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). A tax adviser should be consulted
with respect to legislative developments and their effect on the Contract.

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MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
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[To be added by pre-effective amendment]

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FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
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[To be added by pre-effective amendment]

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STATEMENT OF ADDITIONAL INFORMATION
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TABLE OF CONTENTS

ITEM PAGE
Introduction...................................................... 1
Description of Golden American Life Insurance Company............. 1
Safekeeping of Assets.............................................. 1
The Administrator.................................................. 1
Independent Auditors............................................... 1
Distribution of Contracts.......................................... 2
Performance Information............................................ 2
IRA Withdrawal Option.............................................. 6
Other Information.................................................. 6
Financial Statements of Separate Account B......................... 6
Appendix -- Description of Bond Ratings........................... A-1

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PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT
OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND
THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.
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PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

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NAME

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SOCIAL SECURITY NUMBER

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STREET ADDRESS

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CITY, STATE, ZIP

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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 Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 8%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest 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 Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest 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: WITHDRAWAL EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of
$114,530 is requested 3 years into the guaranteed interest period;
that the then Index Rate ("J") for a 7 year guaranteed interest
period is 8%; and that no prior transfers or withdrawals affecting
this Fixed Interest Allocation have been made.

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

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

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

Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate of 7%; that a withdrawal of $130,500
requested 3 years into the guaranteed interest period; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

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

1. The contract value of Fixed Interest 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 ) ^ ( 2,555 / 365) -1) = $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 withdrawal paid to you is $130,500,
as requested. The Fixed Interest Allocation will be reduced by the
amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest
Allocation of $124,230.

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ING VARIABLE ANNUITIES

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

XXXXXX ACCESS ONE [__/__/00]

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.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable

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

(a) EXHIBITS.

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

3(a) Restated Certificate of Incorporation of Golden American
Life Insurance Company, as amended (1)

3(b) By-Laws of Golden American Life Insurance Company, as
amended (1)

3(c) Resolution of Board of Directors for Powers of Attorney (1)

4(a) Individual Deferred Combination Variable and Fixed Annuity
Contract (1)

4(b) Group Deferred Combination Variable and Fixed Annuity
Certificate (1)

4(c) Individual Deferred Variable Annuity Contract (1)

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

4(e) Roth Individual Retirement Annuity Rider (1)

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

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

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

5 Opinion and Consent of Myles R. Tashman (1)

10(a) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa (1)

10(b) Service Agreement between Golden American and Directed
Services, Inc. (1)

10(c) Asset Management Agreement between Golden American and
ING Investment Management LLC (1)

10(d) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc. (1)

10(e) Revolving Note Payable between Golden American and
SunTrust Bank (1)

10(f) Participation Agreement between Golden American
and the Evergreen Variable Annuity Trust. (1)

10(g) Surplus Note, dated 12/17/96, between Golden American and
Equitable of Iowa companies (1)

10(h) Surplus Note, dated 12/30/98, between Golden American and
Equitable of Iowa companies (1)

10(i) Surplus Note, dated 09/30/99, between Golden American and
ING AIH (1)

10(j) Surplus Note, dated 12/08/99, between Golden American and
First Columbine Life Insurance Company. (1)

10(k) Surplus Note, dated 12/30/99, between Golden American and
Equitable of Iowa companies. (1)

23(a) Consent of Sutherland, Asbill & Brennan LLP (1)

23(b) Consent of Ernst & Young LLP (1)

23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
Part II, together with the Opinion of Myles R. Tashman (1)

24 Powers of Attorney

27 Financial Data Schedule (1)

(1) To be filed by Pre-Effective Amendment.

(b) FINANCIAL STATEMENT SCHEDULE.

(1) All financial statements are included in the Prospectus
as indicated therein
(2) Schedules I, III, IV follow. All other schedules to the consolidated
financial statements required by Article 7 of Regulation S-X are
omitted because they are not applicable or because the information
is included elsewhere in the consolidated financial statements or
notes thereto (To be provided by Amendment):

<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 caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Chester
and the Commonwealth of Pennsylvania, on the 3rd day of April, 2000.

GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Registrant)

By:
------------------------
Barnett Chernow*
President

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 April 3, 2000.

Signature Title

President and Director
- --------------------
Barnett Chernow*

Senior Vice President and
- -------------------- Chief Financial Officer
E. Robert Koster*

DIRECTORS OF DEPOSITOR

- -----------------------
Myles R. Tashman*

- -----------------------
Michael W. Cunningham*

- -----------------------
Phillip R. Lowery*

- -----------------------
Mark A. Tullis*

By: /s/Marilyn Talman, Attorney-in-Fact
---------------------
Marilyn Talman
_________________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.

EXHIBIT INDEX

ITEM EXHIBIT PAGE #
24 Powers of Attorney EX-24

EXHIBIT 24
ING VARIABLE ANNUITIES
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being duly
elected Directors and/or Officers of Golden American Life Insurance
Company ("Golden American"), constitute and appoint Myles R. Tashman,
and Marilyn Talman, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution for him or her in his or her name, place and stead,
in any and all capacities, to sign the following Golden American
registration statements, and current amendments to registration
statements, and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
affirming all that said attorneys-in-fact and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof:

Variable Annuity Product named Golden Select Access One

* Initial registration of Contracts under Separate Account B of Golden
American's Registration Statement on Form N-4 (Nos. 333-_____; 811-5626).

* Initial registration of fixed account interests on Golden American's
Registration Statement on Form S-1 (No. 333-_____).

SIGNATURE TITLE DATE
- --------- ----- ----

/s/Barnett Chernow
- ----------------------- Director, Chairman of March 20, 2000
Barnett Chernow the Board of
Directors and President
/s/Myles R. Tashman
- ----------------------- Director, Executive March 20, 2000
Myles R. Tashman Vice President,
General Counsel and
Secretary
/s/E. Robert Koster
- ----------------------- Senior Vice President March 16, 2000
E. Robert Koster and Chief Financial
Officer

/s/Michael W. Cunningham
- ----------------------- Director March 18, 2000
Michael W. Cunningham

/s/Phillip R. Lowery
- ----------------------- Director March 18, 2000
Phillip R. Lowery

/s/Mark A. Tullis
- ----------------------- Director March 17, 2000
Mark A. Tullis

1475 Dunwoody Drive GoldenSelect Series
West Chester, PA 19380-1478 Issued by Golden American Life Insurance Company