SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, N-4 EL/A, 1997-09-24

SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
N-4 EL/A, 1997-09-24

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As Filed with the Securities and Exchange Commission on September 23, 1997
Registration Nos. 333-28769; 811-05626
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1
Post-Effective Amendment No.___
and/or

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 48

SEPARATE ACCOUNT B
(EXACT NAME OF REGISTRANT)

GOLDEN AMERICAN LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

1001 Jefferson Street
Wilmington, DE 19801
302-576-3400
(ADDRESS AND TELEPHONE NUMBER OF DEPOSITOR'S PRINCIPAL OFFICES)

Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Susan S. Krawczyk, Esq.
1001 Jefferson Street, Suite 400 Sutherland, Asbill & Brennan LLP
Wilmington, DE 19801 1275 Pennsylvania Avenue, N.W.
(NAME AND ADDRESS OF AGENT FOR SERVICE Washington, D.C. 20004-2404
OF PROCESS)

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

DECLARATION PURSUANT TO RULE 24f-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite amount of securities
being offered.
- --------------------------------------------------------------------------
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.

CROSS REFERENCE SHEET
Pursuant to Rule 495(a)

PART A

N-4 Item Prospectus Heading

1. Cover Page Cover Page

2. Definitions Definition of Terms

3. Synopsis Summary of the Contracts

4. Condensed Financial Information Condensed Financial Information

5. General Description of Facts About the Company
Registrant, Depositor, and the Accounts
and Portfolio Companies

6. Deductions and Expenses Charges and Fees

7. General Description of Variable Facts About the Contracts
Annuity Contracts

8. Annuity Period Choosing Your Annuitization Options

9. Death Benefit Facts About the Contracts

10. Purchases and Contract Value Facts About the Contracts,
Charges and Fees

11. Redemptions Facts About the Contracts

12. Taxes Federal Tax Considerations
Additional Considerations

13. Legal Proceedings Regulatory Information

14. Table of Contents of the Statement of Additional Information
Statement of Additional
Information

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PART B

Statement of Additional
N-4 Item Information Heading

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and Description of Golden American
History Life Insurance Company

18. Services Safekeeping of Assets,
Independent Auditors

19. Purchase of Securities Distribution of Contracts
Being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Performance Information
Data

22. Annuity Payments Part A, Choosing Your
Annuitization Options

23. Financial Statements Part B, Financial Statements of
Separate Account B,

Financial Statements of The Managed
Global Account of Separate
Account D,

Part A, Financial Statements of
Golden American Life
Insurance Company

PART C

Items required in Part C are located therein.

<PAGE>
<PAGE>
PART A

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

DEFERRED COMBINATION VARIABLE AND
FIXED ANNUITY PROSPECTUS
GOLDENSELECT ACCESS

______________________________________________________________________

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

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

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

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

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

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

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

This prospectus describes your principal rights and limitations and
sets forth the information concerning the Accounts that investors
should know before investing. A Statement of Additional Information,
dated September [__], 1997, about Account B has been filed with the
Securities and Exchange Commission ("SEC") and is available without
charge upon request. To obtain a copy of this document call or write
our Customer Service Center. The Table of Contents of the Statement
of Additional Information may be found on the last page of this
prospectus. The Statement of Additional Information is incorporated
herein by reference.
______________________________________________________________________

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

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

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

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

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

PROSPECTUS DATED: SEPTEMBER [__], 1997

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TABLE OF CONTENTS

Page

Definition of Terms . . . . . . . . . . . . . . . . . .
Summary of the Contract . . . . . . . . . . . . . . . .
Fee Table . . . . . . . . . . . . . . . . . . . . . . .
Condensed Financial and Other Information . . . . . . .
Index of Investment Experience Financial Statements
Performance Related Information Introduction . . . . .
Facts About the Company and the Accounts . . . . . . .
Golden American . . . . . . . . . . . . . . . . . .
The GCG Trust and the ESS Trust . . . . . . . . . .
Separate Account B . . . . . . . . . . . . . . . . .
Account B Divisions . . . . . . . . . . . . . . . .
Changes Within Account B . . . . . . . . . . . . . .
The Fixed Account . . . . . . . . . . . . . . . . .
Facts About the Contract . . . . . . . . . . . . . .
The Owner . . . . . . . . . . . . . . . . . . . . .
The Annuitant . . . . . . . . . . . . . . . . . . .
The Beneficiary . . . . . . . . . . . . . . . . . .
Change of Owner or Beneficiary . . . . . . . . . . .
Availability of the Contract . . . . . . . . . . . .
Types of Contracts . . . . . . . . . . . . . . . . .
Your Right to Select or Change Contract Options . .
Premiums . . . . . . . . . . . . . . . . . . . . . .
Making Additional Premium Payments . . . . . . . . .
Crediting Premium Payments . . . . . . . . . . . . .
Restrictions on Allocation of Premium Payments . . .
Your Right to Reallocate . . . . . . . . . . . . . .
Dollar Cost Averaging . . . . . . . . . . . . . . .
What Happens if a Division is Not Available . . . .
Your Accumulation Value . . . . . . . . . . . . . .
Accumulation Value in Each Division . . . . . . . .
Measurement of Investment Experience . . . . . . . .
Cash Surrender Value . . . . . . . . . . . . . . . .
Surrendering to Receive the Cash Surrender Value . .
Partial Withdrawals . . . . . . . . . . . . . . . .
Automatic Rebalancing . . . . . . . . . . . . . . .
Proceeds Payable to the Beneficiary . . . . . . . .
Death Benefit Options . . . . . . . . . . . . . . .
Reports to Owners . . . . . . . . . . . . . . . . .
When We Make Payments . . . . . . . . . . . . . . .
Charges and Fees . . . . . . . . . . . . . . . . . . .
Charge Deduction Division . . . . . . . . . . . . .
Charges Deducted from the Accumulation Value . . . .
Charges Deducted from the Divisions . . . . . . . .
Trust Expenses . . . . . . . . . . . . . . . . . . .

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Page

Choosing Your Annuitization Options . . . . . . . . . .
Annuitization of Your Contract . . . . . . . . . . .
Annuity Commencement Date . . . . . . . . . . . . .
Selection Frequency . . . . . . . . . . . . . . . .
Selection . . . . . . . . . . . . . . . . . . . . .
The Annuitization Options . . . . . . . . . . . . .
Payment When Named Person Dies . . . . . . . . . . .
Other Contract Provisions . . . . . . . . . . . . . . .
In Case of Errors in Application Information . . . .
Contract Changes . . . . . . . . . . . . . . . . . .
Applicable Tax Law . . . . . . . . . . . . . . . . .
Your Right to Cancel or Exchange Your Contract . . .
Other Contract Changes . . . . . . . . . . . . . . .
Group or Sponsored Arrangements . . . . . . . . . .
Selling the Contract . . . . . . . . . . . . . . . .
Regulatory Information . . . . . . . . . . . . . . . .
Voting Rights . . . . . . . . . . . . . . . . . . .
State Regulation . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . .
More Information About Golden American Life
Insurance Company . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . .
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . .
Directors and Executive Officers . . . . . . . . . .
Compensation Tables and Other Information . . . . .
Federal Tax Considerations . . . . . . . . . . . . . .
Introduction . . . . . . . . . . . . . . . . . . . .
Tax Status of Golden American . . . . . . . . . . .
Taxation on Non-qualified Annuities . . . . . . . .
IRA Contracts and Other Qualified Retirement Plans .
Federal Income Tax Withholding . . . . . . . . . . .

Unaudited Financial Statements of Golden American Life
Insurance Company . . . . . . . . . . . . . . . . .

Audited Financial Statements of Golden American
Life Insurance Company . . . . . . . . . . . . . . .
Statement of Additional Information . . . . . . . . . .
Table of Contents . . . . . . . . . . . . . . . . .
Appendix A . . . . . . . . . . . . . . . . . . . . . . A1
Market Value Adjustment Examples . . . . . . . . . . A1

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

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____________________________________________________________________

DEFINITION OF TERMS

ACCOUNTS -- Separate Account B and the Fixed Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

CONTRACT ANNIVERSARY -- The anniversary of the Contract Date.

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

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

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

CONTRACT YEAR -- The period between Contract anniversaries.

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

DIVISIONS -- The investment options available under Account B.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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____________________________________________________________________

SUMMARY OF THE CONTRACT

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

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

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

DESCRIPTION OF THE CONTRACT

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

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

AVAILABILITY
We can issue a Contract if both the Annuitant and the Owner are not
older than age 85 and accept additional premium payments until
either the Annuitant or Owner reaches the Attained Age of 85 for non-
qualified plans (age 70 for qualified plans, except for rollover
contributions). The minimum Initial Premium is $10,000 for a non-
qualified plan and $1,500 for a qualified plan. We may change the
minimum initial or additional premium requirements for certain group
or sponsored arrangements. See Other Contract Provisions, Group or
Sponsored Arrangements.

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

THE DIVISIONS
Each of the twenty Divisions of Account B offered under this
prospectus invests in a mutual fund portfolio with its own distinct
investment objectives and policies. Each Division of Account B
invests in a corresponding Series of the GCG Trust, managed by
Directed Services, Inc. ("DSI"), or a corresponding Series of the
ESS Trust, managed by Equitable Investment Services, Inc. ("EISI,"
and together with DSI, the "Managers"). The Trusts and the Managers
have retained several portfolio managers to manage the assets of
each Series. See Facts About the Company and the Accounts, Account B
Divisions.

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

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

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

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

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

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

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

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

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

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

DEATH BENEFIT OPTIONS
The Contract provides a death benefit to the beneficiary if the
Owner dies prior to the Annuity Commencement Date. Subject to our
rules, there are three death benefit options that may be available
to you under the Contract: the Standard Death Benefit Option; the 7%
Solution Enhanced Death Benefit Option; and the Annual Ratchet
Enhanced Death Benefit Option. See Facts About the Contract, Death
Benefit Options. We may offer a reduced death benefit under certain
group and sponsored arrangements. See Other Contract Provisions,
Group or Sponsored Arrangements.

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

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

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

4
<PAGE>
<PAGE>
____________________________________________________________________

FEE TABLE

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

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

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

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

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

Emerging Markets
Series:(/7/) 1.75% 0.05% 1.80%

Managed Global
Series:(/8/) 1.25% 0.01% 1.26%

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

THE ESS TRUST ANNUAL EXPENSES:

<CAPTION>
OTHER TOTAL
EXPENSES EXPENSES
MANAGEMENT AFTER EXPENSE AFTER EXPENSE
SERIES FEES(/5/) REIMBURSEMENTS (/9/) REIMBURSEMENTS
------ --------- ----------------------- --------------

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

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

International Fixed
Income Portfolio: 0.85% 0.75% 1.60%

</TABLE>
____________________

(1) A Market Value Adjustment, which may increase or decrease
your Accumulation Value, may apply to certain transactions. See
Market Value Adjustment.

(2) We also deduct a charge for premium taxes (which can range
from 0% to 3.5% of premium) from your Accumulation Value on the
Annuity Commencement Date. See Premium Taxes.

(3) We reserve the right to impose a charge in the future at a
maximum of $25 for each allocation change in excess of twelve
per Contract Year. See Excess Allocation Charge.
(4) See Facts About the Contract, Death Benefit Options, for a
description of the Contract's Standard and Enhanced Death
Benefit Options.
(5) Fees decline as combined assets increase (see Account B
Divisions and the Trust prospectuses for details).
(6) Other Expenses generally consist of independent trustees
fees and expenses.
(7) Expenses have been restated to reflect current fees.

5
<PAGE>
<PAGE>

(8) The expenses for the Managed Global Series are based on the
actual experience of the Series together with that of its
predecessor for accounting purposes, the Managed Global Account
of Separate Account D. On September 3, 1996, the Managed Global
Account was reorganized into the Managed Global Division of
Account B and the Managed Global Series of the GCG Trust.
(9) Other expenses shown take into account the effect of EISI's
agreement to reimburse the portfolios, except the International
Fixed Income Portfolio, for all operating expenses, excluding
management fees, that exceed 0.40% of their average daily net
assets. This reimbursement agreement commenced February 1, 1997.
Prior to February 1, 1997, EISI reimbursed these portfolios for
all operating expenses, excluding management fees, that exceeded
0.75% of their average daily net assets. Other expenses for the
International Fixed Income Portfolio shown take into account the
effect of EISI's agreement to reimburse the portfolio for all
operating expenses, excluding management fees, that exceed 0.75%
of its average daily net assets. This reimbursement is voluntary
and can be terminated at any time. In the absence of the current
reimbursement agreement, Other Expenses would have been 0.55%,
0.51%, 0.45%, 0.69%, 0.95%, and 1.09%, respectively, for the
OTC, Research, Total Return, Growth & Income, Value + Growth,
and International Fixed Income Portfolios for the first two
quarters ending June 30, 1997.

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

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

<TABLE>
<CAPTION>
DIVISION ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Multiple Allocation................... $ 27.84 $ 85.39 $ 145.50 $307.81
Fully Managed......................... $ 27.84 $ 85.39 $ 145.50 $307.81
Capital Appreciation.................. $ 27.84 $ 85.39 $ 145.50 $307.81
Rising Dividends...................... $ 27.84 $ 85.39 $ 145.50 $307.81
All-Growth............................ $ 27.84 $ 85.39 $ 145.50 $307.81
Real Estate........................... $ 27.84 $ 85.39 $ 145.50 $307.81
Hard Assets........................... $ 27.84 $ 85.39 $ 145.50 $307.81
Value Equity.......................... $ 27.84 $ 85.39 $ 145.50 $307.81
Strategic Equity...................... $ 27.84 $ 85.39 $ 145.50 $307.81
Small Cap............................. $ 27.84 $ 85.39 $ 145.50 $307.81
Emerging Markets...................... $ 35.80 $ 108.93 $ 184.16 $381.86
Managed Global........................ $ 30.44 $ 93.10 $ 158.24 $332.59
OTC................................... $ 29.84 $ 91.33 $ 155.31 $326.94
Research.............................. $ 29.84 $ 91.33 $ 155.31 $326.94
Total Return.......................... $ 29.84 $ 91.33 $ 155.31 $326.94
Growth & Income....................... $ 31.33 $ 95.76 $ 162.61 $341.01
Value + Growth........................ $ 31.33 $ 95.76 $ 162.61 $341.01
International Fixed Income............ $ 33.81 $ 103.09 $ 174.64 $363.95
Limited Maturity Bond................. $ 23.94 $ 73.70 $ 126.06 $269.31
Liquid Asset.......................... $ 23.94 $ 73.70 $ 126.06 $269.31
</TABLE>

________________________________________________________________________________

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

________________________________________________________________________________

6
<PAGE>
<PAGE>

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

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

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

____________________________________________________________________

CONDENSED FINANCIAL AND OTHER INFORMATION

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

FINANCIAL STATEMENTS

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

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

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

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

Performance information for a Division may be compared, in reports
and promotional literature, to: (i) the Standard & Poor's 500 Stock
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue
Money Market Institutional Averages, or other indices measuring
performance of a pertinent group of securities so that investors may
compare a Division's results with those of a group of securities
widely regarded by investors as representative of the securities
markets in general; (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds and
other investment companies by overall performance, investment
objectives, and assets, or tracked by other ratings services,
including VARDS, companies, publications, or persons who rank
separate accounts or other investment products on overall
performance or other criteria; and (iii) the Consumer Price Index
(measure for inflation) to assess the real rate of return from an
investment in the Contract. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses. Performance
information for any Division reflects only the performance of a
hypothetical Contract under which the Accumulation Value is
allocated to a Division during a particular time period on which the
calculations are based. Performance information should be considered
in light of the investment objectives and policies, characteristics
and

7
<PAGE>
<PAGE>

quality of the portfolio of the Series of the respective Trust
in which the Division invests and the market conditions during the
given time period, and should not be considered as a representation
of what may be achieved in the future. For a description of the
methods used to determine yield and total return for the Divisions,
see the Statement of Additional Information. Reports and promotional
literature may also contain other information including the ranking
of any Division derived from rankings of variable annuity separate
accounts or other investment products tracked by Lipper Analytical
Services or by rating services, companies, publications, or other
persons who rank separate accounts or other investment products on
overall performance or other criteria.

____________________________________________________________________

INTRODUCTION

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

____________________________________________________________________

FACTS ABOUT THE COMPANY AND THE ACCOUNTS

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

Equitable of Iowa is the holding company for Equitable Life
Insurance Company of Iowa, USG Annuity & Life Company, Locust Street
Securities, Inc., Equitable American Insurance Company, Equitable
Investment Services, Inc. ("EISI"), Equitable of Iowa Securities
Network, Inc., Directed Services, Inc. ("DSI"), and Golden American.
On July 7, 1997, Equitable of Iowa Companies and ING Groep, N.V.
("ING") entered into a definitive merger agreement providing for
Equitable of Iowa to become a wholly owned subsidiary of ING in a
transaction expected to occur in the fourth quarter of this year.
ING, headquartered in the Netherlands, is a global financial
services holding company with over $275 billion in assets and
another $50 billion in third-party assets under management. It is
anticipated that Equitable of Iowa's operations will be merged with
the North American life insurance operations of ING.

As of December 31, 1996, Equitable of Iowa had over $12.5 billion in
assets.

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

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

The ESS Trust is also an open-end management investment company.
Currently, the ESS Trust's shares are not available to separate
accounts of other insurance companies other than insurance companies
affiliated with Equitable of Iowa such as Golden American. It is
anticipated that in the future the ESS Trust will become available
to separate accounts of unaffiliated companies as well as to
separate accounts funding variable life insurance policies offered
by Golden American.

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

8
<PAGE>
<PAGE>

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

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

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

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

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

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

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

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

9
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<PAGE>

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

Emerging Markets Series: 1.75% of average daily net
assets

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

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

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

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

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

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

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

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

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

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

CAPITAL APPRECIATION DIVISION
CAPITAL APPRECIATION SERIES
OBJECTIVE -- Long-term capital growth.
INVESTMENTS -- Invests in common stocks and preferred stock that will
be allocated among various categories of stocks referred to as
"components" which consist of the following: (i) The Growth
Component -- Securities that the portfolio manager believes have the
following characteristics: stability and quality of earnings and
positive earnings momentum; dominant competitive positions; and
demonstrate above-average growth rates as compared to

10
<PAGE>
<PAGE>

published S&P
500 earnings projections; and (ii) The Value Component--Securities
that the portfolio manager regards as fundamentally undervalued,
i.e., securities selling at a discount to asset value and securities
with a relatively low price/earnings ratio. The securities eligible
for this component may include real estate stocks, such as
securities of publicly owned companies that, in the portfolio
manager's judgment, offer an optimum combination of current dividend
yield, expected dividend growth, and discount to current real estate
value.
PORTFOLIO MANAGER -- Chancellor LGT Asset Management, Inc.

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

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

REAL ESTATE DIVISION
REAL ESTATE SERIES
OBJECTIVE -- Capital appreciation, with current income as a secondary
objective.
INVESTMENTS -- Investment in publicly traded equity securities of
companies in the real estate industry listed on national exchanges
or on the National Association of Securities Dealers Automated
Quotation System.
PORTFOLIO MANAGER -- E.I.I. Realty Securities, Inc.

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

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

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

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

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

11
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<PAGE>

PORTFOLIO MANAGER -- Putnam Investment Management, Inc.

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

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

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

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

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

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

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

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

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

INTERNATIONAL FIXED INCOME DIVISION
INTERNATIONAL FIXED INCOME PORTFOLIO
OBJECTIVE -- High total return.

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

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

When permitted by law, We reserve the right to:

(1)deregister Account B under the 1940 Act;

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

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

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

(5)combine Account B with other accounts.

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

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

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

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

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

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

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

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

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

At least 30 calendar days prior to a Maturity Date of any of your
Fixed Allocations, or earlier if required by state law, we will send
you a notice of the Guarantee Periods then available. Prior to the
Maturity Date of your Fixed Allocations you must notify us as to
which Division or new Guarantee Period you have selected. If timely
instructions are not received, we will transfer your Accumulation
Value in the maturing Fixed Allocation to a Fixed Allocation with a
Guarantee Period equal in length to the expiring Guarantee Period.
If such Guarantee Period is not available or extends beyond your
Annuity Commencement Date, we will transfer your Accumulation Value
in the maturing Fixed Allocation to the next shortest Guarantee
Period which does not extend beyond the Annuity Commencement Date.
If no such Guarantee Period is available, we will transfer your
Accumulation Value to the Specially Designated Division.

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

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

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

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

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

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

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withdrawal, transfer or annuitization; and "N" is the remaining
number of days in the Guarantee Period at the time of the
withdrawal, transfer or annuitization.

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

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

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

____________________________________________________________________

FACTS ABOUT THE CONTRACT

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

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

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

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

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

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

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

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

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

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

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

CHANGE OF OWNER OR BENEFICIARY

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

AVAILABILITY OF THE CONTRACT
We can issue a Contract if both the Annuitant and the Owner are not
older than age 85.

TYPES OF CONTRACTS

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

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

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

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

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

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

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

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

MAKING ADDITIONAL PREMIUM PAYMENTS

You may make additional premium payments after the end of the Free
Look Period. We can accept additional premium payments until either
the Annuitant or Owner reaches the Attained Age of 85 under non-
qualified plans. For qualified plans, no contributions may be made
to an IRA Contract for the taxable year in which you attain age

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70 1/2
and thereafter (except for rollover contributions). The minimum
additional premium payment we will accept is $250 for a non-
qualified plan and $100 for a qualified plan.

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

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

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

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

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

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

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

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

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

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

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YOUR RIGHT TO REALLOCATE

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

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

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

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

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

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

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

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

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

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

Such a distribution can occur when (a) an investment portfolio
matures, or (b) a distribution from a portfolio or Division cannot
be reinvested in the portfolio or Division due to the unavailability
of securities for acquisition.

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

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

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

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

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

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

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

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

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

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

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

(a)any Contract fees; and

(b)any charge for premium taxes.

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

MEASUREMENT OF INVESTMENT EXPERIENCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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FREQUENCY MAXIMUM

Monthly 1.25%
Quarterly 3.75%
Annual 15.00%

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

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

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

IRA PARTIAL WITHDRAWAL OPTION. If you have an IRA Contract and will
attain age 70 1/2 in the current calendar year, distributions may be
made to you to satisfy requirements imposed by Federal tax law. IRA
partial withdrawals provide payout of amounts required to be
distributed by the Internal Revenue Service rules governing
mandatory distributions under qualified plans. See Federal Tax
Considerations. We will send you a notice before your distributions
commence, and you may elect this option at that time, or at a later
date. You may not elect IRA partial withdrawals while the Systematic
Partial Withdrawal Option is in effect. If you do not elect the IRA
Partial Withdrawal Option, and distributions are required by Federal
tax law, distributions adequate to satisfy the requirements imposed
by Federal tax law may be made. Thus, if the Systematic Partial
Withdrawal Option is in effect, distributions under that option must
be adequate to satisfy the mandatory distribution rules imposed by
Federal tax law.

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

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

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

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

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

AUTOMATIC REBALANCING

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

Under the program you may elect to have all your allocations among
the Divisions rebalanced on a quarterly, semi-annual, or annual
calendar basis. The minimum size of an allocation to a Division must
be in full percentage points. Rebalancing does not affect any
amounts that you have allocated to the Fixed Account. The program
may be used

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in conjunction with the systematic partial withdrawal
option only where such withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost
averaging. Automatic rebalancing will not take place during the Free
Look Period.

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

PROCEEDS PAYABLE TO THE BENEFICIARY
If the Owner or the Annuitant (when the Owner is other than an
individual) dies prior to the Annuity Commencement Date, we will pay
the Beneficiary the death benefit proceeds under the Contract. Such
amount may be received in a single sum or applied to any of the
Annuity Options. See The Annuity Options. If we do not receive a
request to apply the death benefit proceeds to an Annuity Option, a
single sum distribution will be made. Any distributions from non-
qualified Contracts must comply with applicable Federal tax law
distribution requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1)The NYSE is closed for trading;

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

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

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

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

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

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

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

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

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

____________________________________________________________________

CHARGES AND FEES

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

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

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

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

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

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

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

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

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

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

____________________________________________________________________

CHOOSING YOUR ANNUITIZATION OPTIONS

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

You may also elect an Annuity Option on surrender of the Contract
for its Cash Surrender Value or you may choose one or more Annuity
Options for the payment of death benefit proceeds while it is in
effect and before the Annuity Commencement Date. If, at the time of
the Owner's death or the Annuitant's death (if the Owner is not an
individual), no option has been chosen for paying death benefit
proceeds, the Beneficiary may choose an option

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within 60 days. In
all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable Federal tax law.

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

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

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

Our approval is needed for any option where:

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

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

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

ANNUITY COMMENCEMENT DATE SELECTION

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

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

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

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

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

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

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

25
<PAGE>
<PAGE>

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

(1)For option 1, or any remaining guaranteed payments under option
2, payments will be continued. Under options 1 and 2, the
discounted values of the remaining guaranteed payments may be
paid 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 for option 2 per year. We will,
however, base the discount interest rate on the interest rate
used to calculate the payments for options 1 and 2 if such
payments were not based on the tables in the Contract.

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

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

OTHER CONTRACT PROVISIONS

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

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

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

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

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

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

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

YOUR RIGHT TO CANCEL OR EXCHANGE YOUR CONTRACT

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

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

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

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
administration and mortality and expense risk charges. We may also
change the minimum initial and additional premium requirements, or
offer a reduced death benefit. Group arrangements include those in
which a trustee or an employer, for example, purchases Contracts

26
<PAGE>
<PAGE>

covering a group of individuals on a group basis. Sponsored
arrangements include those in which an employer allows us to sell
Contracts to its employees on an individual basis.

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

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

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

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

____________________________________________________________________

REGULATORY INFORMATION

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

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

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

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

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

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

EXPERTS
The audited financial statements of Golden American Life Insurance
Company, Separate Account B and The Managed Global Account of
Separate Account D appearing or incorporated by reference in the
Statement of Additional Information and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing or incorporated by
reference in the Statement of Additional Information

27
<PAGE>
<PAGE>

and in the
Registration Statement and are included or incorporated by reference
in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

____________________________________________________________________

MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

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

<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
----------------------------------------------------------------------------------------
POST-ACQUISITION | PRE-ACQUISITION
------------------------------- | --------------------------------------------------------
FOR THE 6 FOR THE PERIOD | FOR THE PERIOD
MONTHS ENDED AUGUST 14, 1996 | JANUARY 1, 1996
JUNE 30 THROUGH | THROUGH FOR THE FISCAL YEARS ENDED DECEMBER 31
1997 DECEMBER 31, | AUGUST 13, ----------------------------------------
(UNAUDITED) 1996 | 1996 1995 1994 1993 1992(A)
--------------- --------------- | --------------- ---------- ---------- -------- --------
<S> <C> <C> | <C> <C> <C> <C> <C>
Annuity and Interest |
Sensitive Life Product |
Charges................ $ 9,781 $ 8,768 | $12,259 $ 18,388 $ 17,519 $ 10,192 $ 694
Net Income before |
Federal Income Tax..... $ 84 $ 570 | $ 1,736 $ 3,364 $ 2,222 $ (1,793) $ (508)
Net Income (Loss)....... $ 18 $ 350 | $ 3,199 $ 3,364 $ 2,222 $ (1,793) $ (508)
Total Assets............ $1,974,917 $1,677,899 | N/A $1,197,688 $1,044,760 $886,155 $320,539
Total Liabilities....... $1,834,693 $1,537,415 | N/A $1,099,563 $ 955,254 $857,558 $306,197
Total Stockholder's |
Equity................. $ 140,224 $ 140,484 | N/A $ 98,125 $ 89,506 $ 28,597 $ 14,342
</TABLE>
________________

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

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

<TABLE>
<CAPTION>
SELECTED STATUTORY FINANCIAL DATA
(IN THOUSANDS)
----------------
FOR THE 6 MONTHS ------------------------------------------------------
ENDED JUNE 30 FOR THE FISCAL YEARS ENDED DECEMBER 31
1997 ------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
---------------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Premiums & Annuity
Considerations......... $ 241,895 $ 442,852 $ 124,687 $294,550 $505,465 $191,039
Net Income (Loss) before
Federal Income Tax..... $ (2,367) $ (9,137) $ (4,117) $(11,260) $ (9,417) $ (4,225)
Net Income (Loss)....... $ (2,174) $ (9,188) $ (4,117) $(11,260) $ (9,401) $ (3,986)
Total Assets............ $1,826,067 $1,544,931 $1,124,840 $988,180 $834,123 $302,200
Total Liabilities....... $1 748,472 $1,464,502 $1,058,483 $921,888 $815,301 $289,995
Total Capital &
Surplus................ $ 77,595 $ 80,430 $ 66,357 $ 66,292 $ 18,822 $ 12,205
</TABLE>

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

28
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<PAGE>

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

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

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

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

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

THE FIRST SIX MONTHS OF 1997 COMPARED TO THE SAME PERIOD OF 1996.
PREMIUMS

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
---------------- | ---------------
Six Months ended Percentage Dollar |
June 30 1997 Change Change | 1996
- ------------------------------------------------------------------------------------|-----------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Variable annuity |
premiums: |
Separate account $ 91,290 (9.3)% $ (9,409) | $100,699
Fixed account 140,841 16.9 20,412 | 120,429
----------------------------------------------------------|-----------------
Total variable annuity |
premiums 232,131 5.0 11,003 | 221,128
Variable life premiums 10,378 37.2 2,811 | 7,567
----------------------------------------------------------|----------------
Total premiums $242,509 6.0% $13,814 | $228,695
===========================================================================
</TABLE>

Variable annuity separate account premiums decreased 9.3% during the
first six months of 1997, while variable life premiums increased
37.2% during the same period. The fixed account portion of the
Company's variable annuity premiums increased 16.9% during the first
six months of 1997 due to the Company's marketing emphasis on fixed
rates during the second quarter of 1997. Premiums, net of
reinsurance, for variable products from four significant sellers
totalled $174 million or 72% of total premiums for the first six
months of 1997.

29
<PAGE>
<PAGE>

REVENUES

<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
---------------- | ---------------
Percentage Dollar |
Six Months ended June 30 1997 Change Change | 1996
- ------------------------------------------------------------------------------------|-----------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Annuity and interest sensitive |
life product charges $ 9,781 2.2% $ 212 | $ 9,569
Management fee revenue 1,278 15.1 168 | 1,110
Net investment income 11,492 218.5 7,883 | 3,609
Realized gains (losses) on |
investments 52 112.5 470 | (418)
Other income 272 405.5 218 | 54
----------------------------------------------------------|----------------
Total revenue $22,875 64.3% $8,951 | $13,924
===========================================================================

</TABLE>

Total revenues increased 64.3% in the first six months of 1997.
Annuity and interest sensitive life product charges increased 2.2%
in the first six months of 1997 due to additional fees earned from
the increasing block of business under management in the Separate
Accounts and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $1.3 million, for the first six
months of 1997 ($1.1 million for the same period of 1996).

Net investment income increased 218.5% in the first six months of
1997 due to the increase in invested assets. The company had
$52,000 of realized gains on the sale of investments in the first
six months of 1997, compared to a loss of $0.4 million in the same
period of 1996.

Other income increased 405.5% in the first six months of 1997
primarily as a result of increased income from a modified
coinsurance agreement with an unaffiliated reinsurer.

EXPENSES

Total insurance benefits and expenses increased $10.2 million, or
89.5%, to $21.6 million in the first six months of 1997. Interest
credited to account balances increased $6.8 million, or 219.0% to
$9.8 million in the first six months of 1997 as a result of higher
account balances associated with the Company's fixed account option
within its variable products. Benefit claims incurred in excess of
account balances decreased $0.8 million, or 100.0%, to $0 in the
first six months of 1997.

Commissions increased $0.7 million, or 5.1%, to $14.6 million, in
the first six months of 1997. Insurance taxes increased 142.5%, to
$1.2 million, in the first six months of 1997. Increases and
decreases in commissions and insurance taxes are generally related
to changes in the level of variable product sales. Insurance taxes
are impacted by several other factors as well as the level of
variable product sales. These factors include a guaranty fund
assessment accrual in 1997, an increase in FICA taxes primarily due
to bonuses and an increase in state licenses and fees. Most costs
incurred as the result of new sales have been deferred, thus having
very little impact on earnings.

General expenses increased $0.7 million or 9.1%, to $8.2 million, in
the first six months of 1997. The Company uses a network of
wholesalers to distribute its products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.
Management expects general expenses to continue to increase in 1997
as a result of the emphasis on expanding the salaried wholesaler
distribution network.

The Company's deferred policy acquisition costs ("DPAC"), previous
balance of present value of in force acquired ("PVIF") and unearned
revenue reserve were eliminated as of the purchase date, and an
asset of $85.8 million representing the PVIF was established for all
policies in force at the acquisition date. The amortization of PVIF
and DPAC increased $1.1 million, or 54.8%, in the first six months
of 1997. During the second quarter of 1997, PVIF was unlocked by
$2.3 million to reflect narrower spreads than the gross profit model
assumed. Based on current conditions and assumptions as to the
impact of future events on acquired policies in force, amortization
of PVIF is expected to be approximately $4.6 million for the
remainder of 1997, $10.1 million in 1998, $9.6 million in 1999, $8.3
million in 2000, $7.2 million in 2001 and $6.1 million in 2002.
Actual amortization may vary based upon changes in assumptions and
experience. The elimination of the unearned revenue reserve,
related to in force acquired at the acquisition date, will result in
lower annuity and interest sensitive life product charges compared
to pre-acquisition levels on the in force acquired.

Amortization of goodwill during the first six months of 1997 totaled
$0.9 million. Goodwill resulting from the acquisition is being
amortized on a straight-line basis over 25 years and is expected to
approximate $1.64 million annually.

Interest expense on the surplus note issued in December 1996, was
$1.0 million, in the first six months of 1997. The Company also paid
$0.1 million in the first six months of 1997 to Equitable for
interest on the line of credit.

30
<PAGE>
<PAGE>

INCOME. Net income for the first six months of 1997 was $18,000, a
decrease of $2.5 million, or 99.3%, from the same period of 1996.

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

1996 COMPARED TO 1995.
PREMIUMS

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

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

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

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

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

Net investment income increased 287.7%, or $8.0 million, to $10.8
million in 1996 from $2.8 million in 1995. This increase resulted
from growth in invested assets. During 1996, the Company had
realized losses on the disposal of investments, which were the
result of voluntary sales, of $0.4 million compared to realized
gains of $0.3 million in 1995.

31
<PAGE>
<PAGE>

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

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

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

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

The Company's deferred policy acquisition costs ("DPAC"), previous
balance of present value of in force acquired ("PVIF") and unearned
revenue reserve, as of the purchase date, were eliminated and an
asset of $85.8 million representing the PVIF was established for all
policies in force at the acquisition date. The amortization of PVIF
and DPAC increased $2.1 million, or 49.6%, in 1996. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, amortization of PVIF is expected to be
approximately $9.7 million in 1997, $10.1 million in 1998, $9.2
million in 1999, $7.9 million in 2000 and $6.8 million in 2001. The
elimination of the unearned revenue reserve, related to in force
acquired at the acquisition date, will result in lower annuity and
interest sensitive life product charges compared to 1995 levels.

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

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

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

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

Net investment income was $2.8 million for 1995, an increase of $2.3
million or 403% over the comparable 1994 period. Approximately $1.5
million of the increase was due to the additional investment income
earned on invested

32
<PAGE>
<PAGE>

assets held to back the fixed interest divisions
that were introduced in 1995. The balance of the increase in
investment income was attributable to an increase in the investment
income on surplus.

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

Policy benefits were $3.2 million for 1995, an increase of $3.1
million from 1994. In 1995, benefit expenses increased $1.3 million
as a result of interest credited to policyholders related to the
fixed interest divisions introduced in 1995. Additionally, death
benefit costs net of reinsurance increased by $.3 million in 1995 as
compared to 1994. Additionally, 1994 policy benefits reflected a
$1.5 million decrease in mortality reserves.

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

Employee related expenses and general administrative and operating
expenses were a combined $13.7 million for 1995, an increase of $.3
million or 2.5% from 1994.

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

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

FINANCIAL CONDITION

INVESTMENTS. The financial statement carrying value of the
Company's total investment portfolio grew 25.1% in the first six
months of 1997 and 381.9% in 1996. The amortized cost basis of the
Company's total investment portfolio grew 25.3% and 388.3% during
the same respective periods. All of the Company's investments, other
than mortgage loans, are carried at fair value in the Company's
financial statements. As such, growth in the carrying value of the
Company's investment portfolio included changes in unrealized
appreciation and depreciation of fixed maturity and equity
securities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Company's investment portfolio
resulted from the investment of premiums from the sale of the
Company's fixed account option. The Company manages the growth of
its insurance operations in order to maintain adequate capital
ratios.

To support the fixed account option of the Company's variable
insurance products, cash flow was invested primarily in fixed
maturity securities and mortgage loans. At June 30, 1997, the
Company's investment portfolio at amortized cost was $394.3 million
with a yield of 7.1% and carrying value of $394.2 million. At
December 31, 1996, the Company's investment portfolio at amortized
cost was $314.7 million with a yield of 6.9% and carrying value of
$315.1 million.

Fixed Maturity Securities: At June 30, 1997, the company had fixed
maturities with an amortized cost of $339.7 million and an estimated
fair value of $339.5 million and, at December 31, 1996, an amortized
cost of $275.2 million and a market value of $275.6 million. The
ratings assigned by Standard & Poor's Corporation ("Standard &
Poor's") at June 30, 1997 to the individual securities in the
Company's fixed maturities portfolio (at amortized cost) include
investment grade securities comprising U.S. governments, agencies
and AAA to BBB- corporates ($300 million or 88.3%), and below
investment grade securities BB+ to BB- ($32.9 or 9.7%). Securities
not rated by Standard & Poor's had an NAIC rating of 1, 2 or 3 ($6.8
million or 2.0%).

The Company classifies 100% of its securities as available for sale.
On June 30, 1997, fixed income securities with an amortized cost of
$339.7 million and an estimated fair value of $339.5 million were
designated as available for sale, and on December 31, 1996, fixed
income securities with an amortized cost of $275.1 million and an
estimated fair value of $275.6 million were designated as available
for sale. Net unrealized depreciation of fixed maturity securities
of $0.14 million was comprised of gross appreciation of $1.4 million
and gross depreciation of $1.5 million at June 30, 1997. Unrealized
holding losses on these securities, net of adjustments to deferred
policy acquisition costs, present value of in force acquired and
deferred income taxes, decreased stockholder's equity by $0.13
million at June 30, 1997.

The Company began investing in below investment grade securities
during 1996. At June 30, 1997, the amortized cost value of the
Company's total investment in below investment grade securities was
$33.2 million, or 8.4%, of the Company's investment portfolio. The
Company intends to purchase additional below investment grade
securities, but it does not expect the percentage of its portfolio
invested in below investment grade securities to exceed 10% of its
investment portfolio. At June 30, 1997, the yield at amortized cost
on the Company's below investment grade portfolio was 8.8% compared
to 6.8% for the Company's investment grade corporate bond portfolio.
The Company estimates the fair value of its below investment grade
portfolio was $33.5 million, or 100.8% of amortized cost value, at
June 30, 1997.

33
<PAGE>
<PAGE>

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

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

During the first six months of 1997, fixed maturity securities
designated as available for sale with a combined amortized cost of
$15.9 million were called or repaid by their issuers. In total, net
pre-tax gains from sales, calls and repayments of fixed maturity
investments amounted to $52,000 in the first six months of 1997.

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

Mortgage Loans: Mortgage loans represent 12.9% of the Company's
investment portfolio. Mortgages outstanding were $50.7 million at
June 30, 1997, with an estimated fair value of $49.2 million. The
Company's mortgage loan portfolio includes 30 loans with an average
size of $1.7 million and average seasoning of 1.3 years if weighted
by the number of loans, and 0.8 years if weighted by mortgage loan
carrying values. The Company's mortgage loans are typically secured
by occupied buildings in major metropolitan locations and not
speculative developments, and are diversified by type of property
and geographic location. At June 30, 1997, the yield on the
Company's mortgage loan portfolio was 7.8%.

At June 30, 1997, no mortgage loans were delinquent by 90 days or
more. The Company does not expect to incur material losses from its
mortgage loan portfolio. The Company's loan investment strategy is
consistent with that of other life insurance subsidiaries of its
ultimate parent, Equitable. Equitable has experienced a historically
low default rate in its mortgage loan portfolio and has been able to
recover 103.1% of the principal amount of problem mortgages resolved
in the last three years.

At June 30, 1997, the Company had no investments in default. The
Company estimates its total investment portfolio, excluding policy
loans, had a fair value approximately equal to 99.6% of its
amortized cost value for accounting purposes at June 30, 1997.

OTHER ASSETS. Accrued investment income increased $1.4 million
during the first six months of 1997 due to an increase in the
overall size of the portfolio resulting from the investment of
premiums allocated to the fixed account option of the Company's
variable products.

The Company's DPAC and previous balance of PVIF were eliminated as
of the purchase date, and an asset representing the PVIF was
established for all policies in force at the acquisition date. PVIF
is amortized into income in proportion to the expected gross profits
of the in force acquired in a manner similar to DPAC amortization.
Any expenses which vary with the sales of the Company's products are
deferred and amortized. At June 30, 1997, the Company had DPAC and
PVIF balances of $26.7 million and $80.8 million respectively.

Goodwill totaling $41.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the acquisition date. At June 30, 1997, goodwill was
increased by $1.8 million to adjust the value of a receivable
existing at the acquisition date. Amortization of goodwill through
June 30, 1997, was $0.9 million.

At June 30, 1997, the Company had $1.4 billion of separate account
assets compared to $1.2 billion at December 31, 1996. The increase
in separate account assets is due to growth in sales of the
Company's variable annuity and variable life separate account
products.

At June 30, 1997, the Company had total assets of $2.0 billion, a
17.7% increase from December 31, 1996.

LIABILITIES. In conjunction with the volume of variable insurance
sales, the Company's total liabilities increased $297.3 million, or
19.3%, during the first six months of 1997 and totaled $1.8 billion
at June 30, 1997. Future policy benefits for annuity and interest
sensitive life products increased $94 million, or 32.9%, to $379.3
million reflecting premium growth in the Company's fixed account
option of its variable products. Premium growth, net of redemptions
and market appreciation also accounted for the $187.4 million or
15.5%, increase in separate account liabilities to $1.4 billion at
June 30, 1997.

34
<PAGE>
<PAGE>

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable. The note matures on December 17, 2026.
During the six months ended June 30, 1997, Golden American made
interest payments totaling $1.0 million. On December 17, 1996,
Golden American contributed the $25 million to First Golden,
acquiring 200,000 shares of common stock (100% of shares
outstanding) of First Golden.

Golden American maintains a line of credit agreement with Equitable
to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under the current agreement, which became
effective December 1, 1996 and expires on December 31, 1997, Golden
American can borrow up to $25 million. Interest on any borrowings is
charged at the rate of Equitable's monthly average aggregate cost of
short-term funds plus 1.00%. The Company incurred interest expense
of $0.1 million during the first six months of 1997 under this
agreement. At June 30, 1997, $8.7 million was outstanding under
this agreement.

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

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

The Company's home office operations are currently housed in a
leased location in Wilmington, Delaware and a leased location in New
York, New York. The Company intends to spend $1 million on capital
needs during 1997.

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

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

Surplus Note: On December 17, 1996, Golden American issued a
surplus note in the amount of $25 million to Equitable. The note
matures on December 17, 2026 and accrues interest of 8.25% per annum
until paid. The note and accrued interest thereon shall be
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance
Commissioner. On December 17, 1996, Golden American contributed the
$25 million to First Golden acquiring 200,000 shares of common stock
(100% of shares outstanding) of First Golden.

Line of Credit: Golden American maintains a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. The maximum
borrowing allowed under this facility is $25 million expiring on
December 31, 1997. At June 30, 1997, $8.7 million was outstanding
under this agreement.

Year 2000 Project: The Company has studied its computer software
and hardware to determine its exposure to the change of the century
date issue (year 2000 date problem). The only system affected by
this issue is a system maintained by an affiliated subsidiary who
will incur the related costs.

Pending Merger: On July 7, 1997, Equitable of Iowa Companies signed
a definitive merger agreement and plan of merger under which it will
merge into PFHI Holdings, Inc., a Delaware corporation, and will
become a wholly owned subsidiary of the ING Groep, N.V., a global
financial services holding company headquartered in the Netherlands.
Total consideration is approximately $2.2 billion in cash plus the
assumption of approximately $400 million in debt. The transaction,
which is subject to customary closing conditions and regulatory
approvals, is expected to close during the fourth quarter of 1997.
The merger will be accounted for as a purchase resulting in a new
basis of accounting, reflecting estimated fair values for assets and
liabilities for Equitable of Iowa Companies and its subsidiaries as
of the date of the merger. The excess of the total acquisition cost
over the fair value of the net assets acquired will be recorded as
goodwill.

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

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

35
<PAGE>
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

Golden American provided to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charged DSI for such expenses
and all other general and administrative costs, first on the basis
of direct charges when identifiable, and the remainder allocated
based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management,

36
<PAGE>
<PAGE>

this
method of cost allocation is reasonable. For the years ended
December 31, 1994 and 1993, expenses allocated to DSI were $2
million and $2 million, respectively, which were comprised of
allocated salary charges, premise and equipment charges, and other
expenses.

In 1995, the service agreement between DSI and Golden American was
amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American.
This fee, calculated as a percentage of average assets in the
variable separate accounts, was $1.3 million, $2.3 million and $1
million for the first six months of 1997, 1996 and 1995,
respectively.

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

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

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

DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITIONS(S) WITH THE
NAME (AGE) COMPANY
- ----------------------------- ---------------------------
<S> <C>
Terry L. Kendall (51) Director, President and
Chief Executive Officer
Fred S. Hubbell (46) Chairman and Director
Lawrence V. Durland, Jr. (51) Director
Paul E. Larson (44) Director, Executive Vice
President, CFO and
Assistant Secretary
Thomas L. May (49) Director
John A. Merriman (55) Director and Assistant
Secretary
Beth B. Neppl (40) Director and Vice President
Paul R. Schlaack (50) Director
Jerome L. Sychowski (55) Director, Senior Vice
President and Chief
Information Officer
Barnett Chernow (47) Executive Vice President
Dennis D. Hargens (55) Treasurer
David L. Jacobson (48) Senior Vice President
and Assistant Secretary
Stephen J. Preston (40) Senior Vice President
and Chief Actuary
Myles R. Tashman (54) Executive Vice President,
General Counsel
and Secretary
David A. Terwilliger (40) Vice President, Controller,
Assistant Secretary and
Assistant Treasurer
</TABLE>

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

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

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

Mr. Fred S. Hubbell became Chairman, President and Chief Executive
Officer of Equitable of Iowa in 1991. He also has served as Chairman
and President of Equitable Life Insurance Company of Iowa since
1987. He was elected to serve as a director of Golden American in
August 1996 and as Chairman of the Board in September 1996. He
serves in a similar capacity for most Equitable of Iowa affiliate
companies.

Mr. Lawrence V. Durland, Jr. joined Equitable of Iowa in 1986 as a
Senior Vice President. He was elected to serve as a director of
Golden American in August 1996.

37
<PAGE>
<PAGE>

Mr. Paul E. Larson joined Equitable of Iowa in 1977 and is currently
an Executive Vice President, Treasurer and Chief Financial Officer
(CFO). He was elected to serve as a director of Golden American in
August 1996. He was elected to serve as Executive Vice President,
CFO, and Assistant Secretary of Golden American in December 1996.

Mr. Thomas L. May joined Equitable Life Insurance Company of Iowa in
1990 and is currently Senior Vice President. He was elected to serve
as a director of Golden American in August 1996.

Mr. John A. Merriman joined Equitable of Iowa in 1987 and is
currently Secretary and General Counsel. He was elected to serve as
a director of Golden American in August 1996.

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

Mr. Paul R. Schlaack joined Equitable Investment Services, Inc. in
1984 and is currently President and Chief Executive Officer. He was
elected to serve as a director of Golden American in August 1996.

Mr. Jerome L. Sychowski joined Equitable of Iowa in 1996 as Senior
Vice President and Chief Information Officer. He was elected to
serve as a director of Golden American in December 1996.

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

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

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

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

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

Mr. David A. Terwilliger was elected Vice President, Controller,
Assistant Secretary and Assistant Treasurer of Golden American in
December 1996. He joined Equitable Life Insurance Company of Iowa in
1979 and presently serves as Vice President and Controller of
Equitable of Iowa and several of its affiliates.

COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1996. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI. The
salaries of such individuals are allocated between Golden American
and DSI pursuant to an arrangement among these companies. Throughout
1995 and until August 13, 1996, Mr. Kendall served as a Managing
Director at Bankers Trust New York Corporation. Compensation amounts
for Mr. Kendall which are reflected throughout these tables prior to
August 14, 1996 were not charged to Golden American, but were
instead absorbed by Bankers Trust New York Corporation.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officer and the next five most highly compensated executive officers
for the fiscal year ended December 31, 1996.

38
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (/1/) OPTIONS (/2/) OPTIONS COMPENSATION
- ------------------ ---- -------- ----------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Terry L. Kendall,...... 1996 $288,298 $400,000 $ 11,535(/4/)
President and Chief 1995 $250,000 $400,000 8,000 $ 6,706(/4/)
Executive Officer(/3/) 1994 $250,000 $200,000 $103,551 8,000
(September 1993 to
Present)
Barnett Chernow,....... 1996 $207,526 $150,000 $ 7,755(/4/)
Executive Vice 1995 $190,000 $165,000 $ 15,444(/4/)(/5/)
President 1994 $185,000 $ 35,000 500 $ 98,212(/5/)
Edward C. Wilson,...... 1996 $190,582 $327,473
Executive Vice
President
Myles R. Tashman,...... 1996 $176,138 $ 90,000 $ 5,127(/4/)
Executive Vice 1995 $160,000 $ 25,000
President, General 1994 $ 66,667
Counsel and Secretary
Mitchell R. Katcher,... 1996 $116,667 $150,000 $130,068(/4/)(/6/)
Former Executive Vice 1995 $175,000 $150,000 $ 9,389(/4/)
President 1994 $175,000 $ 62,500
Stephen J. Preston,.... 1996 $156,937 $ 58,326 $ 9,734(/4/)
Senior Vice President 1995 $140,000 $ 50,000 $ 4,721(/5/)
and Chief Actuary and 1994 $131,667
Controller
</TABLE>
________________

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

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

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

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

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

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

39
<PAGE>
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR (1996)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION
UNDERLYING EMPLOYEES TERM (/4/)
OPTIONS IN FISCAL EXERCISE EXPIRATION -------------------
NAME GRANTED (/1/) YEAR PRICE (/2/) DATE (/3/) 5% 10%
- ---- ------------- ---------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Terry L. Kendall........ 20,000 36.4 $37.50 8/13/2006 $471,671 $1,195,307
Barnett Chernow......... 8,000 14.5 $37.50 8/13/2006 $188,668 $ 478,123
Edward C. Wilson........ 8,000 14.5 $37.50 8/13/2006 $188,668 $ 478,123
Myles Tashman........... 6,000 10.9 $37.50 8/13/2006 $141,501 $ 358,592
Stephen J. Preston...... 2,000 3.6 $37.50 8/13/2006 $ 47,167 $ 119,531
</TABLE>
________________

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

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

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

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

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

____________________________________________________________________

FEDERAL TAX CONSIDERATIONS

INTRODUCTION
The following discussion of the federal income tax treatment of the
Contract is not exhaustive, does not purport to cover all
situations, and is not intended as tax advice. The federal income
tax treatment of the Contract is unclear in certain circumstances,
and a qualified tax adviser should always be consulted with regard
to the application of the tax law to individual circumstances. This
discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"). Treasury Department regulations, and interpretations
existing on the date of this prospectus. These authorities, however,
are subject to change by Congress, the Treasury Department, and
judicial decisions.

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

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

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

40
<PAGE>
<PAGE>

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

Ownership Treatment. In certain circumstances, variable annuity
contract owners may be considered the owners, for federal income tax
purposes, of the assets of a segregated asset account, such as the
Divisions of Account B, used to support their contracts. In those
circumstances, income and gains from the segregated asset account
would be includible in the contract owners' gross income. The
Internal Revenue Service (the "IRS") has stated in published rulings
that a variable contract owner will be considered the owner of the
assets of a segregated asset account if the owner possesses
incidents of ownership in those assets, such as the ability to
exercise investment control over the assets. In addition, the
Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in
which investor control of the investments of a segregated asset
account may cause the investor, rather than the insurance company,
to be treated as the owner of the assets in the account." This
announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may
direct their investments to particular sub-accounts (of a segregated
asset account) without being treated as owners of the underlying
assets." As of the date of this prospectus, no such guidance has
been issued.

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

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

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

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

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

TAXATION OF PARTIAL WITHDRAWALS AND SURRENDERS. In the case of a
partial withdrawal prior to the Annuity Commencement Date, amounts
received generally are includible in income to the extent the
Owner's Accumulation Value before the surrender exceeds his or her
"investment in the contract." In the case of a surrender of the
Contract for the Cash Surrender Value, amounts received are
includible in income to the extent they exceed the "investment in
the contract." For these purposes, the investment in the Contract at
any time equals the total of the premium payments made under the
Contract to that time (to the extent such payments were neither
deductible when made nor excludable from income as, for example, in
the case of certain contributions to IRAs and other qualified
retirement plans) less any amounts previously received from the
Contract which were not includible in income.

In the case of systematic partial withdrawals, the amount of each
withdrawal will generally be taxed in the same manner as a partial
withdrawal made prior to the Annuity Commencement Date, as described
above. However,

41
<PAGE>
<PAGE>

there is some uncertainty regarding the tax
treatment of systematic partial withdrawals, and it is possible that
additional amounts may be includible in income.

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

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

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

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

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

ASSIGNMENTS, PLEDGES, AND GRATUITOUS TRANSFERS. Other than in the
case of Contracts issued as IRAs or in connection with certain other
qualified retirement plans (which generally cannot be assigned or
pledged), any assignment or pledge (or agreement to assign or
pledge) of any portion of the value of the Contract is treated for
federal income tax purposes as a partial withdrawal of such amount
or portion. The investment in the Contract is increased by the
amount includible as income with respect to such assignment or
pledge, though it is not affected by any other aspect of the
assignment or pledge (including its release). If an Owner transfers
a Contract without adequate consideration to a person other than the
Owner's spouse (or to a former spouse incident to divorce), the
Owner will be taxed on the difference between the cash surrender
value (within the meaning of the tax law) and the investment in the
contract at the time of transfer. In such case, the transferee's
investment in the contract will be increased to reflect the increase
in the transferor's income.

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

PENALTY TAX ON PREMATURE DISTRIBUTIONS. Where a contract has not
been issued as an IRA or in connection with another qualified
retirement plan, there generally is a 10% penalty tax on the taxable
amount of any payment from the Contract unless the payment is: (a)
received on or after the Owner reaches age 59 1/2; (b) attributable to
the Owner's becoming disabled (as defined in the tax law); (c) made
on or after the death of the Owner or, if the Owner is not an
individual, on or after the death of the primary annuitant (as
defined in the tax law); (d) made as a series of substantially equal
periodic payments (not less frequently than annually) for the life
(or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and a designated beneficiary (as defined
in the tax

42
<PAGE>
<PAGE>

law), or (e) made under a Contract purchased with a
single purchase payment when the annuity starting date (as defined
in the tax law) is no later than a year from purchase of the
Contract and substantially equal periodic payments are made, not
less frequently than annually, during the annuity period.

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

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

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

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

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

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

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

43
<PAGE>
<PAGE>

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

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

IRAs and individual retirement accounts (that may invest in this
contract) generally may not invest in life insurance contracts, but
an annuity contract that is issued as an IRA (or that is purchased
by an individual retirement account) may provide a death benefit
that equals the greater of the premiums paid and the contract's cash
value. The Contract provides a death benefit that in certain
circumstances may exceed the greater of the premium payments and the
Accumulation Value. It is possible that an enhanced death benefit
could be viewed as violating the prohibition on investment in life
insurance contracts, with the result that the Contract would not be
viewed as satisfying the requirements of an IRA and would not be a
permissible investment for an individual retirement account.

Taxation of Distributions and Rollovers. If all premium payments
made to an IRA were deductible, all amounts distributed from the
Contract are included in the recipient's income when distributed.
However, if nondeductible premium payments were made to an IRA
(within the limits allowed by the tax laws), a portion of each
distribution from the Contract typically is includible in income
when it is distributed. In such a case, any amount distributed as an
annuity payment or in a lump sum upon death or surrender is taxed as
described above in connection with such a distribution from a non-
qualified contract, treating as the investment in the contract the
sum of the nondeductible premium payments at the end of the taxable
year in which the distribution commences or is made (less any
amounts previously distributed that were excluded from income).
Also, in such a case, any amount distributed upon a partial
withdrawal is partially includible in income. The includible amount
is the excess of the distribution over the exclusion amount, which
in turn generally equals the distribution multiplied by the ratio of
the investment in the Contract to the Accumulation Value.

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

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

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

Simplified Employee Pensions (SEP-IRAs). Section 408(k) of the Code
allows employers to establish simplified employee pension plans for
their employees, using the employees' IRAs for such purposes, if
certain criteria are met. Under these plans the employer may, within
specified limits, make deductible contributions on behalf of the
employees to IRAs. As discussed above (see Individual Retirement
Annuities), there is some uncertainty regarding the treatment of the
Contract's enhanced death benefit for purposes of certain tax rules
governing IRAs (which would include SEP-IRAs). Employers intending
to use the contract in connection with such plans should seek
competent advice.

SIMPLE IRAs. Section 408(p) of the Code permits certain small
employers to establish "SIMPLE retirement accounts," including
SIMPLE IRAs, for their employees. Under SIMPLE IRAs, certain
deductible contributions are made by both employees and employers.
SIMPLE IRAs are subject to various requirements, including limits on
the amounts that may be contributed, the persons who may be
eligible, and the time when distributions may commence. As discussed
above (see Individual Retirement Annuities), there is some
uncertainty regarding the proper characterization of the Contract's
enhanced death benefit for purposes of certain tax rules governing
IRAs (which would include SIMPLE IRAs). Employers intending to use
the Contract in connection with a SIMPLE retirement account should
seek competent advice.

Corporate and Self-Employed ("H.R. 10" or "Keogh") Pension and
Profit-Sharing Plans. Sections 401(a) and 403(a) of the Code permit
corporate employers to establish various types of tax-favored
retirement plans for

44
<PAGE>
<PAGE>

employees. The Self-Employed Individuals' Tax
Retirement Act of 1962, as amended, commonly referred to as "H.R.
10" or "Keogh," permits self-employed individuals also to establish
such tax-favored retirement plans for themselves and their
employees. Such retirement plans may permit the purchase of the
Contract in order to provide benefits under the plans. The Contract
provides a death benefit that in certain circumstances may exceed
the greater of the premium payments and the Accumulation Value. It
is possible that such death benefit could be characterized as an
incidental death benefit. There are limitations on the amount of
incidental benefits that may be provided under pension and profit
sharing plans. In addition, the provision of such benefits may
result in currently taxable income to participants. Employers
intending to use the Contract in connection with such plans should
seek competent advice.

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

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

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

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

Under these new requirements, federal income tax equal to 20% of the
eligible rollover distribution will be withheld from the amount of
the distribution. Unlike withholding on certain other amounts
distributed from the Contract, discussed below, the taxpayer cannot
elect out of withholding with respect to an eligible rollover
distribution. However, this 20% withholding will not apply to that
portion of the eligible rollover distribution which, instead of
receiving, the taxpayer elects to have directly transferred to
certain eligible retirement plans (such as to this Contract when
issued as an IRA).

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

45
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<PAGE>

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

46
<PAGE>
<PAGE>

____________________________________________________________________

UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE
COMPANY

FOR THE SIX MONTHS ENDED JUNE 30, 1997

47
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(DOLLARS IN THOUSANDS)

Condensed Consolidated Statements of Income (Unaudited):

See accompanying notes.
48
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(DOLLARS IN THOUSANDS)

</TABLE>

See accompanying notes.

49
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

</TABLE>

See accompanying notes.

50
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1997

1. BASIS OF PRESENTATION

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

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

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

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

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

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

51
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<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

JUNE 30, 1997

2. INVESTMENTS

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

<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
June 30, 1997 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $67,463 $113 ($472) $67,104
Other 3,073 2 (4) 3,071
Foreign governments 2,056 32 -- 2,088
Public utilities 28,780 129 (38) 28,871
Investment grade corporate 191,363 645 (865) 191,143
Below investment grade
corporate 33,175 385 (106) 33,454
Mortgage-backed securities 13,756 61 (20) 13,797
_______________________________________________
Total $339,666 $1,367 ($1,505) $339,528
===============================================
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
December 31, 1996 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $70,902 $122 ($247) $70,777
Other 3,082 2 (4) 3,080
Public utilities 35,893 193 (38) 36,048
Investment grade corporate 134,487 586 (466) 134,607
Below investment grade
corporate 25,921 249 (56) 26,114
Mortgage-backed securities 4,868 69 -- 4,937
_______________________________________________
Total $275,153 $1,221 ($811) $275,563
===============================================
</TABLE>

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

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

52
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<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

JUNE 30, 1997

Amortized Estimated
June 30, 1997 Cost Fair Value
- ------------------------------------------------------------------
(Dollars in thousands)
Due within one year $ 16,518 $ 16,536
Due after one year through five years 134,414 134,598
Due after five years through ten years 97,360 97,253
Due after ten years 10,155 10,240
---------------------------
258,447 258,627
Mortgage-backed securities 81,219 80,901
---------------------------
Total $339,666 $339,528
===========================

During the first six months of 1997, fixed maturity securities
designated as available for sale with a combined amortized cost of
$15,915,000 were called or repaid by their issuers. In total, net
pre-tax gains from sales, calls and repayments of fixed maturity
investments amounted to $52,000 in the first six months of 1997.

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

Investment Diversifications: The Company's investment policies
related to its investment portfolio require diversification by asset
type, company and industry and set limits on the amount which can be
invested in an individual issuer. Such policies are at least as
restrictive as those set forth by regulatory authorities. The
following percentages relate to holdings at June 30, 1997 and
December 31, 1996, respectively. Fixed maturity investments
included investments in various government bonds and government or
agency mortgage-backed securities (21% in 1997, 27% in 1996), public
utilities (9% in 1997, 13% in 1996), basic industrials (31% in 1997,
30% in 1996) and financial companies (23% in 1997, 18% in 1996).
Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as Georgia (10% in
1997, 17% in 1996), Utah (15% in 1997, 4% in 1996) and California
(11% in 1997, 7% in 1996). There are no other concentrations of
mortgage loans in any state exceeding ten percent at June 30, 1997
and December 31, 1996. Mortgage loans on real estate have also been
analyzed by collateral type with significant concentrations
identified in office buildings (42% in 1997, 36% in 1996),
industrial buildings (33% in 1997, 31% in 1996), multi-family
residential buildings (12% in 1997, 27% in 1996) and retail
facilities (13% in 1997, 6% in 1996). Equity securities and
investments accounted for by the equity method are not significant
to the Company's overall investment portfolio.

3. ACQUISITION

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

Accounting Treatment: The acquisition was accounted for as a
purchase resulting in a new basis of accounting, reflecting
estimated fair values for assets and liabilities at August 13, 1996.
The purchase price was allocated to the three companies purchased -
BT Variable, DSI and Golden American. Goodwill was established for
the excess of the acquisition cost over the fair value of the net
assets acquired and pushed down to Golden American. The acquisition
cost was preliminary with respect to the final settlement of taxes
with Bankers Trust and estimated expenses. The allocation of the
purchase price to Golden American was approximately $139,872,000.
The amount of goodwill relating to the acquisition was $41,102,000
at the acquisition date, and is being amortized over 25 years on a
straight line basis. At June 30, 1997, goodwill was increased by
$1,848,000 to adjust the value of a receivable existing at the
acquisition date. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.

53
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

JUNE 30, 1997

those purchased policies calculated by
discounting the actuarially determined expected future cash flows at
the discount rate determined by Equitable.

An analysis of the PVIF asset is as follows: For the Six
Months ended
June 30, 1997
----------------
(Dollars in thousands)
Beginning balance $83,051
Imputed interest 3,131
Amortization (5,311)
Adjustment for unrealized
gains on available for sale
securities (31)
-------------
Ending balance $80,840
=============

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

Year Amount
--------------------------------------
(Dollars in thousands)
Remainder of 1997 $ 4,600
1998 10,100
1999 9,600
2000 8,300
2001 7,200
2002 6,100

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

4. PENDING MERGER

Transaction: On July 7, 1997, Equitable of Iowa Companies signed
a definitive merger agreement and plan of merger under which it will
merge into PFHI Holdings, Inc., a Delaware corporation, and will
become a wholly owned subsidiary of the ING Groep, N.V., a global
financial services holding company headquartered in the Netherlands.
Total consideration is approximately $2,200,000,000 in cash and
stock plus the assumption of approximately $400,000,000 in debt.
The transaction, which is subject to customary closing conditions
and regulatory approvals, is expected to close during the fourth
quarter of 1997.

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

5. RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended) of the variable insurance products issued by the Company,
which as of June 30, 1997, are sold primarily through four
broker/dealer institutions. The Company paid commissions to DSI
totaling $8,547,000 in the second quarter and $14,264,000 for the
first six months of 1997, ($6,977,000 and $14,385,000, respectively,
for the same periods of 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee for these services is calculated as a
percentage of average assets in the variable separate accounts. For
the second quarter and the first six months of 1997, the fee was
$660,000 and $1,278,000, respectively ($570,000 and $1,110,000, for
the same periods of 1996).

On August 14, 1996, the Company began purchasing investment
management services from an affiliate. Payments for these services
totaled $213,000 for the second quarter and $410,000 for the first
six months of 1997.

54
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

JUNE 30, 1997

On August 14, 1996, all employees of Golden
American, except wholesalers, became statutory employees of
Equitable Life Insurance Company of Iowa ("Equitable Life"), an
affiliate.

Golden American has a guaranty agreement with Equitable Life. In
consideration of an annual fee, payable June 30, Equitable Life
guarantees to Golden American that it will make funds available, if
needed, to Golden American to pay the contractual claims made under
the provisions of Golden American's life insurance and annuity
contracts. The agreement is not, and nothing contained therein or
done pursuant thereto by Equitable Life shall be deemed to
constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American. The
agreement does not guarantee the value of the underlying assets held
in separate accounts in which funds of variable life insurance and
variable annuity policies have been invested. The calculation of
the annual fee is based on risk based capital. As Golden American's
risk based capital level was above required amounts, the annual fee
calculated was $0.

Surplus Note: On December 17, 1996, Golden American issued an
8.25% surplus note in the amount of $25,000,000 to Equitable.
Golden American made interest payments totaling $521,000 during the
second quarter and $1,038,000 during the first six months of 1997.
On December 17, 1996, Golden American contributed the $25,000,000 to
First Golden acquiring 200,000 shares of common stock (100% of
outstanding stock) of First Golden.

Line of Credit: Golden American maintains a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under the
current agreement, which became effective December 1, 1996 and
expires on December 31, 1997, Golden American can borrow up to
$25,000,000. Interest on any borrowings is charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus
1.00%. The Company incurred interest expense of $71,000 during the
second quarter and $114,000 during the first six months of 1997
under this agreement. At June 30, 1997, $8,650,000 was outstanding
under this agreement.

6. COMMITMENTS AND CONTINGENCIES

Reinsurance: At June 30, 1997, Golden American had reinsurance
treaties with 5 unaffiliated reinsurers covering a significant
portion of the mortality risks under its variable contracts. Golden
American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements. At June 30,
1997, the Company has a net receivable of $28,000 for reserve
credits, reinsurance claims or other receivables from these
reinsurers comprised of $177,000 for claims recoverable from
reinsurers and a payable of $149,000 for reinsurance premiums.
Included in the accompanying financial statements are net
considerations to reinsurers of $430,000 during the second quarter
and $851,000 for the first six months of 1997 ($518,000 and
$974,000, respectively, for the same periods of 1996). Also
included in the accompanying financial statements are net policy
benefits (recoveries) of ($48,000) during the second quarter and
$429,000 for the first six months of 1997 ($337,000 and $877,000,
respectively, for the same periods of 1996).

Investment Commitments: At June 30, 1997, outstanding
commitments to fund mortgage loans on real estate totaled
$3,600,000.

Guaranty Fund Assessments: Assessments are levied on the Company
by life and health guaranty associations in most states in which the
Company is licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes.
The Company cannot predict whether and to what extent legislative
initiatives may affect the right to offset. The associated cost for
a particular insurance company can vary significantly based upon its
fixed account premium volume by line of business and state premiums
levels as well as its potential for premium tax offset. The Company
has established a reserve to cover such assessments and regularly
reviews information regarding known failures and revises its
estimates of future guaranty fund assessments. Accordingly, the
Company accrued and charged to expense an additional $206,000 for
the second quarter and $282,000 for the first six months of 1997.
At June 30, 1997, the Company has an undiscounted reserve of
$1,053,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $22,000 for assessments paid which may be recoverable
through future premium tax offsets. The Company believes this
reserve is sufficient to cover expected future insurance guaranty
fund assessments, based upon previous premium levels, and known
insolvencies at this time.

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

55
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

JUNE 30, 1997

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

56
<PAGE>
<PAGE>

____________________________________________________________________

AUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE
COMPANY

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

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

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

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

Ernst & Young LLP

Des Moines, Iowa
February 11, 1997

57
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<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

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

See accompanying notes.

58
<PAGE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(DOLLARS IN THOUSANDS)

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

See accompanying notes.

59
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

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

See accompanying notes.

60
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

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

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

See accompanying notes.

61
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)

(DOLLARS IN THOUSANDS)

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

See accompanying notes.

62
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

63
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<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

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

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

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

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

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

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

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

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

Separate Accounts
Assets and liabilities of the separate accounts reported in the
accompanying balance sheets represent funds that are separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Company, bear the
investment risk for variable products. At the direction of the
contractholders, the separate accounts invest the premiums from the
sale of variable annuity and variable life products in shares of
specified mutual funds. The assets and liabilities of the separate
accounts are clearly identified and segregated from other assets and
liabilities of the Company. The portion of the separate account
assets applicable to variable annuity

64
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<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

and variable life contracts
cannot be charged with liabilities arising out of any other business
the Company may conduct.

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

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

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

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

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

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

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

2. BASIS OF FINANCIAL REPORTING

The financial statements of the Company differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present value
of future cash flows from insurance contracts acquired was
established as a result of an acquisition and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed
interest divisions of the variable products are based on full
account values, rather than the greater of cash surrender value or
amounts derived from discounting methodologies utilizing statutory
interest rates; (4) reserves are reported before reduction for
reserve credits related to reinsurance ceded and a receivable is
established, net of an allowance for uncollectible amounts, for
these credits rather than presented net of these credits; (5) fixed
maturity investments are designated as "available for sale" and
valued at fair value with unrealized appreciation/depreciation, net
of adjustments to deferred income taxes (if applicable) and deferred
policy

65
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

acquisition costs, credited/charged directly to stockholder's
equity rather than valued at amortized cost; (6) the carrying value
of fixed maturity securities is reduced to fair value by a charge to
realized losses in the Statements of Income when declines in
carrying value are judged to be other than temporary, rather than
through the establishment of a formula-determined statutory
investment reserve (carried as a liability), changes in which are
charged directly to surplus; (7) deferred income taxes are provided
for the difference between the financial statement and income tax
bases of assets and liabilities; (8) net realized gains or losses
attributed to changes in the level of interest rates in the market
are recognized when the sale is completed rather than deferred and
amortized over the remaining life of the fixed maturity security;
(9) a liability is established for anticipated guaranty fund
assessments, net of related anticipated premium tax credits, rather
than capitalized when assessed and amortized in accordance with
procedures permitted by insurance regulatory authorities; (10)
revenues for variable annuity and variable life products consist of
policy charges for the cost of insurance, policy administration
charges, amortization of policy initiation fees and surrender
charges assessed rather than premiums received; and (11) assets and
liabilities are restated to fair values when a change in ownership
occurs, with provisions for goodwill and other intangible assets,
rather than continuing to be presented at historical cost.

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

3. INVESTMENT OPERATIONS

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

Realized gains (losses) are as follows:

66
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

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

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

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

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

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

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

67
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

At December 31, 1996, net unrealized investment gains on fixed
maturities designated as available for sale totaled $410,000. This
appreciation caused an increase to stockholder's equity of $265,000
at December 31, 1996 (net of deferred income taxes of $145,000). No
fixed maturity securities were designated as held for investment at
December 31, 1996 or 1995. Short-term investments with maturities of
30 days or less have been excluded from the above schedules.
Amortized cost approximates fair value for these securities.

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

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

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

68
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

Investment Valuation Analysis: The company analyzes its
investment portfolio at least quarterly in order to determine if the
carrying value of any of its investments has been impaired. The
carrying value of debt and equity securities is written down to fair
value by a charge to realized losses when an impairment in value
appears to be other than temporary. During 1996 and 1995, no
investments were identified as having an impairment other than
temporary.

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

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

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

4. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments" requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a Company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments"
requires additional disclosures about derivative financial
instruments. Most of the Company's investments, insurance
liabilities and debt fall within the standards' definition of a
financial instrument. Although the Company's insurance liabilities
are specifically exempted from this disclosure requirement,
estimated fair value disclosure of these liabilities is also
provided in order to make the

69
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

disclosures more meaningful.
Accounting, actuarial and regulatory bodies are continuing to study
the methodologies to be used in developing fair value information,
particularly as it relates to such things as liabilities for
insurance contracts. Accordingly, care should be exercised in
deriving conclusions about the Company's business or financial
condition based on the information presented herein.

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

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

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

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

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

Equity securities: Estimated fair values of equity securities,
which consist of the Company's investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of the individual securities

70
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

comprising the individual
portfolios underlying the separate accounts. For equity securities
not actively traded, estimated fair values are based upon values of
issues of comparable yield and quality.

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

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

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

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

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

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

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

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

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

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

SFAS No. 107 and SFAS No. 119 require disclosure of estimated
fair value information about financial instruments, whether or not
recognized in the consolidated balance sheets, for which it is
practicable to estimate that value. In cases where quoted market
prices are not available, estimated fair values are based on
estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. In
that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many
cases, could not be realized in immediate settlement of the
instrument. The above presentation should not be viewed as an
appraisal as there are several factors, such as the fair value
associated with customer or agent relationships and other intangible
items, which have not been considered. In addition, interest rates
and other assumptions might be modified if an actual appraisal were
to be performed. Accordingly, the aggregate estimated fair value
amounts presented herein are limited by each of these factors and do
not purport to represent the underlying value of the Company.

5. ACQUISITION

71
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

Variable to Bankers Trust pursuant to a
revolving credit arrangement. Subsequent to the acquisition, the BT
Variable, Inc. name was changed to EIC Variable, Inc.

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

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

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

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

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

An analysis of the PVIF asset is as follows:

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

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

Interest is imputed on the unamortized balance of PVIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through December
31, 1996. PVIF is charged to expense and adjusted for the unrealized
gains (losses) on available for sale securities. Based on current
conditions and assumptions as to the future events on acquired

72
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

policies in force, the expected approximate net amortization for the
next five years, relating to the balance of the PVIF as of December
31, 1996, is as follows:

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

6. INCOME TAXES

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

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

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

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

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

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

73
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

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

7. RELATED PARTY TRANSACTIONS

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

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

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

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

Surplus Note: On December 17, 1996, Golden American issued a
surplus note in the amount of $25,000,000 to Equitable. The note
matures on December 17, 2026 and will accrue interest of 8.25% per
annum until paid. The note and accrued interest thereon shall be
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance
Commissioner. On December 17, 1996, Golden American contributed the
$25,000,000 to First Golden acquiring 200,000 shares of common stock
(100% of outstanding stock) of First Golden.

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

74
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

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

8. COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

Vulnerability from Concentrations: The Company has various
concentrations in its investment portfolio (see Note 3 for further
information). The Company's asset growth, net investment income and
cash flow are primarily

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

generated from the sale of variable products
and associated future policy benefits and separate account
liabilities. A significant portion of the Company's sales are
generated by two broker/dealers. Substantial changes in tax laws
that would make these products less attractive to consumers, extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed, could cause a severe
impact to the Company's financial condition.

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

76
<PAGE>
<PAGE>

____________________________________________________________________

STATEMENT OF ADDITIONAL INFORMATION

____________________________________________________________________

TABLE OF CONTENTS

ITEM PAGE

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

STATEMENT OF ADDITIONAL INFORMATION
____________________________________________________________________

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

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

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

PLEASE PRINT OR TYPE:

NAME: _________________________________________

SOCIAL SECURITY NUMBER: _________________________________________

STREET ADDRESS: _________________________________________

CITY, STATE, ZIP: _________________________________________

(IN G3710 ACCESS (10/97)

77
<PAGE>
<PAGE>

(This page has been intentionally left blank.)

78
<PAGE>
<PAGE>
APPENDIX A

MARKET VALUE ADJUSTMENT EXAMPLES

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

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

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

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

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

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

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

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

Then calculate the Market Value Adjustment on that amount

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

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

A1
<PAGE>
<PAGE>

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

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

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

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

Then calculate the Market Value Adjustment on that amount

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

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

A2
<PAGE>
<PAGE>

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

IN G3710 ACCESS 10/97

PART B

<PAGE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
GOLDENSELECT ACCESS

DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT

ISSUED BY
SEPARATE ACCOUNT B
("Account B")
(or the "Account")

OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. THE
INFORMATION CONTAINED HEREIN SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS FOR THE GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED
VARIABLE ANNUITY CONTRACT WHICH IS REFERRED TO HEREIN.

THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR OUGHT
TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS, SEND A WRITTEN
REQUEST TO GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE
CENTER, P.O. BOX 8794, WILMINGTON, DE 19899-8794 OR TELEPHONE
1-800-366-0066.

DATE OF PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION:

September [__], 1997

<PAGE>
<PAGE>
TABLE OF CONTENTS

ITEM PAGE

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

<PAGE>
<PAGE>
INTRODUCTION

This Statement of Additional Information provides background information
regarding Account B.

DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

Golden American Life Insurance Company ("Golden American") is a stock
life insurance company organized under the laws of the State of Delaware.
Prior to December 30, 1993, Golden American was a Minnesota corporation.
From January 2, 1973 through December 31, 1987, the name of the company
was St. Paul Life Insurance Company. On December 31, 1987, after all of
St. Paul Life Insurance Company's business was sold, the name was changed
to Golden American. On March 7, 1988, all of the stock of Golden American
was acquired by The Golden Financial Group, Inc. ("GFG"), a financial
services holding company. On October 19, 1990, GFG merged with and into
MBL Variable, Inc. ("MBLV"), a wholly owned direct subsidiary of The
Mutual Benefit Life Insurance Company ("MBL"). On January 1, 1991, MBLV
became a wholly owned indirect subsidiary of MBL and Golden American
became a wholly owned direct subsidiary of MBL. Golden American's name
had been changed to MB Variable Life Insurance Company in the state of
Minnesota but subsequently has been changed back to Golden American.
In a transaction that closed on September 30, 1992, Golden American was
acquired by a subsidiary of Bankers Trust Company ("Bankers Trust").
On August 13, 1996, Equitable of Iowa Companies acquired all of the
interest in Golden American and Directed Services, Inc. On July 7, 1997,
Equitable of Iowa Companies and ING Groep, N.V. ("ING") entered into a
definitive merger agreement providing for Equitable of Iowa to become a
wholly owned subsidiary of ING in a transaction expected to occur in the
fourth quarter of this year. ING, headquartered in the Netherlands, is a
global financial services holding company with over $275 billion in
assets and another $50 billion in third-party assets under management.
It is anticipated that Equitable of Iowa's operations will be merged
with the North American life insurance operations of ING.

As of June 30, 1997, Golden American had approximately $140 million in
stockholder's equity and approximately $2 billion in total assets, including
approximately $1.4 billion of separate account assets. Golden American is
authorized to do business in all jurisdictions except New York. Golden
American offers variable annuities and variable life insurance. Golden
American has formed a subsidiary, First Golden American Life Insurance
Company of New York ("First Golden"), who currently writes variable
annuity business and will write variable life business in the state of
New York. The initial capitalization of First Golden was $25 million.

SAFEKEEPING OF ASSETS

Golden American acts as its own custodian for Account B.

THE ADMINISTRATOR

Effective January 1, 1994, Bankers Trust (Delaware), a subsidiary of
Bankers Trust New York Corporation, and Golden American became parties
to a service agreement pursuant to which Bankers Trust (Delaware)
agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to Golden

1
<PAGE>
<PAGE>
American. Expenses incurred by Bankers Trust (Delaware)in relation
to this service agreement were reimbursed by Golden American on an
allocated cost basis. Charges billed to Golden American by Bankers Trust
(Delaware) pursuant to the service agreement in 1996, 1995 and
1994 were $464,734, $749,741 and $816,264, respectively. This service
agreement was terminated on August 14, 1996.

INDEPENDENT AUDITORS

Ernst & Young LLP, 801 Grand Avenue, Des Moines, Iowa 50309, independent
auditors, will perform annual audits of Golden American and the Account.

DISTRIBUTION OF CONTRACTS

The offering of contracts under the prospectus associated with this Statement
of Additional Information is continuous.

DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which, since December 31, 1994,
are sold primarily through two broker/dealer institutions. For the six month
period ended June 30, 1997 and for the years ended 1996, 1995 and 1994
commissions paid by Golden American to DSI aggregated $14,264,000,
$27,065,000, $8,440,000 and $17,569,000, respectively.

2
<PAGE>
<PAGE>
first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of
cost allocation is reasonable. In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from DSI to
Golden American for managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $1,278,000, $2,267,000 and $987,000 for the
six month period ended June 30,1997 and for the years ended 1996 and 1995,
respectively.

PERFORMANCE INFORMATION

Performance information for the divisions of Account B, including the yield
and effective yield of the Liquid Asset Division, the yield of the remaining
divisions, and the total return of all divisions, may appear in reports or
promotional literature to current or prospective owners. Negative values are
denoted by minus signs ("-"). Performance information for measures other
than total return do not reflect any applicable premium tax that can range from
0% to 3.5%. As described in the prospectus, three death benefit options are
available. The following performance values reflect the election at issue
of the 7% Solution Enhanced Death Benefit Option providing values reflecting
the highest aggregate contract charges. If one of the other death benefit
options had been elected, the historical performance values would be higher
than those represented in the examples.

SEC STANDARD MONEY MARKET DIVISION YIELDS
Current yield for the Liquid Asset Division will be based on the change in
the value of a hypothetical investment (exclusive of capital changes) over a
particular 7-day period, less a pro-rata share of division expenses accrued
over that period (the "base period"), and stated as a percentage of the
investment at the start of the base period (the "base period return"). The
base period return is then annualized by multiplying by 365/7, with the
resulting yield figure carried to at least the nearest hundredth of one
percent. Calculation of "effective yield" begins with the same "base period
return" used in the calculation of yield, which is then annualized to reflect
weekly compounding pursuant to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN) +1) ^ (365/7)] - 1

The current yield and effective yield of the Liquid Asset Division for
the 7-day period June 23, 1997 to June 30, 1997 were 3.37% and 3.43%,
respectively.

3
<PAGE>
<PAGE>
SEC STANDARD 30-DAY YIELD FOR NON-MONEY MARKET DIVISIONS

Quotations of yield for the remaining divisions will be based on all
investment income per Unit (accumulation value divided by the index of
investment experience) earned during a particular 30-day period, less
expenses accrued during the period ("net investment income"), and will
be computed by dividing net investment income by the value of an
accumulation unit on the last day of the period, according to the
following formula:

YIELD = 2 [ ( a - b +1)^(6) - 1]
-----
cd

Where:
[a] equals the net investment income earned during the
period by the Series attributable to shares owned by a
division
[b] equals the expenses accrued for the period (net of
reimbursements)
[c] equals the average daily number of Units outstanding
during the period based on the index of investment
experience
[d] equals the value (maximum offering price) per index of
investment experience on the last day of the period

Yield on divisions of Account B is earned from the increase in net asset
value of shares of the Series in which the Division invests and from
dividends declared and paid by the Series, which are automatically
reinvested in shares of the Series.

SEC STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL DIVISIONS
Quotations of average annual total return for any division will be expressed
in terms of the average annual compounded rate of return of a hypothetical
investment in a contract over a period of one, five and 10 years (or, if less,
up to the life of the division), calculated pursuant to the formula:

P(1+T)^(n)=ERV

Where:
(1) [P] equals a hypothetical initial premium payment of
$1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at the
beginning of the period (or fractional portion thereof)

4
<PAGE>
<PAGE>
All total return figures reflect the deduction of the maximum sales load, the
administrative charges, and the mortality and expense risk charges. The
Securities and Exchange Commission (the "SEC")
requires that an assumption be made that the contract owner surrenders the
entire contract at the end of the one, five and 10 year periods (or, if less,
up to the life of the security) for which performance is required to be
calculated. This assumption may not be consistent with the typical contract
owner's intentions in purchasing a contract and may adversely affect returns.
Quotations of total return may simultaneously be shown for other periods, as
well as quotations of total return that do not take into account certain
contractual charges such as sales load.

Average Annualized Total Return for the Divisions presented on a standardized
basis for the period ending June 30, 1997 were as follows:

Average Annualized Total Return for Periods Ending 06/30/97 -- Standardized
- ----------------------------------------------------------------------------
Division One Year Period Five Year Period Inception to Inception Date
Ending 06/30/97 Ending 06/30/97 Ending 06/30/97
- -------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
Multiple Allocation 13.40% 7.88%* 7.55%* 1/25/89
Fully Managed 3.24% 6.43%* 5.77%* 1/25/89
Capital Appreciation 24.17% n/a 13.78% 5/4/92
Rising Dividends 27.80% n/a 17.42% 10/4/93
All-Growth 0.31% 3.37%* 3.81%* 1/25/89
Real Estate 32.47% 16.44%* 9.58%* 1/25/89
Hard Assets 12.75% 13.22%* 8.24%* 1/25/89
Int. Fixed Income 2.69% n/a 5.99% 10/7/94
Value Equity 27.14% n/a 23.63% 1/1/95
Strategic Equity 13.56% n/a 13.55%* 10/2/95
Small Cap -0.10% n/a 11.47% 1/2/96
Emerging Markets 12.00% n/a 14.07% 10/4/93
Managed Global ** 13.59% n/a 15.12%* 10/21/92
OTC 8.38% n/a 20.89% 10/7/94
Research 21.03% n/a 23.17% 10/7/94
Total Return 18.59% n/a 15.33% 10/7/94
Growth & Income 21.90% n/a 27.18% 4/1/96
Value + Growth 27.90% n/a 23.70% 4/1/96
Limited Maturity Bond 4.48% 3.27%* 4.89%* 1/25/89
Liquid Asset 3.18% 2.32%* 3.32%* 1/25/89

</TABLE>

- --------------
* Total return calculation reflects partial waiver of fees and expenses.
** From its inception date until September 3, 1996, the Managed Global
Account of Separate Account D was a registered management investment
company. On that date it was reorganized into two entities: the
Managed Global Division of Separate Account B and the Managed Global
Series of The GCG Trust. The historical performance of the Managed
Global Division remains unchanged by the reorganization.

5
<PAGE>
<PAGE>
NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL DIVISIONS
Quotations of non-standard average annual total return for any division will
be expressed in terms of the average annual compounded rate of return of a
hypothetical investment in a contract over a period of one, five and 10
years (or, if less, up to the life of the division), calculated pursuant to
the formula:

[P(1+T)^(n)]=ERV
Where:
(1) [P] equals a hypothetical initial premium payment of
$1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at the
beginning of the period (or fractional portion thereof)
assuming certain loading and charges are zero.

All total return figures reflect the deduction of the mortality and expense
risk charge and the administrative charges, but not the deduction of the
maximum sales load and the annual contract fee.

Average Annualized Total Return for the Divisions presented on a non-
standardized basis for the period ending June 30, 1997 were as follows:

Average Annualized Total Return for Periods Ending 06/30/97 -- Non-Standardized
- -------------------------------------------------------------------------------
Division One Year Period Five Year Period Inception to Inception Date
Ending 06/30/97 Ending 06/30/97 Ending 06/30/97
- -------- --------------- ---------------- --------------- --------------

<S> <C> <C> <C> <C>
Multiple Allocation 13.45% 7.92%* 7.58%* 1/25/89
Fully Managed 3.20% 6.47%* 5.80%* 1/25/89
Capital Appreciation 24.23% n/a 13.81%* 5/4/92
Rising Dividends 27.86% n/a 17.45% 10/4/93
All-Growth 0.36% 3.41%* 3.85%* 1/25/89
Real Estate 32.52% 16.47%* 9.60%* 1/25/89
Hard Assets 12.81% 13.25%* 8.27%* 1/25/89
Int. Fixed Income 2.74% n/a 6.04% 10/7/94
Value Equity 27.19% n/a 23.66% 1/1/95
Strategic Equity 13.61% n/a 13.60% 10/2/95
Small Cap -0.05% n/a 11.51% 1/2/96
Emerging Markets 12.05% n/a 14.12% 10/4/93
Managed Global ** 13.65%* n/a 15.16%* 10/21/92
OTC 8.43% n/a 20.93% 10/7/94
Research 21.09% n/a 23.21% 10/7/94
Total Return 18.64% n/a 15.37% 10/7/94
Growth & Income 21.96% n/a 27.22% 4/1/96
Value + Growth 27.96% n/a 23.74% 4/1/96
Limited Maturity Bond 4.54% 3.66%* 4.93%* 1/25/89
Liquid Asset 3.23% 2.37%* 3.36%* 1/25/89
</TABLE>
- --------------

* Total return calculation reflects partial waiver of fees and expenses.
** From its inception date until September 3, 1996, the Managed Global
Account of Separate Account D was a registered management investment
company. On that date it was reorganized into two entities: the
Managed Global Division of Separate Account B and the Managed Global
Series of The GCG Trust. The historical performance of the Managed
Global Division remains unchanged by the reorganization.

Performance information for a division may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), Donoghue Money Market
Institutional Averages, or other indices that measure performance of a
pertinent group of securities so that investors may compare a division's
results with those of a group of securities widely regarded by investors
as representative of the securities markets in general; (ii) other groups
of variable annuity separate accounts or other investment products tracked
by Lipper Analytical Services, a widely used independent research firm which
ranks mutual funds and other investment companies by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank such investment companies on overall
performance or other criteria; and (iii) the Consumer Price Index (measure
for inflation) to assess the real rate of return from an investment in the
contract. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs
and expenses.

Performance information for any division reflects only the performance of a
hypothetical contract under which accumulation value is allocated to a
division during a particular time period on which the calculations are based.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the portfolio of the
Series of the Trust in which the Account B divisions invest, and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future.

Reports and promotional literature may also contain other information
including the ranking of any division derived from rankings of variable
annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by other rating services, companies, publications, or
other persons who rank separate accounts or other investment products on
overall performance or other criteria.

PUBLISHED RATINGS
From time to time, the rating of Golden American as an insurance company by
A.M. Best may be referred to in advertisements or in reports to contract
owners. Each year the A.M. Best Company reviews the financial status of
thousands of insurers,

7
<PAGE>
<PAGE>
culminating in the assignment of Best's Ratings. These ratings reflect
their current opinion of the relative financial strength and operating
performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's ratings range from A+ + to F. An
A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has
demonstrated the strongest ability to meet its respective policyholder and
other contractual obligations.

INDEX OF INVESTMENT EXPERIENCE
The calculation of the Index of Investment Experience ("IIE") is discussed in
the prospectus for the Contracts under Measurement of Investment Experience.
The following illustrations show a calculation of a new IIE and the purchase
of Units (using hypothetical examples). Note that the examples below are
calculated for a Contract issued with the 7% Solution Enhanced Death Benefit
Option, the death benefit option with the highest mortality and expense risk
charge. The mortality and expense risk charge associated with the Annual
Ratchet Enhanced Death Benefit Option and the Standard Death Benefit are lower
than that used in the examples and would result in higher IIE's or
Accumulation Values.

1. IIE, beginning of period. . . . . . . . . . . . . . . $ 10.00
2. Value of securities, beginning of period. . . . . . . $ 10.00
3. Change in value of securities . . . . . . . . . . . . $ 0.10
4. Gross investment return (3) divided by (2). . . . . . 0.01
5. Less daily mortality and expense charge . . . . . . . 0.00004280
6. Less asset based administrative charge. . . . . . . . 0.00000411
7. Net investment return (4) minus (5) minus (6) . . . . 0.00995309
8. Net investment factor (1.000000) plus (7) . . . . . . 1.00995309
9. IIE, end of period (1) multiplied by (8). . . . . . . $10.0995309

ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
Example 2.

1. Initial Premium Payment . . . . . . . . . . . . . . . $ 1,000
2. IIE on effective date of purchase (see Example 1) . . $ 10.00
3. Number of Units purchased [(1) divided by (2)] . . . 100
4. IIE for valuation date following purchase
(see Example 1) . . . . . . . . . . . . . . . . . . . $10.0995309
5. Accumulation Value in account for valuation date
following purchase [(3) multiplied by (4)]. . . . . . $ 1,009.95

8
<PAGE>
<PAGE>
IRA PARTIAL WITHDRAWAL OPTION

If the contract owner has an IRA contract and will attain age 70 1/2 in the
current calendar year, distributions will be made in accordance with the
requirements of Federal tax law. This option is available to assure that the
required minimum distributions from qualified plans under the Internal Revenue
Code (the "Code") are made. Under the Code, distributions must begin no later
than April 1st of the calendar year following the calendar year in which the
contract owner attains age 70 1/2. If the required minimum distribution is
not withdrawn, there may be a penalty tax in an amount equal to 50% of the
difference between the amount required to be withdrawn and the amount actually
withdrawn. Even if the IRA Partial Withdrawal Option is not elected,
distributions must nonetheless be made in accordance with the requirements of
Federal tax law.

Golden American notifies the contract owner of these regulations with a letter
mailed on January 1st of the calendar year in which the contract owner reaches
age 70 1/2 which explains the IRA Partial Withdrawal Option and supplies an
election form. If electing this option, the owner specifies whether the
withdrawal amount will be based on a life expectancy calculated on a single
life basis (contract owner's life only) or, if the contract owner is married,
on a joint life basis (contract owner's and spouse's lives combined). The
contract owner selects the payment mode on a monthly, quarterly or annual
basis. If the payment mode selected on the election form is more frequent
than annually, the payments in the first calendar year in which the option is
in effect will be based on the amount of payment modes remaining when Golden
American receives the completed election form. Golden American calculates the
IRA Partial Withdrawal amount each year based on the minimum distribution
rules. We do this by dividing the accumulation value by the life expectancy.
In the first year withdrawals begin, we use the accumulation value as of the
date of the first payment. Thereafter, we use the accumulation value on
December 31st of each year. The life expectancy is recalculated each year.
Certain minimum distribution rules govern payouts if the designated beneficiary
is other than the contract owner's spouse and the beneficiary is more than ten
years younger than the contract owner.

OTHER INFORMATION

Registration statements have been filed with the SEC under the Securities
Act of 1933 as amended, with respect to the Contracts discussed in this
Statement of Additional Information. Not all of the information set forth in
the registration statements, amendments and exhibits thereto has been included
in this Statement of Additional Information. Statements contained in this
Statement of Additional Information concerning the content of the Contracts
and other legal instruments are intended to be summaries. For a complete
statement of the terms of these documents, reference should be made to the
instruments filed with the SEC.

9
<PAGE>
<PAGE>
FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

The unaudited financial statements of Separate Account B are listed below and
are included in this Statement of Additional Information:

Unaudited Financial Statements
Statement of Assets and Liability as of June 30, 1997
Statements of Operations as of June 30, 1997
Statements of Changes in Net Assets for the Year Ended
December 31, 1996 and for the six month period
ended June 30, 1997
Notes to Financial Statements

The audited financial statements of Separate Account B are listed below and
are included in this Statement of Additional Information:

Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability as of December 31, 1996
Statements of Operations for the Year ended December 31, 1996
Statements of Changes in Net Assets for the Years Ended
December 31, 1995 and 1996
Notes to Financial Statements

FINANCIAL STATEMENTS OF
THE MANAGED GLOBAL ACCOUNT OF SEPARATE ACCOUNT D

Since the Managed Global Account of Separate Account D is the Accounting
predecessor of the Managed Global Division of Account B, the audited financial
statements of The Managed Global Account of Separate Account D listed below
appear in the Annual Report of The Managed Global Account of Separate Account
D which was filed with the SEC and are included in this Statement of Additional
Information:

Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability as of December 31, 1995
Statements of Operations for the Year Ended December 31, 1995
Statements of Changes in Net Assets for the Years Ended
December 31, 1994 and 1995
Statement of Investments as of December 31, 1995
Notes to Audited Financial Statements

10
<PAGE>
<PAGE>

Financial Statements

Golden American Life Insurance Company
Separate Account B (Unaudited)

Periods ended June 30, 1997 and December 31, 1996

Golden American Life Insurance Company
Separate Account B

Financial Statements

Periods ended June 30, 1997 and December 31, 1996

Contents

Unaudited Financial Statements

Statement of Assets and Liability
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY (Unaudited)
JUNE 30, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
NET ASSETS
Investments at net asset value:
The GCG Trust:
Liquid Asset Series, 46,564,249 shares (cost - $46,564) $46,564
Limited Maturity Bond Series, 4,786,371 shares (cost -$50,595) 51,214
Hard Assets Series, 2,483,342 shares (cost - $41,229) 45,644
All-Growth Series, 5,161,676 shares (cost - $67,888) 71,851
Real Estate Series, 3,547,799 shares (cost - $46,838) 60,383
Fully Managed Series, 9,210,038 shares (cost - $122,552) 147,637
Multiple Allocation Series, 19,862,583 shares (cost - $242,445) 266,157
Capital Appreciation Series, 9,524,943 shares (cost - $124,434) 165,258
Rising Dividends Series, 9,075,977 shares (cost - $119,477) 170,175
Emerging Markets Series, 3,948,669 shares (cost - $40,922) 45,016
Market Manager Series, 397,698 shares (cost - $4,149) 6,176
Value Equity Series, 3,462,899 shares (cost - $46,794) 57,069
Strategic Equity Series, 3,106,951 shares (cost - $33,781) 38,992
Small Cap Series, 3,296,499 shares (cost - $37,890) 39,789
Managed Global Series, 8,084,627 shares (cost - $86,434) 102,028

Equi-Select Series Trust:
OTC Portfolio, 660,691 shares (cost - $9,228) 9,914
Growth & Income Portfolio, 1,500,716 shares (cost - $18,937) 20,631
Research Portfolio, 512,991 shares (cost - $8,336) 8,928
Total Return Portfolio, 371,605 shares (cost - $5,256) 5,429
Value + Growth Portfolio, 356,917 shares (cost - $4,489) 4,704
____________
TOTAL ASSETS (cost - $1,158,238) 1,363,559

LIABILITIES
Payable to Golden American Life Insurance Company 843
____________
TOTAL NET ASSETS $1,362,716
============
NET ASSETS
For Variable Annuity Insurance Contracts $1,343,837
Retained in Separate Account B by Golden American
Life Insurance Company 18,879
____________
TOTAL NET ASSETS $1,362,716
============
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS (Unaudited)
For the period ended June 30, 1997, Except as Noted
(Dollars in thousands)
<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard
Asset Bond Assets
Division Division Division
_________________________________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends $1,038 -- --

Expenses:
Mortality and expense risk and other charges (237) ($282) ($245)
Annual administrative charges (13) (9) (11)
Minimum death benefit guarantee charges (4) (1) (2)
Contingent deferred sales charges (66) (26) (18)
Other contract charges (3) -- (3)
Amortization of deferred charges related to:
Deferred sales load (277) (296) (150)
Premium taxes (2) (5) (3)
_________________________________
TOTAL EXPENSES BEFORE WAIVER (602) (619) (432)
Fees waived by Golden American 4 9 5
_________________________________
NET EXPENSES (598) (610) (427)
_________________________________
NET INVESTMENT INCOME (LOSS) 440 (610) (427)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments -- (54) 888
Net unrealized appreciation of investments -- 1,384 411
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $440 $720 $872
=================================

</TABLE>

All- Real Fully
Growth Estate Managed
Division Division Division
_________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- --

Expenses:
Mortality and expense risk and other charges ($385) ($310) ($762)
Annual administrative charges (19) (14) (38)
Minimum death benefit guarantee charges (1) (2) (1)
Contingent deferred sales charges (14) (17) (45)
Other contract charges (1) (1) (2)
Amortization of deferred charges related to:
Deferred sales load (365) (187) (593)
Premium taxes (9) (4) (15)
_________________________________
TOTAL EXPENSES BEFORE WAIVER (794) (535) (1,456)
Fees waived by Golden American 13 6 21
_________________________________
NET EXPENSES (781) (529) (1,435)
_________________________________
NET INVESTMENT LOSS (781) (529) (1,435)

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Net realized gain on investments 84 1,022 955
Net unrealized appreciation of investments 2,520 2,530 10,260
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $1,823 $3,023 $9,780
=================================

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS (Unaudited)
For the period ended June 30, 1997, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Multiple Capital
Alloca- Apprecia- Rising
tion tion Dividends
Division Division Division
_________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- --

Expenses:
Mortality and expense risk and other charges ($1,379) ($836) ($839)
Annual administrative charges (72) (42) (47)
Minimum death benefit guarantee charges (7) (1) (1)
Contingent deferred sales charges (36) (39) (87)
Other contract charges (6) (4) (6)
Amortization of deferred charges related to:
Deferred sales load (1,342) (655) (508)
Premium taxes (24) (25) (7)
_________________________________
TOTAL EXPENSES BEFORE WAIVER (2,866) (1,602) (1,495)
Fees waived by Golden American 30 27 16
_________________________________
NET EXPENSES (2,836) (1,575) (1,479)
_________________________________
NET INVESTMENT LOSS (2,836) (1,575) (1,479)

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Net realized gain on investments 1,953 3,775 2,213
Net unrealized appreciation of investments 18,336 18,180 22,949
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $17,453 $20,380 $23,683
=================================

</TABLE>

Emerging Market Value
Markets Manager Equity
Division Division Division
_________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- --

Expenses:
Mortality and expense risk and other charges ($230) -- ($304)
Annual administrative charges (14) -- (17)
Minimum death benefit guarantee charges (1) -- (1)
Contingent deferred sales charges (18) -- (27)
Other contract charges (1) -- (1)
Amortization of deferred charges related to:
Deferred sales load (200) ($30) (136)
Premium taxes (3) -- (1)
_________________________________
TOTAL EXPENSES BEFORE WAIVER (467) (30) (487)
Fees waived by Golden American 4 -- 4
_________________________________
NET EXPENSES (463) (30) (483)
_________________________________
NET INVESTMENT LOSS (463) (30) (483)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (154) 134 570
Net unrealized appreciation of investments 6,639 839 7,804
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $6,022 $943 $7,891
=================================

</TABLE>

Strategic Managed
Equity Small Cap Global
Division Division Division
__________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- --

Expenses:
Mortality and expense risk and other charges ($222) ($230) ($516)
Annual administrative charges (9) (12) (22)
Minimum death benefit guarantee charges (1) -- (1)
Contingent deferred sales charges (19) (23) (40)
Other contract charges (1) (2) (3)
Amortization of deferred charges related to:
Deferred sales load (55) (70) (345)
Premium taxes (1) (1) (10)
__________________________________
TOTAL EXPENSES BEFORE WAIVER (308) (338) (937)
Fees waived by Golden American 6 3 10
__________________________________
NET EXPENSES (302) (335) (927)
__________________________________
NET INVESTMENT LOSS (302) (335) (927)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 150 (707) 697
Net unrealized appreciation of investments 2,536 1,225 11,175
__________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $2,384 $183 $10,945
==================================

</TABLE>

Growth & Research
OTC Income Division
Division Division (b)
_________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- --

Expenses:
Mortality and expense risk and other charges ($47) ($97) ($19)
Annual administrative charges (4) (8) (5)
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges (6) (6) --
Other contract charges (1) -- --
Amortization of deferred charges related to:
Deferred sales load (16) (40) (3)
Premium taxes -- (1) --
_________________________________
TOTAL EXPENSES BEFORE WAIVER (74) (152) (27)
Fees waived by Golden American 1 3 --
_________________________________
NET EXPENSES (73) (149) (27)
_________________________________
NET INVESTMENT LOSS (73) (149) (27)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (52) 39 (9)
Net unrealized appreciation of investments 811 1,425 592
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $686 $1,315 $556
=================================
<FN>
(b) Commencement of operations, February 4, 1997

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS (Unaudited)
For the period ended June 30, 1997, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Total Value +
Return Growth
Division Division
(a) (b) Combined
_________________________________
<S> <C> <C> <C>
INVESTMENT LOSS
Income:
Dividends -- -- $1,038

Expenses:
Mortality and expense risk and other charges ($9) ($12) (6,961)
Annual administrative charges (2) (2) (360)
Minimum death benefit guarantee charges -- -- (24)
Contingent deferred sales charges (1) -- (488)
Other contract charges -- -- (35)
Amortization of deferred charges related to:
Deferred sales load (4) (5) (5,277)
Premium taxes -- -- (111)
_________________________________
TOTAL EXPENSES BEFORE WAIVER (16) (19) (13,256)
Fees waived by Golden American -- -- 162
_________________________________
NET EXPENSES (16) (19) (13,094)
_________________________________
NET INVESTMENT LOSS (16) (19) (12,056)

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Net realized gain on investments 18 128 11,650
Net unrealized appreciation of investments 173 215 110,004
_________________________________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $175 $324 $109,598
=================================
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income 730
Net realized gain on investments --
Net unrealized appreciation of investments --
__________
Net increase in net assets resulting from operations 730

Changes from principal transactions:
Purchase payments 14,178
Contract distributions and terminations (15,313)
Transfer payments from Fixed Accounts and other Divisions 1,242
Addition to assets retained in the Account by Golden
American Life Insurance Company 148
__________
Increase in net assets derived from principal transactions 255
__________
Total increase 985
__________
NET ASSETS AT DECEMBER 31, 1996 37,476

INCREASE IN NET ASSETS
Operations:
Net investment income 440
Net realized gain on investments --
Net unrealized appreciation of investments --
__________
Net increase in net assets resulting from operations 440

Changes from principal transactions:
Purchase payments 7,163
Contract distributions and terminations (8,260)
Transfer payments from Fixed Accounts and other Divisions 9,592
Addition to assets retained in the Account by Golden
American Life Insurance Company 136
__________
Increase in net assets derived from principal transactions 8,631
__________
Total increase 9,071
__________
NET ASSETS AT JUNE 30, 1997 $46,547
==========
</TABLE>

DECREASE IN NET ASSETS
Operations:
Net investment income 4,507
Net realized gain on investments 314
Net unrealized depreciation of investments (3,831)
__________
Net increase in net assets resulting from operations 990

Changes from principal transactions:
Purchase payments 5,869
Contract distributions and terminations (9,672)
Transfer payments to Fixed Accounts and other Divisions (10,189)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (501)
__________
Decrease in net assets derived from principal transactions (14,493)
__________
Total decrease (13,503)
__________
NET ASSETS AT DECEMBER 31, 1996 54,334

DECREASE IN NET ASSETS
Operations:
Net investment loss (610)
Net realized loss on investments (54)
Net unrealized appreciation of investments 1,384
__________
Net increase in net assets resulting from operations 720

Changes from principal transactions:
Purchase payments 2,414
Contract distributions and terminations (4,532)
Transfer payments to Fixed Accounts and other Divisions (1,726)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (18)
__________
Decrease in net assets derived from principal transactions (3,862)
__________
Total decrease (3,142)
__________
NET ASSETS AT JUNE 30, 1997 $51,192
==========
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Hard
Assets
Division
__________
<S> <C>
NET ASSETS AT JANUARY 1, 1996 $26,990

INCREASE IN NET ASSETS
Operations:
Net investment income 3,916
Net realized gain on investments 2,353
Net unrealized appreciation of investments 2,704
__________
Net increase in net assets resulting from operations 8,973

Changes from principal transactions:
Purchase payments 6,154
Contract distributions and terminations (4,962)
Transfer payments from Fixed Accounts and other Divisions 5,904
Addition to assets retained in the Account by Golden
American Life Insurance Company 242
__________
Increase in net assets derived from principal transactions 7,338
__________
Total increase 16,311
__________
NET ASSETS AT JUNE 30, 1997 43,301

INCREASE IN NET ASSETS
Operations:
Net investment loss (427)
Net realized gain on investments 888
Net unrealized appreciation of investments 411
__________
Net increase in net assets resulting from operations 872

Changes from principal transactions:
Purchase payments 3,401
Contract distributions and terminations (2,655)
Transfer payments from Fixed Accounts and other Divisions 738
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (36)
__________
Increase in net assets derived from principal transactions 1,448
__________
Total increase 2,320
__________
NET ASSETS AT JUNE 30, 1997 $45,621
==========
</TABLE>

DECREASE IN NET ASSETS
Operations:
Net investment loss (150)
Net realized gain on investments 2,112
Net unrealized depreciation of investments (4,894)
__________
Net decrease in net assets resulting from operations (2,932)

Changes from principal transactions:
Purchase payments 10,539
Contract distributions and terminations (12,597)
Transfer payments to Fixed Accounts and other Divisions (9,493)
Reallocation from to assets retained in the Account by Golden
American Life Insurance Company (631)
__________
Decrease in net assets derived from principal transactions (12,182)
__________
Total decrease (15,114)
__________
NET ASSETS AT DECEMBER 31, 1996 76,842

DECREASE IN NET ASSETS
Operations:
Net investment loss (781)
Net realized gain on investments 84
Net unrealized appreciation of investments 2,520
__________
Net increase in net assets resulting from operations 1,823

Changes from principal transactions:
Purchase payments 3,044
Contract distributions and terminations (5,612)
Transfer payments to Fixed Accounts and other Divisions (4,165)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (119)
__________
Decrease in net assets derived from principal transactions (6,852)
__________
Total decrease (5,029)
__________
NET ASSETS AT JUNE 30, 1997 $71,813
==========

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income 2,214
Net realized gain on investments 652
Net unrealized appreciation of investments 8,605
__________
Net increase in net assets resulting from operations 11,471

Changes from principal transactions:
Purchase payments 5,981
Contract distributions and terminations (4,775)
Transfer payments from Fixed Accounts and other Divisions 3,076
Addition to assets retained in the Account by Golden
American Life Insurance Company 115
__________
Increase in net assets derived from principal transactions 4,397
__________
Total increase 15,868
__________
NET ASSETS AT DECEMBER 31, 1996 50,681

INCREASE IN NET ASSETS
Operations:
Net investment loss (529)
Net realized gain on investments 1,022
Net unrealized appreciation of investments 2,530
__________
Net increase in net assets resulting from operations 3,023

Changes from principal transactions:
Purchase payments 6,371
Contract distributions and terminations (2,427)
Transfer payments from Fixed Accounts and other Divisions 2,701
Addition to assets retained in the Account by Golden
American Life Insurance Company 10
__________
Increase in net assets derived from principal transactions 6,655
__________
Total increase 9,678
__________
NET ASSETS AT JUNE 30, 1997 $60,359
==========

INCREASE IN NET ASSETS
Operations:
Net investment income 7,463
Net realized gain on investments 2,245
Net unrealized appreciation of investments 6,614
__________
Net increase in net assets resulting from operations 16,322

Changes from principal transactions:
Purchase payments 16,217
Contract distributions and terminations (17,846)
Transfer payments from Fixed Accounts and other Divisions 2,478
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (67)
__________
Increase in net assets derived from principal transactions 782
__________
Total increase 17,104
__________
NET ASSETS AT DECEMBER 31, 1996 134,431

INCREASE IN NET ASSETS
Operations:
Net investment loss (1,435)
Net realized gain on investments 955
Net unrealized appreciation of investments 10,260
__________
Net increase in net assets resulting from operations 9,780

Changes from principal transactions:
Purchase payments 7,122
Contract distributions and terminations (8,186)
Transfer payments from Fixed Accounts and other Divisions 4,330
Addition to assets retained in the Account by Golden
American Life Insurance Company 90
__________
Increase in net assets derived from principal transactions 3,356
__________
Total increase 13,136
__________
NET ASSETS AT JUNE 30, 1997 $147,567
==========
</TABLE>

DECREASE IN NET ASSETS
Operations:
Net investment income 18,091
Net realized gain on investments 6,043
Net unrealized depreciation of investments (7,108)
__________
Net increase in net assets resulting from operations 17,026

Changes from principal transactions:
Purchase payments 16,631
Contract distributions and terminations (44,014)
Transfer payments to Fixed Accounts and other Divisions (23,461)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (1,257)
__________
Decrease in net assets derived from principal transactions (52,101)
__________
Total decrease (35,075)
__________
NET ASSETS AT DECEMBER 31, 1996 270,427

DECREASE IN NET ASSETS
Operations:
Net investment loss (2,836)
Net realized gain on investments 1,953
Net unrealized appreciation of investments 18,336
__________
Net increase in net assets resulting from operations 17,453

Changes from principal transactions:
Purchase payments 3,978
Contract distributions and terminations (20,136)
Transfer payments to Fixed Accounts and other Divisions (5,693)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (13)
__________
Decrease in net assets derived from principal transactions (21,864)
__________
Total decrease (4,411)
__________
NET ASSETS AT JUNE 30, 1997 $266,016
==========

INCREASE IN NET ASSETS
Operations:
Net investment income 7,757
Net realized gain on investments 4,853
Net unrealized appreciation of investments 8,839
____________
Net increase in net assets resulting from operations 21,449

Changes from principal transactions:
Purchase payments 16,081
Contract distributions and terminations (16,095)
Transfer payments from Fixed Accounts and other Divisions 3,299
Addition to assets retained in the Account by Golden
American Life Insurance Company 206
____________
Increase in net assets derived from principal transactions 3,491
____________
Total increase 24,940
____________
NET ASSETS AT DECEMBER 31, 1996 145,989

DECREASE IN NET ASSETS
Operations:
Net investment loss (1,575)
Net realized gain on investments 3,775
Net unrealized appreciation of investments 18,180
____________
Net increase in net assets resulting from operations 20,380

Changes from principal transactions:
Purchase payments 6,655
Contract distributions and terminations (9,365)
Transfer payments from Fixed Accounts and other Divisions 1,433
Addition to assets retained in the Account by Golden
American Life Insurance Company 90
____________
Decrease in net assets derived from principal transactions (1,187)
____________
Total increase 19,193
____________
NET ASSETS AT JUNE 30, 1997 $165,182
============
</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment loss (455)
Net realized gain on investments 4,125
Net unrealized appreciation of investments 12,317
__________
Net increase in net assets resulting from operations 15,987

Changes from principal transactions:
Purchase payments 25,572
Contract distributions and terminations (12,639)
Transfer payments from Fixed Accounts and other Divisions 13,857
Addition to assets retained in the Account by Golden
American Life Insurance Company 454
__________
Increase in net assets derived from principal transactions 27,244
__________
Total increase 43,231
__________
NET ASSETS AT DECEMBER 31, 1996 123,573

INCREASE IN NET ASSETS
Operations:
Net investment loss (1,479)
Net realized gain on investments 2,213
Net unrealized appreciation of investments 22,949
__________
Net increase in net assets resulting from operations 23,683

Changes from principal transactions:
Purchase payments 17,679
Contract distributions and terminations (7,909)
Transfer payments from Fixed Accounts and other Divisions 12,800
Addition to assets retained in the Account by Golden
American Life Insurance Company 272
__________
Increase in net assets derived from principal transactions 22,842
__________
Total increase 46,525
__________
NET ASSETS AT JUNE 30, 1997 $170,098
==========
</TABLE>

DECREASE IN NET ASSETS
Operations:
Net investment loss (998)
Net realized loss on investments (2,959)
Net unrealized appreciation of investments 5,674
__________
Net increase in net assets resulting from operations 1,717

Changes from principal transactions:
Purchase payments 6,432
Contract distributions and terminations (6,450)
Transfer payments to Fixed Accounts and other Divisions (1,273)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (160)
__________
Decrease in net assets derived from principal transactions (1,451)
__________
Total increase 266
__________
NET ASSETS AT DECEMBER 31, 1996 37,153

INCREASE IN NET ASSETS
Operations:
Net investment loss (463)
Net realized loss on investments (154)
Net unrealized appreciation of investments 6,639
__________
Net increase in net assets resulting from operations 6,022

Changes from principal transactions:
Purchase payments 2,626
Contract distributions and terminations (3,014)
Transfer payments from Fixed Accounts and other Divisions 2,148
Addition to assets retained in the Account by Golden
American Life Insurance Company 58
__________
Increase in net assets derived from principal transactions 1,818
__________
Total increase 7,840
__________
NET ASSETS AT JUNE 30, 1997 $44,993
==========
</TABLE>

DECREASE IN NET ASSETS
Operations:
Net investment income 396
Net realized gain on investments 327
Net unrealized appreciation of investments 245
__________
Net increase in net assets resulting from operations 968

Changes from principal transactions:
Purchase payments (111)
Contract distributions and terminations (383)
Transfer payments to Fixed Accounts and other Divisions (187)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (14)
__________
Decrease in net assets derived from principal transactions (695)
__________
Total increase 273
__________
NET ASSETS AT DECEMBER 31, 1996 5,479

DECREASE IN NET ASSETS
Operations:
Net investment loss (30)
Net realized gain on investments 134
Net unrealized appreciation of investments 839
__________
Net increase in net assets resulting from operations 943

Changes from principal transactions:
Purchase payments (46)
Contract distributions and terminations (129)
Transfer payments to Fixed Accounts and other Divisions (333)
Addition to assets retained in the Account by Golden
American Life Insurance Company 65
__________
Decrease in net assets derived from principal transactions (443)
__________
Total increase 500
__________
NET ASSETS AT JUNE 30, 1997 $5,979
==========
</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income 1,157
Net realized gain on investments 1,290
Net unrealized appreciation of investments 601
__________
Net increase in net assets resulting from operations 3,048

Changes from principal transactions:
Purchase payments 15,780
Contract distributions and terminations (3,990)
Transfer payments to Fixed Accounts and other Divisions (376)
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (48)
__________
Increase in net assets derived from principal transactions 11,366
__________
Total increase 14,414
__________
NET ASSETS AT DECEMBER 31, 1996 42,861

INCREASE IN NET ASSETS
Operations:
Net investment loss (483)
Net realized gain on investments 570
Net unrealized appreciation of investments 7,804
__________
Net increase in net assets resulting from operations 7,891

Changes from principal transactions:
Purchase payments 4,628
Contract distributions and terminations (2,609)
Transfer payments from Fixed Accounts and other Divisions 4,185
Addition to assets retained in the Account by Golden
American Life Insurance Company 86
__________
Increase in net assets derived from principal transactions 6,290
__________
Total increase 14,181
__________
NET ASSETS AT JUNE 30, 1997 $57,042
==========

INCREASE IN NET ASSETS
Operations:
Net investment income 275
Net realized gain on investments 161
Net unrealized appreciation of investments 2,648
__________
Net increase in net assets resulting from operations 3,084

Changes from principal transactions:
Purchase payments 12,046
Contract distributions and terminations (1,671)
Transfer payments from Fixed Accounts and other Divisions 8,149
Addition to assets retained in the Account by Golden
American Life Insurance Company 219
__________
Increase in net assets derived from principal transactions 18,743
__________
Total increase 21,827
__________
NET ASSETS AT DECEMBER 31, 1996 29,858

INCREASE IN NET ASSETS
Operations:
Net investment loss (302)
Net realized gain on investments 150
Net unrealized appreciation of investments 2,536
__________
Net increase in net assets resulting from operations 2,384

Changes from principal transactions:
Purchase payments 5,347
Contract distributions and terminations (993)
Transfer payments from Fixed Accounts and other Divisions 2,347
Addition to assets retained in the Account by Golden
American Life Insurance Company 32
__________
Increase in net assets derived from principal transactions 6,733
__________
Total increase 9,117
__________
NET ASSETS AT JUNE 30, 1997 $38,975
==========
</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment loss ($369)
Net realized gain on investments 25
Net unrealized appreciation of investments 674
__________
Net increase in net assets resulting from operations 330

Changes from principal transactions:
Purchase payments 17,552
Contract distributions and terminations (1,530)
Transfer payments from Fixed Accounts and other Divisions 16,293
Addition to assets retained in the Account by Golden
American Life Insurance Company 411
__________
Increase in net assets derived from principal transactions 32,726
__________
Total increase 33,056
__________
NET ASSETS AT DECEMBER 31, 1996 33,056

<FN>
(a) Commencement of operations, January 3, 1996

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Small Cap
Division
(a)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($335)
Net realized loss on investments (707)
Net unrealized appreciation of investments 1,225
__________
Net increase in net assets resulting from operations 183

Changes from principal transactions:
Purchase payments 5,472
Contract distributions and terminations (1,443)
Transfer payments from Fixed Accounts and other Divisions 2,568
Reallocation from assets retained in the Account by Golden
American Life Insurance Company (69)
__________
Increase in net assets derived from principal transactions 6,528
__________
Total increase 6,711
__________
NET ASSETS AT JUNE 30, 1997 $39,767
==========
<FN>
(a) Commencement of operations, January 3, 1996

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment loss ($350)
Net realized gain on investments 116
Net unrealized appreciation of investments 4,419
__________
Net increase in net assets resulting from operations 4,185

Changes from principal transactions:
Purchase payments 3,524
Contract distributions and terminations (3,844)
Transfer payments from Fixed Accounts and other Divisions 80,286
Addition to assets retained in the Account by Golden
American Life Insurance Company 2,115
__________
Increase in net assets derived from principal transactions 82,081
__________
Total increase 86,266
__________
NET ASSETS AT DECEMBER 31, 1996 86,266

<FN>
(b) Commencement of operations, September 3, 1996

</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Managed
Global
Division
(b)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($927)
Net realized gain on investments 697
Net unrealized appreciation of investments 11,175
__________
Net increase in net assets resulting from operations 10,945

Changes from principal transactions:
Purchase payments 7,532
Contract distributions and terminations (5,631)
Transfer payments from Fixed Accounts and other Divisions 2,805
Addition to assets retained in the Account by Golden
American Life Insurance Company 65
__________
Increase in net assets derived from principal transactions 4,771
__________
Total increase 15,716
__________
NET ASSETS AT JUNE 30, 1997 $101,982
==========

<FN>
(b) Commencement of operations, September 3, 1996

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income $204
Net realized gain on investments 1
Net unrealized depreciation of investments (125)
__________
Net increase in net assets resulting from operations 80

Changes from principal transactions:
Purchase payments 1,207
Contract distributions and terminations (36)
Transfer payments from Fixed Accounts and other Divisions 3,248
Addition to assets retained in the Account by Golden
American Life Insurance Company 72
__________
Increase in net assets derived from principal transactions 4,491
__________
Total increase 4,571
__________
NET ASSETS AT DECEMBER 31, 1996 4,571

<FN>
(c) Commencement of operations, September 23, 1996

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
OTC
Division
(c)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($73)
Net realized loss on investments (52)
Net unrealized appreciation of investments 811
__________
Net increase in net assets resulting from operations 686

Changes from principal transactions:
Purchase payments 2,895
Contract distributions and terminations (202)
Transfer payments from Fixed Accounts and other Divisions 1,939
Addition to assets retained in the Account by Golden
American Life Insurance Company 20
__________
Increase in net assets derived from principal transactions 4,652
__________
Total increase 5,338
__________
NET ASSETS AT JUNE 30, 1997 $9,909
==========
<FN>
(c) Commencement of operations, September 23, 1996

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income --
Net realized gain on investments $1
Net unrealized appreciation of investments 269
__________
Net increase in net assets resulting from operations 270

Changes from principal transactions:
Purchase payments 2,760
Contract distributions and terminations (43)
Transfer payments from Fixed Accounts and other Divisions 5,164
Addition to assets retained in the Account by Golden
American Life Insurance Company 124
__________
Increase in net assets derived from principal transactions 8,005
__________
Total increase 8,275
__________
NET ASSETS AT DECEMBER 31, 1996 8,275

<FN>
(c) Commencement of operations, September 23, 1996

</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Growth &
Income
Division
(c)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($149)
Net realized gain on investments 39
Net unrealized appreciation of investments 1,425
__________
Net increase in net assets resulting from operations 1,315

Changes from principal transactions:
Purchase payments 5,873
Contract distributions and terminations (632)
Transfer payments from Fixed Accounts and other Divisions 5,727
Addition to assets retained in the Account Golden
American Life Insurance Company 64
__________
Increase in net assets derived from principal transactions 11,032
__________
Total increase 12,347
__________
NET ASSETS AT JUNE 30, 1997 $20,622
==========
<FN>
(c) Commencement of operations, September 23, 1996

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income --
Net realized gain on investments --
Net unrealized appreciation of investments --
__________
Net increase in net assets resulting from operations --

Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from Fixed Accounts and other Divisions --
Addition to assets retained in the Account by Golden
American Life Insurance Company --
__________
Increase in net assets derived from principal transactions --
__________
Total increase --
__________
NET ASSETS AT DECEMBER 31, 1996 --

<FN>
(e) Commencement of operations, February 4, 1997

</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Research
Division
(e)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($27)
Net realized loss on investments (9)
Net unrealized appreciation of investments 592
__________
Net increase in net assets resulting from operations 556

Changes from principal transactions:
Purchase payments 3,804
Contract distributions and terminations (67)
Transfer payments from Fixed Accounts and other Divisions 4,573
Addition to assets retained in the Account Golden
American Life Insurance Company 57
__________
Increase in net assets derived from principal transactions 8,367
__________
Total increase 8,923
__________
NET ASSETS AT JUNE 30, 1997 $8,923
==========
<FN>
(e) Commencement of operations, February 4, 1997

</TABLE>

<FN>
(d) Commencement of operations, February 3, 1997

</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Total
Return
Division
(d)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($16)
Net realized gain on investments 18
Net unrealized appreciation of investments 173
__________
Net increase in net assets resulting from operations 175

Changes from principal transactions:
Purchase payments 2,128
Contract distributions and terminations (211)
Transfer payments from Fixed Accounts and other Divisions 3,309
Addition to assets retained in the Account Golden
American Life Insurance Company 27
__________
Increase in net assets derived from principal transactions 5,253
__________
Total increase 5,428
__________
NET ASSETS AT JUNE 30, 1997 $5,428
==========
<FN>
(d) Commencement of operations, February 3, 1997

</TABLE>

<FN>
(e) Commencement of operations, February 4, 1997

</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
For the year ended December 31, 1996 and the period ended
June 30, 1997, Except as Noted (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Value +
Growth
Division
(e)
__________
<S> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ($19)
Net realized gain on investments 128
Net unrealized appreciation of investments 215
__________
Net increase in net assets resulting from operations 324

Changes from principal transactions:
Purchase payments 1,408
Contract distributions and terminations (87)
Transfer payments from Fixed Accounts and other Divisions 3,011
Addition to assets retained in the Account Golden
American Life Insurance Company 45
__________
Increase in net assets derived from principal transactions 4,377
__________
Total increase 4,701
__________
NET ASSETS AT JUNE 30, 1997 $4,701
==========
<FN>
(e) Commencement of operations, February 4, 1997

</TABLE>

INCREASE IN NET ASSETS
Operations:
Net investment income 44,388
Net realized gain on investments 21,659
Net unrealized appreciation of investments 37,651
____________
Net increase in net assets resulting from operations 103,698

Changes from principal transactions:
Purchase payments 176,412
Contract distributions and terminations (155,860)
Transfer payments from Fixed Accounts and other Divisions 98,017
Addition to assets retained in the Account by Golden
American Life Insurance Company 1,428
____________
Increase in net assets derived from principal transactions 119,997
____________
Total increase 223,695
____________
NET ASSETS AT DECEMBER 31, 1996 1,184,573

INCREASE IN NET ASSETS
Operations:
Net investment loss (12,056)
Net realized gain on investments 11,650
Net unrealized appreciation of investments 110,004
____________
Net increase in net assets resulting from operations 109,598

Changes from principal transactions:
Purchase payments 99,494
Contract distributions and terminations (84,100)
Transfer payments from Fixed Accounts and other Divisions 52,289
Addition to assets retained in the Account Golden
American Life Insurance Company 862
____________
Increase in net assets derived from principal transactions 68,545
____________
Total increase 178,143
____________
NET ASSETS AT JUNE 30, 1997 $1,362,716
============

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 1997

NOTE 1 - ORGANIZATION
Separate Account B (the "Account") was established on July 14, 1988, by
Golden American Life Insurance Company ("Golden American"), under
Minnesota insurance law to support the operations of variable annuity
contracts ("Contracts"). Effective September 30, 1992, Golden American
became a wholly-owned subsidiary of BT Variable, Inc. ("BTV"), an
indirect wholly-owned subsidiary of Bankers Trust Company. Effective
December 30, 1993, Golden American was redomesticated from the State of
Minnesota to the State of Delaware. Effective August 13, 1996,
Equitable of Iowa Companies ("Equitable of Iowa") acquired all of the
outstanding capital stock of BTV. As of August 14, 1996, BT Variable,
Inc.'s name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable Inc. was liquidated and its investments in Golden American were
transferred to Equitable of Iowa, while its net assets were transferred
to Golden American. These transactions had no effect on the
accompanying financial statements. Golden American is primarily engaged
in the issuance of variable insurance products and is licensed as a life
insurance company in the District of Columbia and all states except New
York.

Operations of the Account commenced on January 25, 1989. The Account is
registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. Golden
American provides for variable accumulation and benefits under the
contracts by crediting annuity considerations to one or more divisions
within the Account or to the Golden American Guaranteed Interest
Division, the Golden American Fixed Interest Division and the Fixed
Separate Account, which are not part of the Account, as directed by the
Contractowners. The portion of the Account's assets applicable to
Contracts will not be chargeable with liabilities arising out of any
other business Golden American may conduct, but obligations of the
Account, including the promise to make benefit payments, are obligations
of Golden American. The assets and liabilities of the Account are
clearly identified and distinguished from the other assets and
liabilities of Golden American.

At June 30, 1997, the Account had, under GoldenSelect Contracts, twenty
investment divisions: the Liquid Asset, the Limited Maturity Bond, the
Hard Assets (formerly the Natural Resources), the All-Growth, the Real
Estate, the Fully Managed, the Multiple Allocation, the Capital
Appreciation, the Rising Dividends, the Emerging Markets, the Market
Manager, the Value Equity, the Strategic Equity, the Small Cap
(commenced operations January, 1996), the Managed Global and the OTC
(commenced operations September, 1996), the Growth & Income (commenced
operations September, 1996), the Research (commenced operations
February, 1997), the Total Return (commenced operations February, 1997)
and the Value + Growth (commenced operations February, 1997) Divisions
("Divisions"). The Managed Global was formerly the Managed Global
Account of Golden American's Separate Account D from October 12, 1992
until September 3, 1996. The assets in each Division are invested in
shares of a designated series ("Series," which may also be referred to
as "Portfolio") of mutual funds of The GCG Trust or the Equi-Select
Series Trust (the "Trusts"). The Account also includes The Fund For Life
Division, which is not included in the accompanying financial
NOTE 1 - ORGANIZATION (Continued)
statements, and which ceased to accept new Contracts effective December
31, 1994.

The Market Manager Division was open for investment for only a brief
period during 1994 and 1995. This Division is now closed and
contractowners are not permitted to direct their investments into this
Division. Contractowners with investments in the Market Manager
Division were permitted to elect to update their contracts to DVA PLUS
contracts.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Account:

USE OF ESTIMATES: The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

INVESTMENTS: Investments are made in shares of a Series or Portfolio of
the Trusts and are valued at the net asset value per share of the
respective Series or Portfolio of the Trusts. Investment transactions
in each Series or Portfolio of the Trusts are recorded on the trade
date. Distributions of net investment income and capital gains of each
Series or Portfolio of the Trusts are recognized on the ex-distribution
date. Realized gains and losses on redemptions of the shares of the
Series or Portfolio of the Trusts are determined on the specific
identification basis.

FEDERAL INCOME TAXES: Operations of the Account form a part of, and are
taxed with, the total operations of Golden American which is taxed as a
life insurance company under the Internal Revenue Code. Earnings and
realized capital gains of the Account attributable to the Contractowners
are excluded in the determination of the federal income tax liability of
Golden American.

NOTE 3 - CHARGES AND FEES
Contracts currently being sold include the DVA 100, DVA Series 100 and
the DVA PLUS. The DVA PLUS has three different death benefit options
referred to as Standard, Annual Ratchet and 7% Solution. Golden
American discontinued external sales of DVA 80 in May 1991. In December
1995, Golden American also discontinued external sales of DVA 100,
however, both the DVA 80 and DVA 100 contracts continue to be available
to Golden American employees and agents. Under the terms of the
Contracts, certain charges are allocated to the Contracts to cover
Golden American's expenses in connection with the issuance and
administration of the Contracts. Following is a summary of these
charges:

MORTALITY AND EXPENSE RISK AND OTHER CHARGES

MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes
mortality and expense risks related to the operations of the
Account and, in accordance with the terms of the Contracts, deducts
a daily charge from the assets of the Account. Daily charges are
deducted at annual rates of .80%, .90%, 1.25%, 1.10%, 1.25% and
1.40% of the assets attributable to the DVA 80, DVA 100, DVA Series
100, DVA PLUS-Standard, DVA PLUS-Annual Ratchet and DVA PLUS-7%
NOTE 3 - CHARGES AND FEES (Continued)
Solution, respectively, to cover these risks.

ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual
rate of .10% is deducted from assets attributable to DVA 100 and
DVA Series 100 Contracts. A daily charge at an annual rate of .15%
is deducted from the assets attributable to DVA PLUS Contracts.

ANNUAL ADMINISTRATIVE CHARGES: An administrative charge of $40 per
Contract year is deducted from the accumulation value of Deferred
Annuity Contracts to cover ongoing administrative expenses. The charge
is incurred on the Contract anniversary date and deducted at the end
of the Contract anniversary period. This charge has been waived for
certain offerings of the Contracts.

MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a
minimum death benefit guarantee charge of up to $1.20 per $1,000 of
guaranteed death benefit per Contract year is deducted from the
accumulation value of Deferred Annuity Contracts on each Contract
anniversary date.

CONTINGENT DEFERRED SALES CHARGES: Under DVA PLUS Contracts issued
subsequent to September 1995, a contingent deferred sales charge
("Surrender Charge") is imposed as a percentage of each premium payment
if the Contract is surrendered or an excess partial withdrawal is taken
during the seven-year period from the date a premium payment is
received. The Surrender Charge is imposed at a rate of 7% during the
first two complete years after purchase declining to 6%, 5%, 4%, 3% and
1% after the second, third, fourth, fifth and sixth years, respectively.

OTHER CONTRACT CHARGES: Under DVA 80, DVA 100 and DVA Series 100
contracts, a charge is deducted from the accumulation value for
contracts taking more than one conventional partial withdrawal during a
contract year. For DVA 80 and DVA 100 contracts, annual distribution
fees are deducted from contract accumulation values.

DEFERRED SALES LOAD: Under contracts offered prior to October 1995, a
sales load of up to 7 1/2% was applicable to each premium payment for
sales-related expenses as specified in the Contracts. For DVA Series
100, the sales load is deducted in equal annual installments over the
period the Contract is in force, not to exceed 10 years. For DVA 80 and
DVA 100 Contracts, although the sales load is chargeable to each premium
when it is received by Golden American, the amount of such charge is
initially advanced by Golden American to Contractowners and included in
the accumulation value and then deducted in equal installments on each
Contract anniversary date over a period of six years. Upon surrender of
the Contract, the unamortized deferred sales load is deducted from the
accumulation value by Golden American. In addition, when partial
withdrawal limits are exceeded, a portion of the unamortized deferred
sales load is deducted.

PREMIUM TAXES: For certain contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract. The amount
and timing of the deduction depend on the annuitant's state of residence
and currently ranges up to 3.5% of premiums.

FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various
types of Contracts are currently waived by Golden American. Golden
American reserves the right to discontinue these waivers at its
discretion or to conform with changes in the law.

NOTE 3 - CHARGES AND FEES (Continued)
The net assets retained in the Account by Golden American in the
accompanying financial statements represent the unamortized deferred
sales load and premium taxes advanced by Golden American, noted above.
Net assets retained in the Account by Golden American are as follows:

<TABLE>
<CAPTION>
Combined
___________________________________
June 30, 1997 December 31, 1996
_______________ _________________
(Dollars in thousands)
<S> <C> <C>
Balance at beginning of period $23,405 $34,408
Sales load advanced 306 380
Premium tax advanced 2 11
Net transfer from Separate Account D,
Fixed Account and other Divisions 554 1,037
Amortization of deferred sales load
and premium tax (5,388) (12,431)
_______________ _________________
Balance at end of period $18,879 $23,405
=============== =================

</TABLE>

NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments
were as follows:

<TABLE>
<CAPTION>
Period Ended
____________________________________________________

June 30, 1997 December 31, 1996
_________________________ _________________________
Purchases Sales Purchases Sales
_________________________ _________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
The GCG Trust:
Liquid Asset Series $43,908 $34,834 $64,148 $63,169
Limited Maturity Bond Serie 3,739 8,214 13,202 23,196
Hard Assets Series 6,374 5,353 22,965 11,706
All-Growth Series 1,964 9,602 10,482 22,833
Real Estate Series 10,208 4,081 12,388 5,777
Fully Managed Series 7,227 5,301 22,506 14,263
Multiple Allocation Series 2,716 27,427 28,625 62,678
Capital Appreciation Series 10,102 12,858 32,609 21,360
Rising Dividends Series 27,240 5,863 41,303 14,500
Emerging Markets Series 4,354 2,998 11,043 13,496
Market Manager Series -- 381 449 1,388
Value Equity Series 9,149 3,338 20,546 8,015
Strategic Equity Series 7,323 890 20,731 1,702
Small Cap Series 11,824 5,628 47,577 15,201
Managed Global Series 12,119 8,273 85,923 4,148
Equi-Select Series Trust:
OTC Portfolio 6,994 2,195 4,644 164
Growth & Income Portfolio 12,064 1,155 8,037 49
Research Portfolio 8,509 164 -- --
Total Return Portfolio 5,591 353 -- --
Value + Growth Portfolio 8,000 3,639 -- --

____________ ____________ ____________ ____________
$199,405 $142,547 $447,178 $283,645
============ ============ ============ ============

</TABLE>

NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
Contractowners transactions shown in the following table reflect gross
inflows ("Purchases") and outflows ("Sales") in units for each Division.
The activity includes contractowners electing to update a DVA 100 or DVA
Series 100 contracts to a DVA PLUS contract beginning in October 1995.
Updates to DVA PLUS contracts result in both a sale (surrender of the
old contract) and a purchase (acquisition of the new contract). All of
the purchase transactions for the Market Manager Division resulted from
such updates.

NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS (Continued)
Contractowner transactions in units were as follows:

<TABLE>
<CAPTION>
Period Ended
__________________________________________________

June 30, 1997 December 31, 1996
________________________ ________________________
Purchases Sales Purchases Sales
________________________ ________________________

<S> <C> <C> <C> <C>
Liquid Asset Division 3,904,485 3,285,079 5,982,248 6,003,930
Limited Maturity Bond Division 373,006 638,400 829,366 1,824,946
Hard Assets Division 505,431 433,621 1,374,569 978,096
All-Growth Division 384,538 900,208 1,228,512 2,169,543
Real Estate Division 630,304 324,805 754,585 552,462
Fully Managed Division 740,401 568,595 1,450,300 1,450,120
Multiple Allocation Division 436,460 1,670,157 1,330,139 4,486,173
Capital Appreciation Division 899,676 993,115 2,032,074 1,900,755
Rising Dividends Division 1,984,557 661,518 3,448,184 1,678,751
Emerging Markets Division 629,937 480,145 1,573,766 1,768,185
Market Manager Division -- 20,527 7,958 106,893
Value Equity Division 721,348 334,483 1,834,937 1,024,120
Strategic Equity Division 742,123 177,398 2,083,197 353,766
Small Cap Division 1,469,129 895,589 4,912,458 2,122,101
Managed Global Division 1,662,826 1,252,730 8,792,080 716,753
OTC Division 508,577 214,439 316,184 26,607
Growth & Income Division 1,048,630 188,985 697,746 35,755
Research Portfolio Division 540,495 40,769 -- --
Total Return Division 391,717 27,965 -- --
Value + Growth Division 705,077 346,180 -- --

</TABLE>

NOTE 6 - NET ASSETS
Net assets at June 30, 1997 consisted of the following:

<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard All-
Asset Bond Assets Growth
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $41,068 $38,848 $30,512 $60,613
Accumulated net investment
income (loss) 5,479 11,725 10,694 7,237
Net unrealized appreciation
of investments -- 619 4,415 3,963
____________ _____________ ____________ _____________
$46,547 $51,192 $45,621 $71,813
============ ============= ============ =============
</TABLE>

NOTE 6 - NET ASSETS - (Continued)

<TABLE>
<CAPTION>
Real Fully Multiple Capital
Estate Managed Allocation Appreciation
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $38,780 $103,777 $162,280 $95,001
Accumulated net investment
income (loss) 8,035 18,705 80,024 29,357
Net unrealized appreciation
of investments 13,544 25,085 23,712 40,824
____________ _____________ ____________ _____________
$60,359 $147,567 $266,016 $165,182
============ ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
Rising Emerging Market Value
Dividends Markets Manager Equity
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $113,924 $50,418 $2,884 $42,945
Accumulated net
investment income (loss) 5,476 (9,519) 1,067 3,822
Net unrealized appreciation
of investments 50,698 4,094 2,028 10,275
____________ _____________ ____________ _____________
$170,098 $44,993 $5,979 $57,042
============ ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
Strategic Managed
Equity Small Cap Global OTC
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $33,473 $39,254 $86,851 $9,144
Accumulated net
investment income (loss) 291 (1,386) (463) 79
Net unrealized appreciation
of investments 5,211 1,899 15,594 686
____________ _____________ ____________ _____________
$38,975 $39,767 $101,982 $9,909
============ ============= ============ =============
</TABLE>

NOTE 6 - NET ASSETS - (Continued)

<TABLE>
<CAPTION>
Growth & Total
Income Research Return
Division Division Division
____________ _____________ ____________
(Dollars in thousands)
<S> <C> <C> <C>
Unit transactions $19,036 $8,366 $5,254
Accumulated net
investment income (loss) (108) (35) 1
Net unrealized appreciation
of investments 1,694 592 173
____________ _____________ ____________
$20,622 $8,923 $5,428
============ ============= ============
</TABLE>
<TABLE>
<CAPTION>
Value +
Growth
Division Combined
____________ _____________
(Dollars in thousands)
<S> <C> <C>
Unit transactions $4,377 $986,805
Accumulated net
investment income (loss) 109 170,590
Net unrealized appreciation
of investments 215 205,321
____________ _____________
$4,701 $1,362,716
============ =============
</TABLE>

NOTE 7 - UNIT VALUES
Accumulation unit value information (which is based on total assets) for
units outstanding by contract type as of June 30, 1997 was as follows:

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
LIQUID ASSET
Currently payable annuity products:
DVA 80 4,348 $14.27 $62
DVA 100 4,130 14.03 58
Contracts in accumulation period:
DVA 80 377,499 14.27 5,387
DVA 100 1,803,789 14.03 25,308
DVA Series 100 30,355 13.62 413
DVA PLUS - Standard 190,203 13.75 2,616
DVA PLUS - Annual Ratchet 194,751 13.58 2,644
DVA PLUS - 7% Solution 751,503 13.41 10,076
______________
46,564

LIMITED MATURITY BOND
Currently payable annuity products:
DVA 80 20,640 16.18 334
DVA 100 23,024 15.91 366
Contracts in accumulation period:
DVA 80 51,682 16.18 836
DVA 100 2,576,375 15.91 40,996
DVA Series 100 22,026 15.44 340
DVA PLUS - Standard 111,624 15.61 1,743
DVA PLUS - Annual Ratchet 60,112 15.41 927
DVA PLUS - 7% Solution 372,648 15.22 5,672
______________
51,214

HARD ASSETS
Currently payable annuity products:
DVA 80 2,140 21.10 45
DVA 100 20,025 20.75 416
Contracts in accumulation period:
DVA 80 180,772 21.10 3,815
DVA 100 1,285,065 20.75 26,663
DVA Series 100 34,976 20.14 704
DVA PLUS - Standard 129,511 20.34 2,634
DVA PLUS - Annual Ratchet 69,385 20.08 1,394
DVA PLUS - 7% Solution 502,978 19.83 9,973
______________
45,644

</TABLE>

NOTE 7 - UNIT VALUES (Continued)

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
ALL-GROWTH
Currently payable annuity products:
DVA 80 3,216 $14.85 $48
DVA 100 31,950 14.60 466
Contracts in accumulation period:
DVA 80 124,115 14.85 1,842
DVA 100 3,541,007 14.60 51,683
DVA Series 100 24,957 14.17 353
DVA PLUS - Standard 186,463 14.31 2,668
DVA PLUS - Annual Ratchet 194,290 14.13 2,745
DVA PLUS - 7% Solution 863,629 13.95 12,046
______________
71,851

REAL ESTATE
Currently payable annuity products:
DVA 80 5,924 23.39 138
DVA 100 33,838 23.00 778
Contracts in accumulation period:
DVA 80 123,209 23.39 2,882
DVA 100 1,596,927 23.00 36,723
DVA Series 100 15,466 22.32 345
DVA PLUS - Standard 126,357 22.54 2,848
DVA PLUS - Annual Ratchet 86,862 22.26 1,933
DVA PLUS - 7% Solution 670,537 21.98 14,736
______________
60,383

FULLY MANAGED
Currently payable annuity products:
DVA 80 9,091 19.53 178
DVA 100 82,751 19.20 1,589
Contracts in accumulation period:
DVA 80 140,354 19.53 2,741
DVA 100 5,549,584 19.20 106,558
DVA Series 100 26,898 18.64 501
DVA PLUS - Standard 327,794 18.82 6,169
DVA PLUS - Annual Ratchet 279,626 18.58 5,197
DVA PLUS - 7% Solution 1,346,312 18.35 24,704
______________
147,637

</TABLE>

NOTE 7 - UNIT VALUES (Continued)

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
MULTIPLE ALLOCATION
Currently payable annuity products:
DVA 80 29,177 $20.00 $583
DVA 100 122,562 19.66 2,409
Contracts in accumulation period:
DVA 80 629,114 20.00 12,581
DVA 100 10,892,088 19.66 214,157
DVA Series 100 84,229 19.08 1,607
DVA PLUS - Standard 346,582 19.27 6,679
DVA PLUS - Annual Ratchet 192,000 19.03 3,657
DVA PLUS - 7% Solution 1,303,052 18.79 24,484
______________
266,157

CAPITAL APPRECIATION
Currently payable annuity products:
DVA 80 13,396 20.44 274
DVA 100 67,810 20.23 1,372
Contracts in accumulation period:
DVA 80 85,642 20.44 1,751
DVA 100 6,117,613 20.23 123,768
DVA Series 100 36,725 19.86 729
DVA PLUS - Standard 249,401 19.99 4,987
DVA PLUS - Annual Ratchet 224,075 19.84 4,446
DVA PLUS - 7% Solution 1,418,686 19.69 27,931
______________
165,258

RISING DIVIDENDS
Currently payable annuity products:
DVA 80 8,561 18.88 161
DVA 100 25,409 18.74 476
Contracts in accumulation period:
DVA 80 140,242 18.88 2,648
DVA 100 5,205,023 18.74 97,538
DVA Series 100 78,978 18.49 1,460
DVA PLUS - Standard 565,363 18.59 10,508
DVA PLUS - Annual Ratchet 552,358 18.48 10,209
DVA PLUS - 7% Solution 2,566,490 18.38 47,175
______________
170,175

</TABLE>

NOTE 7 - UNIT VALUES (Continued)

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
EMERGING MARKETS
Currently payable annuity products:
DVA 80 1,513 $11.58 $18
DVA 100 21,274 11.50 245
Contracts in accumulation period:
DVA 80 107,005 11.58 1,239
DVA 100 2,538,650 11.50 29,183
DVA Series 100 29,077 11.34 330
DVA PLUS - Standard 176,865 11.40 2,016
DVA PLUS - Annual Ratchet 157,566 11.34 1,787
DVA PLUS - 7% Solution 904,396 11.28 10,198
______________
45,016

MARKET MANAGER
Contracts in accumulation period:
DVA 100 353,052 17.11 6,042
DVA PLUS - 7% Solution 7,958 16.85 134
______________
6,176

VALUE EQUITY
Currently payable annuity products:
DVA 80 500 17.36 9
DVA 100 6,664 17.27 115
Contracts in accumulation period:
DVA 80 47,257 17.36 820
DVA 100 1,344,394 17.27 23,224
DVA Series 100 26,923 17.12 461
DVA PLUS - Standard 277,651 17.19 4,772
DVA PLUS - Annual Ratchet 312,694 17.13 5,355
DVA PLUS - 7% Solution 1,307,568 17.06 22,313
______________
57,069

STRATEGIC EQUITY
Currently payable annuity products:
DVA 100 35,468 12.65 449
Contracts in accumulation period:
DVA 80 102,133 12.69 1,296
DVA 100 795,787 12.65 10,065
DVA Series 100 38,662 12.57 486
DVA PLUS - Standard 478,404 12.61 6,031
DVA PLUS - Annual Ratchet 456,195 12.57 5,736
DVA PLUS - 7% Solution 1,190,295 12.54 14,929
______________
38,992

</TABLE>

NOTE 7 - UNIT VALUES (Continued)

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
SMALL CAP
Currently payable annuity products:
DVA 100 11,768 $11.89 $140
Contracts in accumulation period:
DVA 80 47,093 11.93 562
DVA 100 874,581 11.89 10,399
DVA Series 100 39,116 11.83 463
DVA PLUS - Standard 311,688 11.85 3,692
DVA PLUS - Annual Ratchet 378,392 11.82 4,472
DVA PLUS - 7% Solution 1,701,263 11.79 20,061
______________
39,789

MANAGED GLOBAL
Currently payable annuity products:
DVA 80 5,262 12.23 64
DVA 100 29,194 12.12 354
Contracts in accumulation period:
DVA 80 71,993 12.23 880
DVA 100 5,543,453 12.12 67,170
DVA Series 100 63,312 11.93 755
DVA PLUS - Standard 376,115 11.97 4,501
DVA PLUS - Annual Ratchet 334,702 11.88 3,978
DVA PLUS - 7% Solution 2,061,399 11.80 24,326
______________
102,028

OTC
Contracts in accumulation period:
DVA 80 4,191 17.23 72
DVA 100 195,862 17.13 3,356
DVA Series 100 10,641 16.97 180
DVA PLUS - Standard 53,698 17.02 914
DVA PLUS - Annual Ratchet 55,953 16.92 947
DVA PLUS - 7% Solution 263,370 16.88 4445
______________
9,914

GROWTH & INCOME
Contracts in accumulation period:
DVA 80 22,419 13.64 306
DVA 100 519,180 13.61 7,065
DVA Series 100 6,028 13.55 82
DVA PLUS - Standard 208,908 13.57 2,834
DVA PLUS - Annual Ratchet 136,511 13.54 1,849
DVA PLUS - 7% Solution 628,590 13.51 8,495
______________
20,631

</TABLE>
NOTE 7 - UNIT VALUES (Continued)

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
RESEARCH
Contracts in accumulation period:
DVA 80 4,728 $18.13 $86
DVA 100 134,442 18.03 2,424
DVA Series 100 496 17.85 9
DVA PLUS - Standard 77,943 17.90 1,395
DVA PLUS - Annual Ratchet 52,640 17.84 939
DVA PLUS - 7% Solution 229,476 17.76 4075
______________
8,928

TOTAL RETURN
Contracts in accumulation period:
DVA 80 1,957 15.15 30
DVA 100 73,192 15.07 1,103
DVA PLUS - Standard 86,832 14.96 1,299
DVA PLUS - Annual Ratchet 47,303 14.91 705
DVA PLUS - 7% Solution 154,468 14.84 2292
______________
5,429

VALUE + GROWTH
Contracts in accumulation period:
DVA 80 35,477 13.18 467
DVA 100 122,990 13.15 1,617
DVA Series 100 583 13.09 8
DVA PLUS - Standard 34,844 13.11 457
DVA PLUS - Annual Ratchet 24,911 13.08 326
DVA PLUS - 7% Solution 140,093 13.06 1829
______________
4,704

</TABLE>

NOTE 8 - SUBSEQUENT EVENTS
On July 7, 1997, Equitable of Iowa Companies entered into a definitive
agreement and plan of merger under which it will merge into PFHI
Holdings, Inc., a Delaware corporation, and will become a wholly owned
subsidiary of the ING Groep N.V., a global financial services holding
company based in The Netherlands. Total consideration is approximately
$2.2 billion in cash and stock plus the assumption of approximately $400
million in debt. The transaction, which is subject to customary closing
conditions and regulatory approvals, is expected to close during the
fourth quarter of 1997.

Financial Statements

Golden American Life Insurance Company
Separate Account B

Periods ended December 31, 1996 and 1995
with Report of Independent Auditors

Golden American Life Insurance Company
Separate Account B

Financial Statements

Periods ended December 31, 1996 and 1995

Contents

Report of Independent Auditors

Audited Financial Statements

Statement of Assets and Liability
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements

Report of Independent Auditors

The Board of Directors
Golden American Life Insurance Company

We have audited the accompanying statement of assets and liability of Separate
Account B as of December 31, 1996, and the related statements of operations for
the year then ended and the changes in net assets for each of the two years in
the period then ended. These financial statements are the responsibility of
the Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1996,
by correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account B at December
31, 1996, and the results of their operations for the year then ended and the
changes in their net assets for each of the two years in the period then ended
in conformity with generally accepted accounting principles.

/S/ Ernst & Young LLP

Des Moines, Iowa
February 11, 1997

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
ASSETS
Investments at net asset value:
The GCG Trust Liquid Asset Series,
37,489,519 shares (cost - $37,490) $37,490
The GCG Trust Limited Maturity Bond Series,
5,211,785 shares (cost - $55,124) 54,359
The GCG Trust Natural Resources Series,
2,425,733 shares (cost - $39,320) 43,324
The GCG Trust All-Growth Series,
5,741,919 shares (cost - $75,442) 76,885
The GCG Trust Real Estate Series,
3,172,940 shares (cost - $39,689) 50,704
The GCG Trust Fully Managed Series,
9,081,446 shares (cost - $119,671) 134,496
The GCG Trust Multiple Allocation Series,
21,803,390 shares (cost - $265,203) 270,579
The GCG Trust Capital Appreciation Series,
9,698,486 shares (cost - $123,415) 146,059
The GCG Trust Rising Dividends Series,
7,820,089 shares (cost - $95,887) 123,636
The GCG Trust Emerging Markets Series,
3,824,614 shares (cost - $39,720) 37,175
The GCG Trust Market Manager Series,
422,420 shares (cost - $4,396) 5,584
The GCG Trust Value Equity Series,
3,080,715 shares (cost - $40,413) 42,884
The GCG Trust Strategic Equity Series,
2,557,621 shares (cost - $27,198) 29,873
The GCG Trust Small Cap Series,
2,753,970 shares (cost - $32,401) 33,075
The GCG Trust Managed Global Series,
7,754,689 shares (cost - $81,891) 86,310
Equi-Select Series Trust OTC Portfolio,
315,154 shares (cost - $4,481) 4,356
Equi-Select Series Trust Growth & Income Portfolio,
656,074 shares (cost - $7,989) 8,258
____________
TOTAL INVESTMENTS (cost - $1,089,730) 1,185,047
Accrued investment income 238
____________
TOTAL ASSETS 1,185,285

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1996
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
LIABILITY
Payable to Golden American Life Insurance Company $712
____________
TOTAL NET ASSETS $1,184,573
============
NET ASSETS
For Variable Annuity Insurance Contracts $1,161,168
Retained in Separate Account B by Golden American
Life Insurance Company 23,405
____________
TOTAL NET ASSETS $1,184,573
============
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996, Except as Noted
(Dollars in thousands)
<TABLE>
<CAPTION>
Limited
Liquid Maturity Natural
Asset Bond Resources
Division Division Division
__________ _________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends $1,868 $5,950 $146
Capital gains distributions -- -- 4,557
__________ _________ __________
TOTAL INVESTMENT INCOME 1,868 5,950 4,703

Expenses:
Mortality and expense risk and other charges (405) (629) (382)
Annual administrative charges (16) (21) (22)
Minimum death benefit guarantee charges (8) (2) (6)
Contingent deferred sales charges (1) (2) (4)
Other contract charges -- (5) (4)
Amortization of deferred charges related to:
Deferred sales load (708) (785) (370)
Premium taxes (7) (12) (6)
__________ _________ __________
TOTAL EXPENSES BEFORE WAIVER (1,145) (1,456) (794)
Fees waived by Golden American 7 13 7
__________ _________ __________
NET EXPENSES (1,138) (1,443) (787)
__________ _________ __________
NET INVESTMENT INCOME (LOSS) 730 4,507 3,916

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments -- 314 2,353
Net unrealized appreciation (depreciation)
of investments -- (3,831) 2,704
__________ _________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $730 $990 $8,973
========== ========= ==========

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996, Except as Noted
(Continued)
(Dollars in thousands)

All- Real Fully
Growth Estate Managed
Division Division Division
__________ _________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends $1,662 $2,214 $4,716
Capital gains distributions 252 840 5,610
__________ _________ __________
TOTAL INVESTMENT INCOME 1,914 3,054 10,326

Expenses:
Mortality and expense risk and other charges (955) (396) (1,334)
Annual administrative charges (43) (23) (69)
Minimum death benefit guarantee charges (4) (2) (4)
Contingent deferred sales charges (22) (4) (36)
Other contract charges (2) (2) (4)
Amortization of deferred charges related to:
Deferred sales load (1,044) (413) (1,417)
Premium taxes (28) (9) (37)
__________ _________ __________
TOTAL EXPENSES BEFORE WAIVER (2,098) (849) (2,901)
Fees waived by Golden American 34 9 38
__________ _________ __________
NET EXPENSES (2,064) (840) (2,863)
__________ _________ __________
NET INVESTMENT INCOME (LOSS) (150) 2,214 7,463

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 2,112 652 2,245
Net unrealized appreciation (depreciation)
of investments (4,894) 8,605 6,614
__________ _________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($2,932) $11,471 $16,322
========== ========= ==========

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Multiple Capital
Alloca- Apprecia- Rising
tion tion Dividends
Division Division Division
__________ _________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends $13,260 $1,532 $970
Capital gains distributions 11,463 9,172 822
__________ _________ __________
TOTAL INVESTMENT INCOME 24,723 10,704 1,792

Expenses:
Mortality and expense risk and other charges (2,989) (1,414) (1,088)
Annual administrative charges (153) (73) (62)
Minimum death benefit guarantee charges (18) (2) (2)
Contingent deferred sales charges (30) (19) (30)
Other contract charges (13) (5) (8)
Amortization of deferred charges related to:
Deferred sales load (3,436) (1,439) (1,069)
Premium taxes (62) (41) (17)
__________ _________ __________
TOTAL EXPENSES BEFORE WAIVER (6,701) (2,993) (2,276)
Fees waived by Golden American 69 46 29
__________ _________ __________
NET EXPENSES (6,632) (2,947) (2,247)
__________ _________ __________
NET INVESTMENT INCOME (LOSS) 18,091 7,757 (455)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 6,043 4,853 4,125
Net unrealized appreciation (depreciation)
of investments (7,108) 8,839 12,317
__________ _________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $17,026 $21,449 $15,987
========== ========= ==========

</TABLE>

Emerging Market Value
Markets Manager Equity
Division Division Division
__________ _________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends -- $177 $732
Capital gains distributions -- 272 1,220
__________ _________ __________
TOTAL INVESTMENT INCOME -- 449 1,952

Expenses:
Mortality and expense risk and other charges ($426) -- (441)
Annual administrative charges (22) (1) (21)
Minimum death benefit guarantee charges (2) -- (1)
Contingent deferred sales charges (12) -- (18)
Other contract charges (2) -- (4)
Amortization of deferred charges related to:
Deferred sales load (535) (53) (317)
Premium taxes (7) -- (3)
__________ _________ __________
TOTAL EXPENSES BEFORE WAIVER (1,006) (54) (805)
Fees waived by Golden American 8 1 10
__________ _________ __________
NET EXPENSES (998) (53) (795)
__________ _________ __________
NET INVESTMENT INCOME (LOSS) (998) 396 1,157

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (2,959) 327 1,290
Net unrealized appreciation (depreciation)
of investments 5,674 245 601
__________ _________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $1,717 $968 $3,048
========== ========= ==========

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Managed
Strategic Small Cap Global
Equity Division Division
Division (a) (b)
__________ __________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends $342 -- --
Capital gains distributions 328 -- $396
__________ __________ __________
TOTAL INVESTMENT INCOME 670 -- 396

Expenses:
Mortality and expense risk and other charges (249) ($222) ($302)
Annual administrative charges (15) (21) (49)
Minimum death benefit guarantee charges (2) (1) --
Contingent deferred sales charges (19) (23) (4)
Other contract charges (2) (3) (6)
Amortization of deferred charges related to:
Deferred sales load (112) (101) (386)
Premium taxes (2) (1) (6)
__________ __________ __________
TOTAL EXPENSES BEFORE WAIVER (401) (372) (753)
Fees waived by Golden American 6 3 7
__________ __________ __________
NET EXPENSES (395) (369) (746)
__________ __________ __________
NET INVESTMENT INCOME (LOSS) 275 (369) (350)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 161 25 116
Net unrealized appreciation (depreciation)
of investments 2,648 674 4,419
__________ __________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $3,084 $330 $4,185
========== ========== ==========
<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
For the year ended December 31, 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Growth &
OTC Income
Division Division
(c) (c) Combined
__________ _________ __________
<S> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Income:
Dividends -- $10 $33,579
Capital gains distributions $218 10 35,160
__________ _________ __________
TOTAL INVESTMENT INCOME 218 20 68,739

Expenses:
Mortality and expense risk and other charges (6) (12) (11,250)
Annual administrative charges (2) (4) (617)
Minimum death benefit guarantee charges -- -- (54)
Contingent deferred sales charges (1) -- (225)
Other contract charges (1) -- (61)
Amortization of deferred charges related to:
Deferred sales load (4) (4) (12,193)
Premium taxes -- -- (238)
__________ _________ __________
TOTAL EXPENSES BEFORE WAIVER (14) (20) (24,638)
Fees waived by Golden American -- -- 287
__________ _________ __________
NET EXPENSES (14) (20) (24,351)
__________ _________ __________
NET INVESTMENT INCOME (LOSS) 204 -- 44,388

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 1 1 21,659
Net unrealized appreciation (depreciation)
of investments (125) 269 37,651
__________ _________ __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $80 $270 $103,698
========== ========= ==========
<FN>
(c) Commencement of operations, September 23, 1996

</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 1,059
Net realized gain (loss) on investments --
Net unrealized appreciation of investments --
__________
Net increase (decrease) in net assets resulting from operations 1,059

Changes from principal transactions:
Purchase payments 10,242
Contract distributions and terminations (11,794)
Transfer payments from (to) Fixed Accounts and other Divisions (8,292)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (90)
__________
Increase (decrease) in net assets derived from principal
transactions (9,934)
__________
Total increase (decrease) (8,875)
__________
NET ASSETS AT DECEMBER 31, 1995 36,491

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Liquid
Asset
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $730
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
__________
Net increase (decrease) in net assets resulting from operations 730

Changes from principal transactions:
Purchase payments 14,178
Contract distributions and terminations (15,313)
Transfer payments from (to) Fixed Accounts and other Divisions 1,242
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 148
__________
Increase (decrease) in net assets derived from principal
transactions 255
__________
Total increase (decrease) 985
__________
NET ASSETS AT DECEMBER 31, 1996 $37,476
==========

</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (1,721)
Net realized gain (loss) on investments (138)
Net unrealized appreciation of investments 7,902
__________
Net increase (decrease) in net assets resulting from operations 6,043

Changes from principal transactions:
Purchase payments 7,209
Contract distributions and terminations (9,461)
Transfer payments from (to) Fixed Accounts and other Divisions (7,297)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (230)
__________
Increase (decrease) in net assets derived from principal
transactions (9,779)
__________
Total increase (decrease) (3,736)
__________
NET ASSETS AT DECEMBER 31, 1995 67,837

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Limited
Maturity
Bond
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $4,507
Net realized gain (loss) on investments 314
Net unrealized appreciation (depreciation) of investments (3,831)
__________
Net increase (decrease) in net assets resulting from operations 990

Changes from principal transactions:
Purchase payments 5,869
Contract distributions and terminations (9,672)
Transfer payments from (to) Fixed Accounts and other Divisions (10,189)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (501)
__________
Increase (decrease) in net assets derived from principal
transactions (14,493)
__________
Total increase (decrease) (13,503)
__________
NET ASSETS AT DECEMBER 31, 1996 $54,334
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (112)
Net realized gain (loss) on investments 1,545
Net unrealized appreciation of investments 495
__________
Net increase (decrease) in net assets resulting from operations 1,928

Changes from principal transactions:
Purchase payments 2,021
Contract distributions and terminations (3,402)
Transfer payments from (to) Fixed Accounts and other Divisions (6,045)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (258)
__________
Increase (decrease) in net assets derived from principal
transactions (7,684)
__________
Total increase (decrease) (5,756)
__________
NET ASSETS AT DECEMBER 31, 1995 26,990

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Natural
Resources
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,916
Net realized gain (loss) on investments 2,353
Net unrealized appreciation (depreciation) of investments 2,704
__________
Net increase (decrease) in net assets resulting from operations 8,973

Changes from principal transactions:
Purchase payments 6,154
Contract distributions and terminations (4,962)
Transfer payments from (to) Fixed Accounts and other Divisions 5,904
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 242
__________
Increase (decrease) in net assets derived from principal
transactions 7,338
__________
Total increase (decrease) 16,311
__________
NET ASSETS AT DECEMBER 31, 1996 $43,301
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 2,642
Net realized gain (loss) on investments 1,011
Net unrealized appreciation of investments 10,501
__________
Net increase (decrease) in net assets resulting from operations 14,154

Changes from principal transactions:
Purchase payments 11,312
Contract distributions and terminations (10,713)
Transfer payments from (to) Fixed Accounts and other Divisions 5,721
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 861
__________
Increase (decrease) in net assets derived from principal
transactions 7,181
__________
Total increase (decrease) 21,335
__________
NET ASSETS AT DECEMBER 31, 1995 91,956

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
All-Growth
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($150)
Net realized gain (loss) on investments 2,112
Net unrealized appreciation (depreciation) of investments (4,894)
__________
Net increase (decrease) in net assets resulting from operations (2,932)

Changes from principal transactions:
Purchase payments 10,539
Contract distributions and terminations (12,597)
Transfer payments from (to) Fixed Accounts and other Divisions (9,493)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (631)
__________
Increase (decrease) in net assets derived from principal
transactions (12,182)
__________
Total increase (decrease) (15,114)
__________
NET ASSETS AT DECEMBER 31, 1996 $76,842
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 521
Net realized gain (loss) on investments 369
Net unrealized appreciation of investments 3,425
__________
Net increase (decrease) in net assets resulting from operations 4,315

Changes from principal transactions:
Purchase payments 1,833
Contract distributions and terminations (4,799)
Transfer payments from (to) Fixed Accounts and other Divisions (3,325)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (145)
__________
Increase (decrease) in net assets derived from principal
transactions (6,436)
__________
Total increase (decrease) (2,121)
__________
NET ASSETS AT DECEMBER 31, 1995 34,813

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Real
Estate
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $2,214
Net realized gain (loss) on investments 652
Net unrealized appreciation (depreciation) of investments 8,605
__________
Net increase (decrease) in net assets resulting from operations 11,471

Changes from principal transactions:
Purchase payments 5,981
Contract distributions and terminations (4,775)
Transfer payments from (to) Fixed Accounts and other Divisions 3,076
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 115
__________
Increase (decrease) in net assets derived from principal
transactions 4,397
__________
Total increase (decrease) 15,868
__________
NET ASSETS AT DECEMBER 31, 1996 $50,681
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 179
Net realized gain (loss) on investments 1,311
Net unrealized appreciation of investments 16,314
__________
Net increase (decrease) in net assets resulting from operations 17,804

Changes from principal transactions:
Purchase payments 9,654
Contract distributions and terminations (13,651)
Transfer payments from (to) Fixed Accounts and other Divisions 4,159
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 524
__________
Increase (decrease) in net assets derived from principal
transactions 686
__________
Total increase (decrease) 18,490
__________
NET ASSETS AT DECEMBER 31, 1995 117,327

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Fully
Managed
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $7,463
Net realized gain (loss) on investments 2,245
Net unrealized appreciation (depreciation) of investments 6,614
__________
Net increase (decrease) in net assets resulting from operations 16,322

Changes from principal transactions:
Purchase payments 16,217
Contract distributions and terminations (17,846)
Transfer payments from (to) Fixed Accounts and other Divisions 2,478
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (67)
__________
Increase (decrease) in net assets derived from principal
transactions 782
__________
Total increase (decrease) 17,104
__________
NET ASSETS AT DECEMBER 31, 1996 $134,431
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 14,068
Net realized gain (loss) on investments 4,715
Net unrealized appreciation of investments 26,239
__________
Net increase (decrease) in net assets resulting from operations 45,022

Changes from principal transactions:
Purchase payments 17,072
Contract distributions and terminations (42,733)
Transfer payments from (to) Fixed Accounts and other Divisions (11,292)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (75)
__________
Increase (decrease) in net assets derived from principal
transactions (37,028)
__________
Total increase (decrease) 7,994
__________
NET ASSETS AT DECEMBER 31, 1995 305,502

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Multiple
Allocation
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $18,091
Net realized gain (loss) on investments 6,043
Net unrealized appreciation (depreciation) of investments (7,108)
__________
Net increase (decrease) in net assets resulting from operations 17,026

Changes from principal transactions:
Purchase payments 16,631
Contract distributions and terminations (44,014)
Transfer payments from (to) Fixed Accounts and other Divisions (23,461)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (1,257)
__________
Increase (decrease) in net assets derived from principal
transactions (52,101)
__________
Total increase (decrease) (35,075)
__________
NET ASSETS AT DECEMBER 31, 1996 $270,427
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 7,594
Net realized gain (loss) on investments 2,221
Net unrealized appreciation of investments 14,531
____________
Net increase (decrease) in net assets resulting from operations 24,346

Changes from principal transactions:
Purchase payments 8,831
Contract distributions and terminations (13,163)
Transfer payments from (to) Fixed Accounts and other Divisions 11,592
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 1,097
____________
Increase (decrease) in net assets derived from principal
transactions 8,357
____________
Total increase (decrease) 32,703
____________
NET ASSETS AT DECEMBER 31, 1995 121,049

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Capital
Appreciation
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $7,757
Net realized gain (loss) on investments 4,853
Net unrealized appreciation (depreciation) of investments 8,839
____________
Net increase (decrease) in net assets resulting from operations 21,449

Changes from principal transactions:
Purchase payments 16,081
Contract distributions and terminations (16,095)
Transfer payments from (to) Fixed Accounts and other Divisions 3,299
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 206
____________
Increase (decrease) in net assets derived from principal
transactions 3,491
____________
Total increase (decrease) 24,940
____________
NET ASSETS AT DECEMBER 31, 1996 $145,989
============
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (1,130)
Net realized gain (loss) on investments 776
Net unrealized appreciation of investments 16,037
__________
Net increase (decrease) in net assets resulting from operations 15,683

Changes from principal transactions:
Purchase payments 11,422
Contract distributions and terminations (9,800)
Transfer payments from (to) Fixed Accounts and other Divisions 11,423
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 1,229
__________
Increase (decrease) in net assets derived from principal
transactions 14,274
__________
Total increase (decrease) 29,957
__________
NET ASSETS AT DECEMBER 31, 1995 80,342

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Rising
Dividends
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($455)
Net realized gain (loss) on investments 4,125
Net unrealized appreciation (depreciation) of investments 12,317
__________
Net increase (decrease) in net assets resulting from operations 15,987

Changes from principal transactions:
Purchase payments 25,572
Contract distributions and terminations (12,639)
Transfer payments from (to) Fixed Accounts and other Divisions 13,857
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 454
__________
Increase (decrease) in net assets derived from principal
transactions 27,244
__________
Total increase (decrease) 43,231
__________
NET ASSETS AT DECEMBER 31, 1996 $123,573
==========
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (1,137)
Net realized gain (loss) on investments (7,448)
Net unrealized appreciation of investments 1,603
__________
Net increase (decrease) in net assets resulting from operations (6,982)

Changes from principal transactions:
Purchase payments 7,739
Contract distributions and terminations (7,740)
Transfer payments from (to) Fixed Accounts and other Divisions (14,939)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (937)
__________
Increase (decrease) in net assets derived from principal
transactions (15,877)
__________
Total increase (decrease) (22,859)
__________
NET ASSETS AT DECEMBER 31, 1995 36,887

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Emerging
Markets
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($998)
Net realized gain (loss) on investments (2,959)
Net unrealized appreciation (depreciation) of investments 5,674
__________
Net increase (decrease) in net assets resulting from operations 1,717

Changes from principal transactions:
Purchase payments 6,432
Contract distributions and terminations (6,450)
Transfer payments from (to) Fixed Accounts and other Divisions (1,273)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (160)
__________
Increase (decrease) in net assets derived from principal
transactions (1,451)
__________
Total increase (decrease) 266
__________
NET ASSETS AT DECEMBER 31, 1996 $37,153
==========

</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 144
Net realized gain (loss) on investments 29
Net unrealized appreciation of investments 944
__________
Net increase (decrease) in net assets resulting from operations 1,117

Changes from principal transactions:
Purchase payments 2,140
Contract distributions and terminations (767)
Transfer payments from (to) Fixed Accounts and other Divisions (208)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 172
__________
Increase (decrease) in net assets derived from principal
transactions 1,337
__________
Total increase (decrease) 2,454
__________
NET ASSETS AT DECEMBER 31, 1995 5,206

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Market
Manager
Division
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $396
Net realized gain (loss) on investments 327
Net unrealized appreciation (depreciation) of investments 245
__________
Net increase (decrease) in net assets resulting from operations 968

Changes from principal transactions:
Purchase payments (111)
Contract distributions and terminations (383)
Transfer payments from (to) Fixed Accounts and other Divisions (187)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (14)
__________
Increase (decrease) in net assets derived from principal
transactions (695)
__________
Total increase (decrease) 273
__________
NET ASSETS AT DECEMBER 31, 1996 $5,479
==========

</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $478
Net realized gain (loss) on investments 687
Net unrealized appreciation of investments 1,870
__________
Net increase (decrease) in net assets resulting from operations 3,035

Changes from principal transactions:
Purchase payments 8,619
Contract distributions and terminations (776)
Transfer payments from (to) Fixed Accounts and other Divisions 16,429
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 1,140
__________
Increase (decrease) in net assets derived from principal
transactions 25,412
__________
Total increase (decrease) 28,447
__________
NET ASSETS AT DECEMBER 31, 1995 28,447

<FN>
(a) Commencement of operations, January 10, 1995
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Value
Equity
Division
(a)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $1,157
Net realized gain (loss) on investments 1,290
Net unrealized appreciation (depreciation) of investments 601
__________
Net increase (decrease) in net assets resulting from operations 3,048

Changes from principal transactions:
Purchase payments 15,780
Contract distributions and terminations (3,990)
Transfer payments from (to) Fixed Accounts and other Divisions (376)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (48)
__________
Increase (decrease) in net assets derived from principal
transactions 11,366
__________
Total increase (decrease) 14,414
__________
NET ASSETS AT DECEMBER 31, 1996 $42,861
==========
<FN>
(a) Commencement of operations, January 10, 1995
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($8)
Net realized gain (loss) on investments (1)
Net unrealized appreciation of investments 28
__________
Net increase (decrease) in net assets resulting from operations 19

Changes from principal transactions:
Purchase payments 3,211
Contract distributions and terminations (172)
Transfer payments from (to) Fixed Accounts and other Divisions 4,796
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 177
__________
Increase (decrease) in net assets derived from principal
transactions 8,012
__________
Total increase (decrease) 8,031
__________
NET ASSETS AT DECEMBER 31, 1995 8,031

<FN>
(b) Commencement of operations, October 3, 1995
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Strategic
Equity
Division
(b)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $275
Net realized gain (loss) on investments 161
Net unrealized appreciation (depreciation) of investments 2,648
__________
Net increase (decrease) in net assets resulting from operations 3,084

Changes from principal transactions:
Purchase payments 12,046
Contract distributions and terminations (1,671)
Transfer payments from (to) Fixed Accounts and other Divisions 8,149
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 219
__________
Increase (decrease) in net assets derived from principal
transactions 18,743
__________
Total increase (decrease) 21,827
__________
NET ASSETS AT DECEMBER 31, 1996 $29,858
==========
<FN>
(b) Commencement of operations, October 3, 1995
</TABLE>

Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
__________
Increase (decrease) in net assets derived from principal
transactions --
__________
Total increase (decrease) --
__________
NET ASSETS AT DECEMBER 31, 1995 --

<FN>
(c) Commencement of operations, January 3, 1996
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Small Cap
Division
(c)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($369)
Net realized gain (loss) on investments 25
Net unrealized appreciation (depreciation) of investments 674
__________
Net increase (decrease) in net assets resulting from operations 330

Changes from principal transactions:
Purchase payments 17,552
Contract distributions and terminations (1,530)
Transfer payments from (to) Fixed Accounts and other Divisions 16,293
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 411
__________
Increase (decrease) in net assets derived from principal
transactions 32,726
__________
Total increase (decrease) 33,056
__________
NET ASSETS AT DECEMBER 31, 1996 $33,056
==========
<FN>
(c) Commencement of operations, January 3, 1996
</TABLE>

<FN>
(d) Commencement of operations, September 3, 1996
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Managed
Global
Division
(d)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($350)
Net realized gain (loss) on investments 116
Net unrealized appreciation (depreciation) of investments 4,419
__________
Net increase (decrease) in net assets resulting from operations 4,185

Changes from principal transactions:
Purchase payments 3,524
Contract distributions and terminations (3,844)
Transfer payments from (to) Fixed Accounts and other Divisions 80,286
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 2,115
__________
Increase (decrease) in net assets derived from principal
transactions 82,081
__________
Total increase (decrease) 86,266
__________
NET ASSETS AT DECEMBER 31, 1996 $86,266
==========
<FN>
(d) Commencement of operations, September 3, 1996
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation of investments --
__________
Net increase (decrease) in net assets resulting from operations --
__________
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
__________
Increase (decrease) in net assets derived from principal
transactions --
__________
Total increase (decrease) --
__________
NET ASSETS AT DECEMBER 31, 1995 --

<FN>
(e) Commencement of operations, September 23, 1996
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
OTC
Division
(e)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $204
Net realized gain (loss) on investments 1
Net unrealized appreciation (depreciation) of investments (125)
__________
Net increase (decrease) in net assets resulting from operations 80

Changes from principal transactions:
Purchase payments 1,207
Contract distributions and terminations (36)
Transfer payments from (to) Fixed Accounts and other Divisions 3,248
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 72
__________
Increase (decrease) in net assets derived from principal
transactions 4,491
__________
Total increase (decrease) 4,571
__________
NET ASSETS AT DECEMBER 31, 1996 $4,571
==========
<FN>
(e) Commencement of operations, September 23, 1996
</TABLE>

<FN>
(e) Commencement of operations, September 23, 1996
</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Growth &
Income
Division
(e)
__________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments $1
Net unrealized appreciation (depreciation) of investments 269
__________
Net increase (decrease) in net assets resulting from operations 270

Changes from principal transactions:
Purchase payments 2,760
Contract distributions and terminations (43)
Transfer payments from (to) Fixed Accounts and other Divisions 5,164
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 124
__________
Increase (decrease) in net assets derived from principal
transactions 8,005
__________
Total increase (decrease) 8,275
__________
NET ASSETS AT DECEMBER 31, 1996 $8,275
==========
<FN>
(e) Commencement of operations, September 23, 1996
</TABLE>

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 22,577
Net realized gain (loss) on investments 5,077
Net unrealized appreciation of investments 99,889
__________
Net increase (decrease) in net assets resulting from operations 127,543

Changes from principal transactions:
Purchase payments 101,305
Contract distributions and terminations (128,971)
Transfer payments from (to) Fixed Accounts and other Divisions 2,722
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 3,465
__________
Increase (decrease) in net assets derived from principal
transactions (21,479)
__________
Total increase (decrease) 106,064
__________
NET ASSETS AT DECEMBER 31, 1995 960,878

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1995 and 1996, Except as Noted
(Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Combined
___________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $44,388
Net realized gain (loss) on investments 21,659
Net unrealized appreciation (depreciation) of investments 37,651
___________
Net increase (decrease) in net assets resulting from operations 103,698

Changes from principal transactions:
Purchase payments 176,412
Contract distributions and terminations (155,860)
Transfer payments from (to) Fixed Accounts and other Divisions 98,017
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 1,428
___________
Increase (decrease) in net assets derived from principal
transactions 119,997
___________
Total increase (decrease) 223,695
___________
NET ASSETS AT DECEMBER 31, 1996 $1,184,573
===========

</TABLE>

See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS
December 31, 1996

NOTE 1 - ORGANIZATION
Separate Account B (the "Account") was established on June 14, 1988, by Golden
American Life Insurance Company ("Golden American"), under Minnesota insurance
law to support the operations of variable annuity contracts ("Contracts").
Effective September 30, 1992, Golden American became a wholly-owned subsidiary
of BT Variable, Inc. ("BTV"), an indirect wholly-owned subsidiary of Bankers
Trust Company. Effective December 30, 1993, Golden American was redomesticated
from the State of Minnesota to the State of Delaware. Effective August 13,
1996, Equitable of Iowa Companies acquired all of the outstanding capital stock
of BTV. As of August 14, 1996, BT Variable, Inc.'s name was changed to EIC
Variable, Inc. These transactions had no effect on the accompanying financial
statements. Golden American is primarily engaged in the issuance of variable
insurance products and is licensed as a life insurance company in the District
of Columbia and all states except New York.

Operations of the Account commenced on January 25, 1989. The Account is
registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. Golden
American provides for variable accumulation and benefits under the contracts by
crediting annuity considerations to one or more divisions within the Account or
to the Golden American Guaranteed Interest Division, the Golden American Fixed
Interest Division and the Fixed Separate Account, which are not part of the
Account, as directed by the Contractowners. The portion of the Account's assets
applicable to Contracts will not be chargeable with liabilities arising out of
any other business Golden American may conduct, but obligations of the Account,
including the promise to make benefit payments, are obligations of Golden
American. The assets and liabilities of the Account are clearly identified and
distinguished from the other assets and liabilities of Golden American.

At December 31, 1996, the Account had, under GoldenSelect Contracts, seventeen
investment divisions: the Liquid Asset, the Limited Maturity Bond, the Natural
Resources, the All-Growth, the Real Estate, the Fully Managed, the Multiple
Allocation, the Capital Appreciation, the Rising Dividends, the Emerging
Markets, the Market Manager, the Value Equity (commenced operations January,
1995), the Strategic Equity (commenced operations October, 1995), the Small Cap
(commenced operations January, 1996), the Managed Global and the OTC (commenced
operations September, 1996) and the Growth & Income (commenced operations
September, 1996) Divisions ("Divisions"). The Managed Global Division was
formerly the Managed Global Account of Golden American's Separate Account D
from October 12, 1992 until September 3, 1996. The assets in each Division are
invested in shares of a designated series ("Series," which may also be referred
to as "Portfolio") of mutual funds of The GCG Trust or the Equi-Select Series
Trust (the "Trusts"). Effective January, 1997, the name of the Natural
Resource Division was changed to the Hard Assets Division. Effective February,
1997, the Research, the Total Return, and the Value + Growth Divisions
commenced operations. The Account also includes The Fund For Life Division,
which is not included in the accompanying financial statements, and which
ceased to accept new Contracts effective December 31, 1994.

The Market Manager Division was open for investment for only a brief period
during 1994 and 1995. This Division is now closed and contractowners are
not permitted to direct their investments into this Division. Contractowners
with investments in the Market Manager Division were permitted to elect to
update their contracts to DVA PLUS contracts.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Account:

Use of Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Investments: Investments are made in shares of a Series or Portfolio of the
Trusts and are valued at the net asset value per share of the respective Series
or Portfolio of the Trusts. Investment transactions in each Series or
Portfolio of the Trusts are recorded on the trade date. Distributions of net
investment income and capital gains of each Series or Portfolio of the Trusts
are recognized on the ex-distribution date. Realized gains and losses on
redemptions of the shares of the Series or Portfolio of the Trusts are
determined on the specific identification basis.

Federal Income Taxes: Operations of the Account form a part of, and are taxed
with, the total operations of Golden American which is taxed as a life
insurance company under the Internal Revenue Code. Earnings and realized
capital gains of the Account attributable to the Contractowners are excluded in
the determination of the federal income tax liability of Golden American.

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

NOTE 3 - CHARGES AND FEES
Contracts currently being sold include the DVA 100, DVA Series 100 and the
DVA PLUS. The DVA PLUS has three different death benefit options referred to
as Standard, Annual Ratchet and 7% Solution. Golden American discontinued
external sales of DVA 80 in May 1991. In December 1995, Golden American also
discontinued external sales of DVA 100, however, they continued to be available
to Golden American employees and agents. Under the terms of the Contracts,
certain charges are allocated to the Contracts to cover Golden American's
expenses in connection with the issuance and administration of the Contracts.
Following is a summary of these charges:

Mortality and Expense Risk and Other Charges

Mortality and Expense Risk Charges: Golden American assumes mortality and
expense risks related to the operations of the Account and, in accordance
with the terms of the Contracts, deducts a daily charge from the assets of
the Account. Daily charges are deducted at annual rates of .80%, .90%,
1.25%, 1.10%, 1.25% and 1.40% of the assets attributable to the DVA 80, DVA
100, DVA Series 100, DVA PLUS-Standard, DVA PLUS-Annual Ratchet and DVA
PLUS-7% Solution, respectively, to cover these risks.

Asset Based Administrative Charges: A daily charge at an annual rate of .10%
is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts.
A daily charge at an annual rate of .15% is deducted from the assets
attributable to DVA PLUS Contracts.

Annual Administrative Charges: An administrative charge of $40 per Contract
year is deducted from the accumulation value of Deferred Annuity Contracts to
cover ongoing administrative expenses. The charge is incurred on the Contract
anniversary date and deducted at the end of the Contract anniversary period.
This charge has been waived for certain offerings of the Contracts.

NOTE 3 - CHARGES AND FEES (Continued)
Minimum Death Benefit Guarantee Charges: For certain Contracts, a minimum
death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death
benefit per Contract year is deducted from the accumulation value of Deferred
Annuity Contracts on each Contract anniversary date.

Contingent Deferred Sales Charges: Under DVA PLUS Contracts issued subsequent
to September 1995, a contingent deferred sales charge ("Surrender Charge") is
imposed as a percentage of each premium payment if the Contract is surrendered
or an excess partial withdrawal is taken during the seven-year period from the
date a premium payment is received. The Surrender Charge is imposed at a rate
of 7% during the first two complete years after purchase declining to 6%, 5%,
4%, 3% and 1% after the second, third, fourth, fifth and sixth years,
respectively.

Other Contract Charges: Under DVA 80, DVA 100 and DVA Series 100 contracts,
a charge is deducted from the accumulation value for contracts taking more than
one conventional partial withdrawal during a contract year. For DVA 80 and DVA
100 contracts, annual distribution fees are deducted from contract accumulation
values.

Deferred Sales Load: Under contracts offered prior to October 1995, a sales
load of up to 7 1/2% was applicable to each premium payment for sales-related
expenses as specified in the Contracts. For DVA Series 100, the sales load is
deducted in equal annual installments over the period the Contract is in force,
not to exceed 10 years. For DVA 80 and DVA 100 Contracts, although the sales
load is chargeable to each premium when it is received by Golden American, the
amount of such charge is initially advanced by Golden American to
Contractowners and included in the accumulation value and then deducted in
equal installments on each Contract anniversary date over a period of six
years. Upon surrender of the Contract, the unamortized deferred sales load is
deducted from the accumulation value by Golden American. In addition, when
partial withdrawal limits are exceeded, a portion of the unamortized deferred
sales load is deducted.

Premium Taxes: For certain contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract. The amount and
timing of the deduction depend on the annuitant's state of residence and
currently ranges up to 3.5% of premiums.

Fees Waived by Golden American: Certain charges and fees for various types of
Contracts are currently waived by Golden American. Golden American reserves
the right to discontinue these waivers at its discretion or to conform with
changes in the law.

NOTE 3 - CHARGES AND FEES (Continued)
The net assets retained in the Account by Golden American in the accompanying
financial statements represent the unamortized deferred sales load and premium
taxes advanced by Golden American, noted above. Net assets retained in the
Account by Golden American are as follows:

<TABLE>
<CAPTION>
Combined
_________________________________
1996 1995
_______________ _______________
(Dollars in thousands)
<S> <C> <C>
Balance at beginning of period $34,408 $44,008
Sales load advanced 380 5,370
Premium tax advanced 11 51
Net transfer (to) from Separate Account
D, Fixed Account and other Divisions 1,037 (1,956)
Amortization of deferred sales load
and premium tax (12,431) (13,065)
_______________ _______________
Balance at end of period $23,405 $34,408
=============== ===============

</TABLE>

NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments were as
follows:

<TABLE>
<CAPTION>
Period Ended December 31,
____________________________________________________

1996 1995
_________________________ _________________________
Purchases Sales Purchases Sales
_________________________ _________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
The GCG Trust Liquid
Asset Series $64,148 $63,169 $36,373 $45,249
The GCG Trust Limited
Maturity Bond Series 13,202 23,196 13,148 24,648
The GCG Trust Natural
Resources Series 22,965 11,706 11,278 19,076
The GCG Trust All-Growth
Series 10,482 22,833 21,261 11,424
The GCG Trust Real
Estate Series 12,388 5,777 4,524 10,440
The GCG Trust Fully
Managed Series 22,506 14,263 13,980 13,106
The GCG Trust Multiple
Allocation Series 28,625 62,678 29,322 52,281
The GCG Trust Capital
Appreciation Series 32,609 21,360 28,436 12,469
The GCG Trust Rising
Dividends Series 41,303 14,500 19,522 6,361
The GCG Trust Emerging
Markets Series 11,043 13,496 10,584 27,621
The GCG Trust Market
Manager Series 449 1,388 3,057 832
The GCG Trust Value
Equity Series 20,546 8,015 29,104 3,199
The GCG Trust Strategic
Equity Series 20,731 1,702 8,151 142
The GCG Trust Small
Cap Series 47,577 15,201 -- --
The GCG Trust Managed
Global Series 85,923 4,148 -- --
Equi-Select Series Trust
OTC Portfolio 4,644 164 -- --
Equi-Select Series Trust
Growth & Income Portfolio 8,037 49 -- --
____________ ____________ ____________ ____________
$447,178 $283,645 $228,740 $226,848
============ ============ ============ ============
</TABLE>

NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
Contractowners transactions shown in the following table reflect gross inflows
("Purchases") and outflows ("Sales") in units for each Division. The activity
includes contractowners electing to update a DVA 100 or DVA Series 100
contracts to a DVA PLUS contract beginning in October 1995. Updates to DVA
PLUS contracts result in both a sale (surrender of the old contract) and a
purchase (acquisition of the new contract). All of the purchase transactions
for the Market Manager Division resulted from such updates.

Contractowner transactions in units were as follows:

<TABLE>
<CAPTION>
Period Ended December 31,
__________________________________________________

1996 1995
________________________ ________________________
Purchases Sales Purchases Sales
________________________ ________________________

<S> <C> <C> <C> <C>
Liquid Asset Division 5,982,248 6,003,930 3,119,370 3,934,332
Limited Maturity Bond Division 829,366 1,824,946 1,096,937 1,842,599
Natural Resources Division 1,374,569 978,096 835,272 1,412,435
All-Growth Division 1,228,512 2,169,543 1,548,525 1,094,131
Real Estate Division 754,585 552,462 322,375 802,601
Fully Managed Division 1,450,300 1,450,120 1,020,546 1,063,678
Multiple Allocation Division 1,330,139 4,486,173 1,057,363 3,678,129
Capital Appreciation Division 2,032,074 1,900,755 1,740,091 1,248,056
Rising Dividends Division 3,448,184 1,678,751 1,883,516 753,983
Emerging Markets Division 1,573,766 1,768,185 1,386,840 3,143,521
Market Manager Division 7,958 106,893 282,507 142,437
Value Equity Division 1,834,937 1,024,120 2,459,134 333,200
Strategic Equity Division 2,083,197 353,766 848,555 45,767
Small Cap Division 4,912,458 2,122,101 -- --
Managed Global Division 8,792,080 716,753 -- --
OTC Division 316,184 26,607 -- --
Growth & Income Division 697,746 35,755 -- --

</TABLE>

NOTE 6 - NET ASSETS
Net assets at December 31, 1996 consisted of the following:

<TABLE>
<CAPTION>
Limited
Liquid Maturity Natural All-
Asset Bond Resources Growth
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $32,438 $42,710 $29,064 $67,465
Accumulated net investment
income (loss) 5,038 12,389 10,233 7,934
Net unrealized appreciation
(depreciation) of
investments -- (765) 4,004 1,443
____________ _____________ ____________ _____________
$37,476 $54,334 $43,301 $76,842
============ ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
Real Fully Multiple Capital
Estate Managed Allocation Appreciation
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $32,124 $100,420 $184,144 $96,189
Accumulated net investment
income (loss) 7,542 19,186 80,907 27,156
Net unrealized appreciation
(depreciation) of
investments 11,015 14,825 5,376 22,644
____________ _____________ ____________ _____________
$50,681 $134,431 $270,427 $145,989
============ ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
Rising Emerging Market Value
Dividends Markets Manager Equity
Division Division Division Division
____________ _____________ ____________ _____________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $91,082 $48,602 $3,327 $36,655
Accumulated net
investment income (loss) 4,742 (8,904) 964 3,735
Net unrealized appreciation
(depreciation) of
investments 27,749 (2,545) 1,188 2,471
____________ _____________ ____________ _____________
$123,573 $37,153 $5,479 $42,861
============ ============= ============ =============
</TABLE>

NOTE 6 - NET ASSETS - (Continued)
<TABLE>
<CAPTION>
Strategic Managed
Equity Small Cap Global
Division Division Division
____________ _____________ ____________
(Dollars in thousands)
<S> <C> <C> <C>
Unit transactions $26,740 $32,726 $82,081
Accumulated net
investment income (loss) 443 (344) (234)
Net unrealized appreciation
(depreciation) of
investments 2,675 674 4,419
____________ _____________ ____________
$29,858 $33,056 $86,266
============ ============= ============
</TABLE>
<TABLE>
<CAPTION>
Growth &
OTC Income
Division Division Combined
____________ _____________ ____________
(Dollars in thousands)
<S> <C> <C> <C>
Unit transactions $4,491 $8,005 $918,263
Accumulated net
investment income (loss) 205 1 170,993
Net unrealized appreciation
(depreciation) of
investments (125) 269 95,317
____________ _____________ ____________
$4,571 $8,275 $1,184,573
============ ============= ============
</TABLE>

NOTE 7 - UNIT VALUES
Accumulation unit value information (which is based on total assets) for units
outstanding by contract type as of December 31, 1996 was as follows:

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
LIQUID ASSET
Currently payable annuity products:
DVA 80 1,451 $13.984 $20
DVA 100 4,396 13.762 61
Contracts in accumulation period:
DVA 80 463,720 13.984 6,485
DVA 100 1,703,328 13.762 23,441
DVA Series 100 19,543 13.380 262
DVA PLUS - Standard 76,505 13.506 1,033
DVA PLUS - Annual Ratchet 84,960 13.347 1,134
DVA PLUS - 7% Solution 383,231 13.188 5,054
______________
37,490

LIMITED MATURITY BOND
Currently payable annuity products:
DVA 80 22,205 15.839 352
DVA 100 27,295 15.588 425
Contracts in accumulation period:
DVA 80 81,730 15.839 1,295
DVA 100 2,859,817 15.588 44,579
DVA Series 100 32,874 15.156 498
DVA PLUS - Standard 83,927 15.312 1,285
DVA PLUS - Annual Ratchet 46,293 15.130 701
DVA PLUS - 7% Solution 349,417 14.951 5,224
______________
54,359

NATURAL RESOURCES
Currently payable annuity products:
DVA 80 2,262 20.589 46
DVA 100 21,633 20.262 438
Contracts in accumulation period:
DVA 80 209,024 20.589 4,304
DVA 100 1,404,857 20.262 28,466
DVA Series 100 36,118 19.700 712
DVA PLUS - Standard 94,213 19.886 1,873
DVA PLUS - Annual Ratchet 43,232 19.650 850
DVA PLUS - 7% Solution 341,711 19.417 6,635
______________
43,324

</TABLE>

NOTE 7 - UNIT VALUES (Continued)
<TABLE>
<CAPTION>

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
ALL-GROWTH
Currently payable annuity products:
DVA 80 6,691 $14.337 $96
DVA 100 36,473 14.110 515
Contracts in accumulation period:
DVA 80 151,395 14.337 2,170
DVA 100 4,238,780 14.110 59,809
DVA Series 100 23,840 13.718 327
DVA PLUS - Standard 129,648 13.848 1,795
DVA PLUS - Annual Ratchet 146,161 13.684 2,000
DVA PLUS - 7% Solution 752,345 13.521 10,173
______________
76,885

REAL ESTATE
Currently payable annuity products:
DVA 80 7,224 22.048 159
DVA 100 35,685 21.699 774
Contracts in accumulation period:
DVA 80 109,273 22.048 2,409
DVA 100 1,704,684 21.699 36,990
DVA Series 100 14,864 21.097 314
DVA PLUS - Standard 54,229 21.295 1,155
DVA PLUS - Annual Ratchet 42,710 21.043 899
DVA PLUS - 7% Solution 384,928 20.794 8,004
______________
50,704

FULLY MANAGED
Currently payable annuity products:
DVA 80 9,341 18.115 169
DVA 100 90,888 17.828 1,620
Contracts in accumulation period:
DVA 80 159,907 18.115 2,897
DVA 100 5,978,934 17.828 106,595
DVA Series 100 21,625 17.334 375
DVA PLUS - Standard 203,891 17.497 3,568
DVA PLUS - Annual Ratchet 173,475 17.290 2,999
DVA PLUS - 7% Solution 952,517 17.085 16,273
______________
134,496

</TABLE>

NOTE 7 - UNIT VALUES (Continued)
<TABLE>
<CAPTION>

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
MULTIPLE ALLOCATION
Currently payable annuity products:
DVA 80 35,810 $18.595 $666
DVA 100 131,617 18.300 2,409
Contracts in accumulation period:
DVA 80 739,049 18.595 13,742
DVA 100 12,268,326 18.300 224,510
DVA Series 100 99,857 17.792 1,777
DVA PLUS - Standard 289,954 17.960 5,207
DVA PLUS - Annual Ratchet 150,732 17.747 2,675
DVA PLUS - 7% Solution 1,117,238 17.537 19,593
______________
270,579

CAPITAL APPRECIATION
Currently payable annuity products:
DVA 80 14,341 17.816 255
DVA 100 72,413 17.649 1,278
Contracts in accumulation period:
DVA 80 108,583 17.816 1,934
DVA 100 6,632,504 17.649 117,056
DVA Series 100 35,436 17.359 615
DVA PLUS - Standard 162,558 17.463 2,839
DVA PLUS - Annual Ratchet 174,592 17.343 3,028
DVA PLUS - 7% Solution 1,106,359 17.222 19,054
______________
146,059

RISING DIVIDENDS
Currently payable annuity products:
DVA 80 6,467 15.984 103
DVA 100 27,116 15.880 431
Contracts in accumulation period:
DVA 80 122,375 15.984 1,956
DVA 100 5,269,251 15.880 83,674
DVA Series 100 77,854 15.698 1,222
DVA PLUS - Standard 297,973 15.769 4,699
DVA PLUS - Annual Ratchet 355,191 15.694 5,575
DVA PLUS - 7% Solution 1,663,079 15.619 25,976
______________
123,636

</TABLE>

NOTE 7 - UNIT VALUES (Continued)
<TABLE>
<CAPTION>

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
EMERGING MARKETS
Currently payable annuity products:
DVA 80 1,604 $9.915 $16
DVA 100 23,151 9.850 228
Contracts in accumulation period:
DVA 80 125,073 9.915 1,240
DVA 100 2,729,245 9.850 26,884
DVA Series 100 28,101 9.738 274
DVA PLUS - Standard 97,857 9.782 957
DVA PLUS - Annual Ratchet 102,267 9.735 995
DVA PLUS - 7% Solution 679,247 9.688 6,581
______________
37,175

MARKET MANAGER
Contracts in accumulation period:
DVA 100 373,579 14.641 5,469
DVA PLUS - 7% Solution 7,958 14.451 115
______________
5,584

VALUE EQUITY
Currently payable annuity products:
DVA 80 534 14.722 8
DVA 100 8,244 14.664 121
Contracts in accumulation period:
DVA 80 37,810 14.722 557
DVA 100 1,379,397 14.664 20,227
DVA Series 100 27,355 14.562 398
DVA PLUS - Standard 181,354 14.609 2,649
DVA PLUS - Annual Ratchet 249,994 14.567 3,642
DVA PLUS - 7% Solution 1,052,064 14.525 15,282
______________
42,884

STRATEGIC EQUITY
Currently payable annuity products:
DVA 100 37,512 11.830 444
Contracts in accumulation period:
DVA 80 95,398 11.860 1,131
DVA 100 793,292 11.830 9,384
DVA Series 100 35,219 11.778 415
DVA PLUS - Standard 370,536 11.805 4,374
DVA PLUS - Annual Ratchet 231,567 11.785 2,729
DVA PLUS - 7% Solution 968,694 11.764 11,396
______________
29,873

</TABLE>

NOTE 7 - UNIT VALUES (Continued)
<TABLE>
<CAPTION>

Total Unit
Series Units Unit Value Value
_______________________________________________________________________________
(in thousands)
<S> <C> <C> <C>
SMALL CAP
Currently payable annuity products:
DVA 100 13,782 $11.890 $164
Contracts in accumulation period:
DVA 80 85,117 11.914 1,014
DVA 100 908,778 11.890 10,806
DVA Series 100 40,332 11.848 478
DVA PLUS - Standard 198,338 11.860 2,352
DVA PLUS - Annual Ratchet 227,347 11.843 2,692
DVA PLUS - 7% Solution 1,316,663 11.825 15,569
______________
33,075

MANAGED GLOBAL
Currently payable annuity products:
DVA 80 5,665 10.829 61
DVA 100 32,523 10.740 349
Contracts in accumulation period:
DVA 80 89,636 10.829 971
DVA 100 6,049,685 10.740 64,973
DVA Series 100 64,797 10.589 686
DVA PLUS - Standard 226,224 10.620 2,402
DVA PLUS - Annual Ratchet 231,774 10.554 2,446
DVA PLUS - 7% Solution 1,375,023 10.488 14,422
______________
86,310

OTC
Contracts in accumulation period:
DVA 80 2,623 15.932 42
DVA 100 167,020 15.860 2,649
DVA Series 100 5,670 15.735 89
DVA PLUS - Standard 29,878 15.772 471
DVA PLUS - Annual Ratchet 28,223 15.696 443
DVA PLUS - 7% Solution 56,163 15.665 880
______________
4,574

GROWTH & INCOME
Contracts in accumulation period:
DVA 80 8,340 12.542 104
DVA 100 389,432 12.523 4,877
DVA Series 100 2,225 12.489 28
DVA PLUS - Standard 50,199 12.499 627
DVA PLUS - Annual Ratchet 38,037 12.486 475
DVA PLUS - 7% Solution 173,758 12.471 2,167
______________
8,278

</TABLE>

<PAGE>

[GOLDEN AMERICAN LIFE INSURANCE LOGO ]

ANNUAL REPORT

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

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

DECEMBER 31, 1995

GoldenSelect products are issued by Golden American Life Insurance Company and
distributed by
Directed Services, Inc., both subsidiaries of Bankers Trust Company

<PAGE>

Golden American Life Insurance Company
A SUBSIDIARY OF BANKERS TRUST COMPANY

1001 JEFFERSON STREET, SUITE 400, WILMINGTON, DE 19801 TEL: 302-576-3400
FAX: 302-576-3450

February 21, 1996

Dear Contractholder:

I am pleased to provide you with the 1995 Annual Report for The Managed Global
Account of Separate Account D. This portfolio invests in a wide range of equity,
debt securities and money market instruments worldwide. It has been managed by
Warburg, Pincus Counsellors, Inc. since July, 1994 and seeks high total
investment returns consistent with prudent regard for capital preservation.

Included in the Annual Report is a report of Warburg, Pincus Counsellors, Inc.
Warburg, Pincus' comments reflect their views as of the date written, and are
subject to change at any time.

If you have any questions or would like additional information, please call
Golden American customer service: 1-800-366-0066. We would be pleased to assist
you.

Thank you for your continued support of GoldenSelect products. We look forward
to serving you in 1996 and beyond.

Sincerely.

/s/ Terry L. Kendall

Terry L. Kendall
President

D-1

<PAGE>

MANAGED GLOBAL ACCOUNT

The objective of the GoldenSelect Managed Global Account of Separate Account D
is long-term capital appreciation and international diversification.

The year saw fairly wide divergences in performance among foreign markets. Most
European exchanges recorded solid gains, while many of the emerging markets,
particularly in Asia, suffered losses. Japan, after falling sharply in the
year's first six months, staged a powerful recovery at midyear and finished the
year even.

Japan remains the Account's largest commitment to a single country, at 32% of
the portfolio. The Portfolio Manager is encouraged by developments in the
Japanese economy, and is equally optimistic about the stock market's prospects
in 1996.

Emerging markets, collectively, suffered in 1995, and as a result valuations are
now lower than they have been in several years. The Portfolio Manager sees many
attractive opportunities in emerging markets as 1996 begins, particularly in
Asia, which represents the major focus of the Account's emerging-market
exposure.

As 1996 begins, the Portfolio Manager's outlook on international equity markets
is, in general, positive, and believes that the Account is well-positioned with
regard to its regional and country allocations and its specific holdings.

WARBURG, PINCUS COUNSELLORS, INC.

TOP FIVE HOLDINGS AS OF DECEMBER 31, 1995:

<TABLE>
<S> <C>
1. Banco De Santander S.A., ADR................................................... 4.0%
2. Canon Inc...................................................................... 3.7%
3. East Japan Railway Company..................................................... 3.1%
4. Nippon Telegraph & Telephone Corporation....................................... 3.0%
5. VA Technologie AG.............................................................. 3.0%
</TABLE>

ASSET DISTRIBUTION BY COUNTRY

The following table replaces a pie chart showing asset distribution by country
as a precentage of total investments.

Other............................... 36.4%
Argentina........................... 4.0%
Spain............................... 4.0%
Hong Kong........................... 4.1%
New Zealand......................... 6.0%
France.............................. 6.1%
Great Britain....................... 7.4%
Japan............................... 32.0%

D-2

<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Investments, at value (Cost $67,478,262) (Notes 1 and 3)........................................................... $ 70,981,052
Cash............................................................................................................... 78,896
Receivables:
Investment securities sold...................................................................................... 1,336,669
Dividends and interest.......................................................................................... 99,399
Premium payments and reallocations.............................................................................. 20,839
Net unrealized appreciation of forward foreign currency exchange contracts......................................... 351,688
Prepaid expenses and other assets.................................................................................. 9,271
-------------
Total Assets.................................................................................................... 72,877,814

LIABILITIES
Payables:
Investment securities purchased................................................................................. 334,419
Surrenders, withdrawals and reallocations....................................................................... 58,577
Golden American for contract related expenses (Note 2).......................................................... 43,558
Accrued management and organization fees (Note 2).................................................................. 1,684
Accrued expenses................................................................................................... 64,469
-------------
Total Liabilities............................................................................................... 502,707
-------------
Total Net Assets................................................................................................ $ 72,375,107
-------------
-------------

NET ASSETS
For variable annuity contracts..................................................................................... $ 69,499,713
Retained in The Managed Global Account of Separate Account D by Golden American (Note 2)........................... 2,875,394
-------------
Total Net Assets................................................................................................ $ 72,375,107
-------------
-------------
</TABLE>

See Notes to Financial Statements.

D-3

<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest (net of foreign withholding taxes of $3,203).............................................................. $ 92,139
Dividends (net of foreign withholding taxes of $149,639)........................................................... 1,207,385
------------
Total Investment Income......................................................................................... 1,299,524
------------

EXPENSES:
Mortality and expense risk and asset based administrative charges (Note 2)......................................... 739,881
Management and advisory fees (Note 2).............................................................................. 734,700
Custodian fees (Note 2)............................................................................................ 111,693
Accounting fees.................................................................................................... 51,766
Auditing fees...................................................................................................... 23,639
Printing and mailing............................................................................................... 14,268
Board of governors' fees and expenses (Note 2)..................................................................... 5,987
Legal fees......................................................................................................... 3,818
Other.............................................................................................................. 40,556
------------
Total Expenses.................................................................................................. 1,726,308
Less amounts paid by the investment manager pursuant to expense limitation agreement (Note 2)...................... (63,386)
------------
Net Expenses.................................................................................................... 1,662,922
------------
NET INVESTMENT LOSS.................................................................................................. (363,398)
------------

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) from:
Security transactions........................................................................................... (6,119,111)
Forward foreign currency exchange contracts..................................................................... 1,952,175
Foreign currency transactions................................................................................... (4,990)
Net change in unrealized appreciation of:
Securities...................................................................................................... 7,765,310
Forward foreign currency exchange contracts..................................................................... 351,688
Other assets and liabilities denominated in foreign currencies.................................................. 3,323
------------
Net realized and unrealized gain on investments.................................................................... 3,948,395
------------
Net increase in net assets resulting from operations............................................................ $ 3,584,997
------------
------------
</TABLE>

See Notes to Financial Statements.

D-4

<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
------------- -------------

INCREASE/(DECREASE) IN NET ASSETS

<S> <C> <C>
OPERATIONS:
Net investment loss................................................................................ $ (363,398) $ (259,767)
Net realized loss on securities, forward foreign currency exchange contracts and foreign currency
transactions.................................................................................... (4,171,926) (1,363,558)
Net unrealized appreciation/(depreciation) of securities, forward foreign currency exchange
contracts and other assets and liabilities denominated in foreign currencies.................... 8,120,321 (11,511,952)
------------- -------------
Net increase/(decrease) in net assets resulting from operations.................................... 3,584,997 (13,135,277)
------------- -------------

CONTRACT RELATED TRANSACTIONS:
Premiums........................................................................................... 6,235,725 22,680,207
Benefits, surrenders and other withdrawals......................................................... (9,881,861) (8,496,158)
Net transfers (to) from Separate Account B, Fixed Account and Golden American...................... (12,563,025) (2,244,552)
Contract related charges and fees (Note 2)......................................................... (1,209,284) (1,073,158)
------------- -------------
Net increase/(decrease) in net assets resulting from contract related transactions................. (17,418,445) 10,866,339
------------- -------------
Net decrease in net assets......................................................................... (13,833,448) (2,268,938)

NET ASSETS:
Beginning of year.................................................................................. 86,208,555 88,477,493
------------- -------------
End of year........................................................................................ $ 72,375,107 $ 86,208,555
------------- -------------
------------- -------------
</TABLE>

See Notes to Financial Statements.

D-5

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR FOR THE DVA 100.

<TABLE>
<CAPTION>
YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
12/31/95 12/31/94** 12/31/93 12/31/92*
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Accumulation unit value, beginning of year................................. $ 9.091 $ 10.518 $ 10.008 $ 10.000
--------- ----------- --------- -----------
INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income/(loss) #............................................. (0.044) (0.030) (0.046) 0.022
Net realized and unrealized gain/(loss) on investments..................... 0.612 (1.397) 0.556 (0.014)
--------- ----------- --------- -----------
Total from investment operations........................................... 0.568 (1.427) 0.510 0.008
--------- ----------- --------- -----------
Accumulation unit value, end of year....................................... $ 9.659 $ 9.091 $ 10.518 $ 10.008
--------- ----------- --------- -----------
--------- ----------- --------- -----------
Total return............................................................... 6.25% (13.57)% 5.10% 0.08%++
--------- ----------- --------- -----------
--------- ----------- --------- -----------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's)......................................... $ 68,283 $ 83,702 $ 85,702 $ 38,699
Ratio of operating expenses to average net assets.......................... 2.27% 2.31% 2.68% 2.46%+
Decrease reflected in above expense ratio due to expense limitations....... 0.08% 0.09% 0.03% --
Ratio of net investment income/(loss) to average net assets................ (0.50)% (0.31)% (0.44)% 1.78%+
</TABLE>

- ------------------
* These units were available for sale on October 21, 1992.
** On July 1, 1994 Warburg, Pincus Counsellors, Inc. became Portfolio Manager of
the Account. Prior to that date the Account had been advised by another
Portfolio Manager.
+ Annualized
++ Non-annualized
# Per unit numbers have been calculated using the average unit method, which
more appropriately presents the per unit data for the period.

See Notes to Financial Statements.

D-6

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR FOR THE DVA 80.

<TABLE>
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED ENDED
12/31/95 12/31/94** 12/31/93*
----------- ----------- ---------
<S> <C> <C> <C>
Accumulation unit value, beginning of year................................................. $ 9.130 $ 10.541 $ 10.420
----------- ----------- ---------
INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment loss #...................................................................... (0.027) (0.011) (0.005)
Net realized and unrealized gain/(loss) on investments..................................... 0.617 (1.400) 0.126
----------- ----------- ---------
Total from investment operations........................................................... 0.590 (1.411) 0.121
----------- ----------- ---------
Accumulation unit value, end of year....................................................... $ 9.720 $ 9.130 $ 10.541
----------- ----------- ---------
----------- ----------- ---------
Total return............................................................................... 6.46% (13.39)% 1.16%++
----------- ----------- ---------
----------- ----------- ---------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's)......................................................... $ 1,047 $ 1,877 $ 2,087
Ratio of operating expenses to average net assets.......................................... 2.07% 2.11% 2.48%+
Decrease reflected in above expense ratio due to expense limitations....................... 0.08% 0.09% 0.03%+
Ratio of net investment loss to average net assets......................................... (0.30)% (0.11)% (0.24)%+
</TABLE>

- ------------------
* These units were available for sale on October 14, 1993.
** On July 1, 1994 Warburg, Pincus Counsellors, Inc. became Portfolio Manager of
the Account. Prior to that date the Account had been advised by another
Portfolio Manager.
+ Annualized
++ Non-annualized
# Per unit numbers have been calculated using the average unit method, which
more appropriately presents the per unit data for the period.

See Notes to Financial Statements.

D-7

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR FOR THE DVA SERIES 100.

YEAR YEAR PERIOD
ENDED ENDED ENDED
12/31/95 12/31/94** 12/31/93*
----------- ----------- ---------
<S> <C> <C> <C>
Accumulation unit value, beginning of year................................................. $ 9.027 $ 10.481 $ 10.536
----------- ----------- ---------
INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment loss #...................................................................... (0.076) (0.066) (0.036)
Net realized and unrealized gain/(loss) on investments..................................... 0.607 (1.388) (0.019)
----------- ----------- ---------
Total from investment operations........................................................... 0.531 (1.454) (0.055)
----------- ----------- ---------
Accumulation unit value, end of year....................................................... $ 9.558 $ 9.027 $ 10.481
----------- ----------- ---------
----------- ----------- ---------
Total return............................................................................... 5.87% (13.87)% (0.52)%++
----------- ----------- ---------
----------- ----------- ---------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's)......................................................... $ 545 $ 630 $ 688
Ratio of operating expenses to average net assets.......................................... 2.62% 2.66% 3.02%+
Decrease reflected in above expense ratio due to expense limitations....................... 0.08% 0.09% 0.03%+
Ratio of net investment loss to average net assets......................................... (0.85)% (0.66)% (0.79)%+
</TABLE>

- ------------------
* These units were available for sale on April 27, 1993.
** On July 1, 1994 Warburg, Pincus Counsellors, Inc. became Portfolio Manager of
the Account. Prior to that date the Account had been advised by another
Portfolio Manager.
+ Annualized
++ Non-annualized
# Per unit numbers have been calculated using the average unit method, which
more appropriately presents the per unit data for the period.

See Notes to Financial Statements.

D-8
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD.

<TABLE>
<CAPTION>
DVA PLUS- DVA PLUS- DVA PLUS-
STANDARD ANNUAL RATCHET 7% SOLUTION
----------- --------------- -------------
PERIOD PERIOD PERIOD
ENDED ENDED ENDED
12/31/95* 12/31/95* 12/31/95*
----------- --------------- -------------
<S> <C> <C> <C>
Accumulation unit value, beginning of period................................... $ 9.323 $ 9.282 $ 9.240
----------- --------------- -------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss #.......................................................... (0.013) (0.013) (0.013)
Net realized and unrealized gain on investments................................ 0.266 0.262 0.259
----------- --------------- -------------
Total from investment operations............................................... 0.253 0.249 0.246
----------- --------------- -------------
Accumulation unit value, end of period......................................... $ 9.576 $ 9.531 $ 9.486
----------- --------------- -------------
----------- --------------- -------------
Total return................................................................... 2.71%++ 2.69%++ 2.66%++
----------- --------------- -------------
----------- --------------- -------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)........................................... $ 256 $ 262 $ 1,982
Ratio of operating expenses to average net assets.............................. 2.40%+ 2.55%+ 2.60%+
Decrease reflected in above expense ratio due to expense limitations........... 0.08%+ 0.08%+ 0.08%+
Ratio of net investment loss to average net assets............................. (0.63)%+ (0.78)%+ (0.83)%+
</TABLE>

- ------------------
* These units were available for sale on October 2, 1995.
+ Annualized
++ Non-annualized
# Per unit numbers have been calculated using the average unit method, which
more appropriately presents the per unit data for the period.

See Notes to Financial Statements.

D-9
<PAGE>

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

DECEMBER 31, 1995

<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
- -------------- -----------
COMMON STOCKS -- 93.7%
ARGENTINA -- 3.9%
<S> <C> <C>
2,318 Banco de Galicia Y Buenos Aires
S.A............................. $ 47,809
21,045 Banco Frances del Rio de la Plata
S.A............................. 186,220
19,320 Banco Frances del Rio de la Plata
S.A., ADR....................... 519,225
61,900 Capex S.A., Class A, GDR**........ 897,550
25,600 Telefonica de Argentina S.A.,
ADR............................. 697,600
21,800 Y.P.F. S.A........................ 471,425
-----------
2,819,829
-----------
AUSTRALIA -- 2.6%
71,312 BTR Ltd. Class A.................. 348,227
51,375 Niugini Mining Ltd.+.............. 98,898
274,500 Pasminco Ltd.+.................... 336,637
212,900 Woodside Petroleum Ltd............ 1,088,677
-----------
1,872,439
-----------
AUSTRIA -- 3.0%
17,000 VA Technologie AG+................ 2,159,051
-----------
BRAZIL -- 0.4%
9,000 Panamerican Beverages Inc., Class
A............................... 288,000
-----------
CHINA -- 0.4%
15,000 Jilan Chemical, ADR............... 322,500
-----------
DENMARK -- 0.3%
11,100 International Service Systems AS,
Class B......................... 249,865
-----------
FINLAND -- 1.1%
15,650 Metsa-Serla, Class B.............. 482,070
500 Metra AB, Class B................. 20,688
11,600 Valmet, Class A................... 287,987
-----------
790,745
-----------
FRANCE -- 6.0%
9,507 Bouygues.......................... 956,907
4,000 Cetelem........................... 750,145
47,300 Largardere Groupe................. 868,598
8,351 Scor S.A.......................... 260,703
19,671 Total S.A., Class B............... 1,326,518
4,597 Total S.A., ADS................... 156,298
-----------
4,319,169
-----------
GERMANY -- 2.9%
12,400 Adidas AG......................... 656,318
11,500 Adidas AG, ADR**.................. 302,158
3,400 Deutsche Bank AG.................. 161,156
13,000 SGL Carbon AG..................... 1,006,276
-----------
2,125,908
-----------
GREAT BRITAIN -- 7.2%
173,956 British Airport Authority Ord..... 1,310,242
11,600 Cookson Group PLC................. 55,125
50,000 Govett & Company Ltd., Ord. PLC... 180,148
64,000 Grand Metropolitan PLC Ord........ 460,682
156,223 Prudential Corporation PLC........ 1,005,637
31,232 Reckitt & Colman PLC Ord.......... 345,589
630,000 Singer & Friedlander Group PLC.... 1,061,553
295,400 Takare PLC........................ 825,761
-----------
5,244,737
-----------
</TABLE>

<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
- -------------- -----------
<S> <C> <C>
HONG KONG -- 4.1%
359,000 Citic Pacific Ltd................. $ 1,228,005
48,737 HSBC Holdings Ltd................. 737,437
141,201 Jardine Matheson Holdings Ltd..... 967,227
-----------
2,932,669
-----------
INDIA -- 3.1%
33,000 Hindalco Industries Ltd., GDR**... 1,126,290
41,400 India Fund (The) Inc.............. 367,425
51,200 Reliance Industries Ltd., GDS..... 716,800
-----------
2,210,515
-----------
INDONESIA -- 2.3%
34,500 Bank International Indonesia
(Foreign)....................... 114,296
99,000 PT Mulia Industrindo Ord.
(Foreign)....................... 279,270
79,500 PT Semen Gresik (Foreign)......... 222,523
10,500 PT Telekomunikas, ADR............. 265,125
410,000 PT Telekomunikas (Foreign)........ 537,940
19,800 PT Tri Polyta Indonesia, ADR...... 272,250
-----------
1,691,404
-----------
ISRAEL -- 1.8%
75,000 Ampal American Israel Corporation,
Class A......................... 393,750
38,500 ECI Telecom, Ltd.................. 878,281
-----------
1,272,031
-----------
JAPAN -- 29.5%
149,000 Canon Inc......................... 2,698,596
22,000 Circle K Japan Company Ltd........ 969,491
170 DDI Corporation................... 1,317,191
458 East Japan Railway Company........ 2,226,789
89,000 Hitachi Ltd....................... 896,465
2,500 Keyence Corporation............... 288,136
75,000 Kirin Beverage Corporation........ 1,009,685
5,000 Kyocera Corporation............... 371,429
11,000 Murata Manufacturing Company
Ltd............................. 404,843
94,000 NEC Corporation................... 1,147,119
27,000 Nippon Communication Systems
Corporation..................... 285,036
267 Nippon Telegraph & Telephone
Corporation..................... 2,161,215
54 NTT Data Communication Systems
Corporation..................... 1,814,818
40,800 Orix Corporation.................. 1,679,419
6,000 Rohm Company...................... 338,789
20,000 Sony Corporation.................. 1,199,031
33,000 TDK Corporation................... 1,684,358
3,000 UNY Company....................... 56,368
21,600 York-Benimaru Company Ltd......... 826,344
-----------
21,375,122
-----------
KOREA -- 2.5%
6,600 Mando Machinery Corporation,
GDR............................. 173,250
40,300 Mando Machinery Corporation,
GDR**........................... 1,057,875
5,800 Samsung Electric, GDR............. 559,700
-----------
1,790,825
-----------
MALAYSIA -- 0.4%
75,000 Westmont BHD...................... 259,873
-----------
MEXICO -- 0.4%
93,000 Gruma S.A., Series B.............. 261,581
-----------
</TABLE>

See Notes to Financial Statements.

D-10
<PAGE>

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS --(CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES (NOTE 1)
- -------------- -----------
COMMON STOCKS -- (CONTINUED)
<S> <C> <C>
NEW ZEALAND -- 5.9%
1,313,354 Brierley Investments Ltd.......... $ 1,038,912
266,300 Fletcher Challenge Ltd............ 614,550
502,522 Fletcher Challenge (Forest
Division) Ltd................... 716,182
538,800 Lion Nathan Ltd................... 1,285,678
30,000 Sky City Ltd...................... 622,697
-----------
4,278,019
-----------
NORWAY -- 1.0%
17,100 Norsk Hydro, ADR.................. 716,063
-----------
PAKISTAN -- 0.3%
241,000 Pakistan Telecommunications
Corporation..................... 216,589
-----------
SINGAPORE -- 2.5%
9,000 D.B.S. Land Ltd................... 30,414
119,000 Development Bank of Singapore
Ltd............................. 1,480,665
464,000 I.P.C. Corporation................ 308,349
-----------
1,819,428
-----------
SPAIN -- 4.0%
58,100 Banco de Santander S.A., ADR...... 2,861,425
-----------
SWEDEN -- 3.0%
8,100 Asea AB, Class B.................. 787,983
35,200 Astra AB, Class B................. 1,394,112
-----------
2,182,095
-----------
SWITZERLAND -- 1.5%
615 Brown Boveri & Cie AG, Class A.... 714,744
200 Ciba-Geigy AG..................... 175,195
150 Danza Holding AG.................. 163,920
-----------
1,053,859
-----------
TAIWAN -- 2.5%
1,680,000 GP Taiwan Index Fund.............. 1,325,268
75,511 Tuntex Distinct Corporation,
GDS **.......................... 509,701
-----------
1,834,969
-----------
THAILAND -- 1.1%
146,800 Industrial Finance Corporation of
Thailand (Foreign).............. 498,269
81,400 Thai Military Bank Public Company
Ltd. (Foreign).................. 329,607
-----------
827,876
-----------
Total Common Stocks
(Cost $64,252,583).............. 67,776,586
-----------
WARRANTS -- 0.0%# COST ($20,647)
SWITZERLAND -- 0.0%#
600 Danza Holding AG, Expires
08/02/1996...................... 2,667
-----------
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL VALUE
AMOUNT (NOTE 1)
- -------------- -----------
<S> <C> <C>
CONVERTIBLE CORPORATE BONDS -- 3.8%
JAPAN -- 1.8%
JPY Matasushita Electric Works Ltd.,
111,000,000 2.700% due 05/31/2002........... $ 1,313,724
-----------
TAIWAN -- 2.0%
$1,070,000 President Enterprises Corporation,
Zero coupon due 07/22/2001...... 1,358,900
70,000 Yang Ming Marine Transport
Corporation,
2.000% due 10/06/2001........... 77,175
-----------
1,436,075
-----------
Total Convertible Corporate Bonds
(Cost $2,753,032)............... 2,749,799
-----------
REPURCHASE AGREEMENT -- 0.6% Cost ($452,000)
452,000 Agreement with PNC Securities
Corporation, 5.600% dated
12/29/1995 to be repurchased at
$452,281 on 01/02/1996,
collateralized by $445,000 U.S.
Treasury Notes, 5.750% due
09/30/1997 (value $455,324)..... 452,000
-----------
</TABLE>

<TABLE>
<CAPTION>
VALUE
PRINCIPAL AMOUNT (NOTE 1)
- ------------------------------------------ -----------
<S> <C> <C>
TOTAL INVESTMENTS (COST $67,478,262)
(NOTES 1 AND 3).......... 98.1% 70,981,052
OTHER ASSETS AND LIABILITIES (NET)........ 1.9 1,394,055
--------- -----------
NET ASSETS................................ 100.0% $72,375,107
--------- -----------
--------- -----------
</TABLE>

- ----------------------
** Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from registration
to qualified institutional buyers.
+ Non-income producing security.
# Amount is less than 0.1%.

<TABLE>
<S> <C> <C>
GLOSSARY OF TERMS
American Depositary
ADR -- Receipt.
American Depositary
ADS -- Share.
Global Depositary
GDR -- Receipt.
GDS -- Global Depositary Share.
JPY -- Japanese Yen.
</TABLE>

See Notes to Financial Statements.

D-11
<PAGE>

- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS --(CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

DECEMBER 31, 1995

DECEMBER 31, 1995, INDUSTRY CLASSIFICATION OF THE FUND WAS AS FOLLOWS
(UNAUDITED):

<TABLE>
<CAPTION>
% OF NET VALUE
INDUSTRY CLASSIFICATION ASSETS (NOTE 1)
- ------------------------------------- ------------- ------------
<S> <C> <C>
LONG TERM INVESTMENTS:
Electric Machinery
Equipment/Electronics.............. 9.6% $6,970,456
Telecommunications................... 8.4 6,073,941
Investment Companies................. 8.0 5,795,435
Banking/Financials................... 7.7 5,539,247
Financial Services................... 7.5 5,461,877
Durable Goods -- Consumer............ 5.5 3,999,903
Transportation....................... 5.2 3,778,127
Oil/Gas Extraction................... 5.2 3,758,981
Computer Software.................... 2.5 1,814,818
Forest Products/Paper................ 2.5 1,812,802
Industrial........................... 2.4 1,707,127
Technology........................... 2.3 1,684,358
Pharmaceuticals...................... 2.2 1,569,307
Metal/Metal Products................. 2.2 1,561,824
Chemicals/Allied Products............ 1.8 1,311,550
Beverages............................ 1.8 1,297,685
Brewery.............................. 1.8 1,285,678
Insurance............................ 1.8 1,266,339
Automobile Parts..................... 1.7 1,231,125
Industrial/Commercial Machinery...... 1.7 1,199,031
Engineering/Construction............. 1.6 1,179,431
Metals -- Diversified................ 1.4 1,006,276
Convenience Stores................... 1.3 969,492
Shoes/Leather........................ 1.3 958,476
Energy............................... 1.2 897,550
Retail -- Grocery.................... 1.2 882,712
Health Care Services................. 1.1 825,761
Food/Kindred Products................ 1.0 722,263
Electronics -- Semiconductor......... 1.0 710,218
Entertainment........................ 0.9 622,697
Textiles............................. 0.7 509,701
Nondurable Goods -- Consumer......... 0.5 345,589
Computer Industry.................... 0.4 308,349
Communication........................ 0.4 285,036
</TABLE>

<TABLE>
<CAPTION>
% OF NET VALUE
INDUSTRY CLASSIFICATION (CONTINUED) ASSETS (NOTE 1)
- ------------------------------------- ------------- ------------
<S> <C> <C>
Capital Goods........................ 0.4% $279,270
Business Services.................... 0.4 249,865
Other................................ 0.9 656,755
----- ------------
TOTAL LONG TERM INVESTMENTS.......... 97.5 70,529,052
REPURCHASE AGREEMENT................. 0.6 452,000
----- ------------
TOTAL INVESTMENTS.................... 98.1 70,981,052
OTHER ASSETS AND LIABILITIES (NET)... 1.9 1,394,055
----- ------------
NET ASSETS........................... 100.0% $72,375,107
-----
----- ------------
------------
</TABLE>

SCHEDULE OF
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

<TABLE>
<CAPTION>
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS TO SELL
<S> <C> <C> <C> <C> <C>
CONTRACTS TO DELIVER
- ---------------------------------- IN
EXCHANGE UNREALIZED
EXPIRATION LOCAL FOR U.S. VALUE IN APPRECIATION/
DATE CURRENCY $ U.S. $ (DEPRECIATION)
- ---------- ---------------------- --------- ----------- -------------
03/21/1996 JPY 302,112,500 2,999,915 2,961,061 $ 38,854
03/21/1996 JPY 958,387,500 9,514,420 9,393,333 121,087
03/21/1996 FRF 19,600,000 4,000,000 4,004,659 (4,659)
06/17/1996 JPY 282,690,000 3,000,000 2,803,594 196,406
-------------
Net Unrealized Appreciation of Forward Foreign Currency
Exchange Contracts...................................... $ 351,688
-------------
-------------
</TABLE>

<TABLE>
<S> <C> <C>
GLOSSARY OF TERMS
FRF -- French Franc
JPY -- Japanese Yen
</TABLE>

See Notes to Financial Statements.

D-12
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Managed Global Account of Separate Account D (the 'Account') is registered
with the Securities and Exchange Commission under the Investment Company Act of
1940, as amended, as a non-diversified open-end investment company and meets the
definition of a separate account under federal securities laws. The Account was
established on April 18, 1990, by Golden American Life Insurance Company
('Golden American'), to support the operations of variable annuity contracts
('Contracts'). Golden American, a wholly-owned subsidiary of BT Variable, Inc.
('BTV'), an indirect subsidiary of Bankers Trust Company ('Bankers Trust'), is a
stock life insurance company organized under the laws of the state of Delaware.
Golden American is primarily engaged in the issuance of variable insurance
products and is authorized to do business in the District of Columbia and in all
states except New York.

Operations on the Account commenced on October 21, 1992. Golden American
provides for variable accumulation and benefits under the Contracts by crediting
annuity considerations to the Account at the direction of contractholders. The
assets of the Account are owned by Golden American. The portion of the Account's
assets applicable to Contracts will not be chargeable with liabilities arising
out of any other business Golden American may conduct, but obligations of the
Account, including the promise to make benefit payments, are obligations of
Golden American.

The net assets maintained in the Account provide the basis for the periodic
determination of the amount of benefits under the Contracts. The net assets may
not be less than the reserves and other contract liabilities with respect to the
Account. Golden American has entered into a reinsurance agreement with an
affiliated reinsurer to cover insurance risks under the Contracts. Golden
American remains liable to the extent that the reinsurer does not meet its
obligations under the reinsurance agreement.

The preparation of financial statements in accordance with Generally Accepted
Accounting Principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates. The following is a summary of the
significant accounting policies consistently followed by the Account in the
preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

(A) VALUATION: Domestic and foreign portfolio securities, except as noted below,
for which market quotations are readily available are stated at market value.
Market value is determined on the basis of the last reported sales price in the
principal market where such securities are traded or, if no sales are reported,
the mean between representative bid and asked quotations obtained from a
quotation reporting system or from established market makers.

Long-term debt securities, including those to be purchased under firm commitment
agreements, are normally valued on the basis of quotes obtained from brokers and
dealers or pricing services, which take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data. Under certain circumstances, long-term debt securities having a maturity
of sixty days or less may be valued at amortized cost. Short-term debt
securities are valued at their amortized cost which approximates fair value.
Amortized cost involves valuing a portfolio security instrument at its cost,
initially, and thereafter, assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument.

Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by, or under the direction of the Board
of Governors.

(B) DERIVATIVE FINANCIAL INSTRUMENTS: The Account may engage in various
portfolio strategies, as described below, to seek to manage its exposure to
equity markets and to manage fluctuations in foreign currency rates. Forward
foreign currency exchange contracts to buy, writing puts and buying calls tend
to increase the Account's exposure to the underlying market or currency. Forward
foreign currency exchange contracts to sell, buying puts and writing calls tend
to decrease the Account's exposure to the underlying market or currency. In some
instances, investments in derivative financial instruments may involve, to
varying degrees, elements of market risk and risks in excess of the amount
recognized in the Statement of Assets and Liabilities. Losses may arise under
these contracts due to the existence of an illiquid secondary market for the
contracts, or if the counterparty does not perform under the contract. An
additional primary risk associated with the use of certain of these contracts
may be caused by an imperfect correlation between movements in the price of the
derivative financial instruments and the price of the underlying securities,
indices or currency.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: The Account may enter into forward
foreign currency exchange contracts. The Account will enter in forward foreign
currency exchange contracts to hedge against fluctuations in currency exchange

D-13
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D
rates. Forward foreign currency exchange contracts are valued at the applicable
forward rate, and are marked to market daily. The change in market value is
recorded by the Account as an unrealized gain or loss. When a contract is
closed, the Account records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value at the
time it was closed. Although forward foreign currency exchange contracts limit
the risk of loss due to a decline in the value of the hedged currency, they also
limit any potential gain that might result should the value of the currency
increase. In addition, the Account could be exposed to risks if the
counterparties to the contracts are unable to meet the terms of their contracts.
Open contracts at December 31, 1995 and their related unrealized appreciation
(depreciation) are set forth in the Schedule of Forward Foreign Currency
Exchange Contracts which accompanies the Portfolio of Investments. Realized and
unrealized gain/(loss) arriving from forward foreign currency exchange contracts
are included in net realized and unrealized gain/(loss) on forward foreign
currency exchange contracts.

OPTIONS: The Account may engage in option transactions. When the Account writes
an option, an amount equal to the premium received by the Account is reflected
as an asset and an equivalent liability. The amount of the liability is
subsequently marked to market on a daily basis to reflect the current value of
the option written.

When a security is sold through an exercise of an option, the related premium
received (or paid) is deducted from (or added to) the basis of the security
sold. When an option expires (or the Account enters into a closing transaction),
the Account realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the premium paid or received). The Account
did not write options during the year ended December 31, 1995. Realized gains
arising from purchased options are included in the net realized gain/(loss) on
security transactions.

(C) FOREIGN CURRENCY: Assets and liabilities denominated in foreign currencies
and commitments under forward foreign currency exchange contracts are translated
into U.S. dollars at the mean of the quoted bid and asked prices of such
currencies against the U.S. dollar as of the close of business immediately
preceding the time of valuation. Purchases and sales of portfolio securities are
translated at the rates of exchange prevailing when such securities were
acquired or sold. Income and expenses are translated at rates of exchange
prevailing when accrued.

The Account does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain/(loss) from securities.

Reported net realized gains or losses on foreign currency transactions arise
from sales and maturities of short-term securities, sales of foreign currencies,
currency gains or losses realized between the trade and settlement dates on
securities transactions, and the difference between the amounts of dividends,
interest and foreign withholding taxes recorded on the Account's books, and the
U.S. dollar equivalent of the amounts actually received or paid. Net unrealized
gains and losses on other assets and liabilities denominated in foreign
currencies arise from changes in the value of assets and liabilities other than
investments in securities at the end of the reporting period, resulting from
changes in the exchange rate.

(D) REPURCHASE AGREEMENTS: The Account may enter into repurchase agreements in
accordance with guidelines approved by the Board of Governors of the Account.
The Account bears a risk of loss in the event that the other party to a
repurchase agreement defaults on its obligations and the Account is delayed or
prevented from exercising its rights to dispose of the underlying securities
received as collateral including the risk of a possible decline in the value of
the underlying securities during the period while the Account seeks to exercise
its rights. The Account takes possession of the collateral and reviews the value
of the collateral and the creditworthiness of those banks and dealers with which
the Account enters into repurchase agreements to evaluate potential risks. The
market value of the underlying securities received as collateral must be at
least equal to the total amount of the repurchase obligation. In the event of
counterparty default, the Account has the right to use the underlying securities
to offset the loss.

(E) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Investment transactions are
recorded on the trade date. Dividend income is recorded on the ex-dividend date.
Interest income (including amortization of premium and discount on securities)
and expenses are accrued daily. Realized gains and losses from investment
transactions are recorded on the identified cost basis which is the same basis
used for federal income tax purposes.

(F) FEDERAL INCOME TAXES: Operations of the Account form a part of, and are
taxed with, the total operations of Golden American, which is taxed as a life
insurance company under the Internal Revenue Code. Earnings and realized capital
gains of the Account attributable to the contractowners are excluded in the
determination of the federal income tax liability of Golden American.

D-14
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

2. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

OPERATING EXPENSES: Directed Services, Inc. ('DSI'), a wholly owned subsidiary
of BTV, serves as Manager to the Account pursuant to a Management Agreement.
Under the Management Agreement, DSI has overall responsibility, subject to the
supervision of the Board of Governors, for administrating all operations of the
Account and for monitoring and evaluating the management of the assets of the
Account by the Portfolio Manager. In consideration for these services, the
Account pays DSI a management fee based upon the following annual percentage of
the Account's average daily net assets: 0.40% of the first $500 million and
0.30% of the amount over $500 million. Warburg, Pincus Counsellors, Inc.
('Warburg') serves as the Portfolio Manager of the Account and in that capacity
provides investment advisory services for the Account including asset allocation
and security selection. In consideration for these services, Warburg is paid an
advisory fee by the Account, payable monthly, based on the average daily net
assets of the Account at an annual rate of 0.60% of the first $500 million and
0.50% on the excess thereof. For the year ended December 31, 1995, the Account
incurred management and advisory fees of $293,930 and $440,770, respectively.

The Account bears the expenses of its investment management operations,
including expenses associated with custody of securities, portfolio accounting,
the Board of Governors, legal and auditing services, registration fees and other
related operating expenses. Bankers Trust is the custodian of the assets in the
Account. For the year ended December 31, 1995, the Account incurred $111,693 for
custodian fees. In addition, the Account reimburses Golden American for certain
organization expenses (See Note 4). At December 31, 1995, a total of $1,684 was
payable to DSI and Golden American for management and reimbursement of
organization expenses.

Certain officers and governors of the Account are also officers and/or directors
of the Manager, Golden American, BTV and Bankers Trust.

MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and
expense risks related to the operations of the Account and, in accordance with
the terms of the Contracts, deducts a daily charge from the assets of the
Account at annual rates of 0.80%, 0.90%, 1.25%, 1.10%, 1.25% and 1.40% of the
assets attributable to DVA 80, DVA 100, DVA Series 100, DVA Plus-Standard, DVA
Plus-Annual Ratchet and DVA Plus-7% Solution, respectively, to cover these
risks. Golden American did not deduct mortality and expense risk charges and
asset based administrative charges from the DVA Plus Contract assets until
November 1995, upon which it received exemptive relief from the Securities and
Exchange Commission.

ASSET BASED ADMINISTRATIVE CHARGE: To compensate Golden American for the
administrative expenses under the Contracts, a daily charge at an annual rate of
0.10% is deducted from assets attributable to the DVA 100 and DVA Series 100
Contracts. A daily charge of 0.15% is deducted from the assets attributable to
DVA Plus Contracts.

OTHER CONTRACT CHARGES: An administrative fee of $40 per Contract year is
deducted from the accumulation value of certain DVA 80 and DVA 100 Contracts.
Under DVA Plus Contracts issued subsequent to September of 1995, an excess
allocation charge of $25 per allocation may be imposed by Golden American after
the twelfth allocation change in a contract year. Under DVA 80, DVA 100 and DVA
Series 100 Contracts ('Previous Contracts'), a partial withdrawal charge of the
lower of 2% of the withdrawal or $25 is deducted from the accumulation for each
additional partial withdrawal in a Contract year. In addition, under the
Previous Contracts, there is an excess allocation charge of $25 for each
allocation change between divisions in excess of the five free changes allowed
per contract year.

DEFERRED SALES LOAD: Under contracts offered prior to October of 1995, a sales
load of up to 6.50% was applicable to each premium payment for sales related
expenses as specified in the Contracts. For DVA Series 100 Contracts, the sales
load is deducted in equal annual installments over the period the Contract is in
force, not to exceed 10 years. For DVA 80 and DVA 100 Contracts, although the
sales load is chargeable to each premium when it is received by Golden American,
the amount of such charge is initially advanced by Golden American to
Contractowners and included in the accumulation value and then deducted in equal
installments on each Contract processing date over a period of six years. For
the year ended December 31, 1995, contract sales loads of $1,124,480 initially
advanced by Golden American to the Account were deducted from contractowners'
accumulation value. Upon surrender of the Contract, the unamortized deferred
sales load is deducted from the accumulation value by Golden American. In
addition, when partial withdrawal limits are exceeded, a portion of the
unamortized deferred sales load is deducted.

CONTINGENT DEFERRED SALES CHARGE: Under DVA Plus Contracts issued subsequent to
September of 1995, a contingent deferred sales charge ('Surrender Charges') is
imposed as a percentage of each premium payment if the Contract is surrendered
or an excess partial withdrawal is taken during the seven year period from the
date a premium payment is received. The Surrender Charges are imposed at a rate
of 7% of the premium payment during the first two complete years after purchase
declining to 6%, 5%, 4%, 3%, and 1% after the second, third, fourth, fifth and
sixth complete years, respectively. For the year ended December 31, 1995, Golden
American collected Surrender Charges in the amount of $15.

D-15
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

The net assets retained in the Account by Golden American in the accompanying
financial statements represent the unamortized deferred sales load, surrender
charges and premium taxes advanced by Golden American reduced to conform with
the Commissioner's Annuity Reserve Valuation Methodology ('CARVM') noted above.

Net Assets Retained in the Account by Golden American are as follows:

<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
12/31/95 12/31/94
------------ ------------
<S> <C> <C>
Balance at beginning of year........................................................... $ 4,533,964 $ 4,668,658
Sales load advanced and additions to surrender charges................................. 379,811 1,338,526
Premium tax advanced................................................................... 2,628 6,823
Net transfer (to) from Separate Account B, Fixed Account and Golden American........... (899,808) (427,829)
Amortization of deferred sales load, surrender charges and premium tax................. (1,141,201) (1,052,214)
------------ ------------
$ 2,875,394 $ 4,533,964
------------ ------------
------------ ------------
</TABLE>

PREMIUM TAXES: Premium taxes are deducted, where applicable, from the
accumulation value of each Contract. The amount and timing of the deduction
depend on the annuitant's state of residence and currently ranges up to 3.5% of
premiums. Premium taxes are generally incurred on the annuity commencement date
and a charge for such premium taxes is then deducted from the accumulation value
on such date. However, some jurisdictions impose a premium tax at the time the
initial and additional premiums are paid, regardless of the annuity commencement
date. In those states, Golden American advances the amount of the charge for
premium taxes to Contractowners and then deducts it from the accumulation value
in equal installments on each contract processing date over a six year period.
Golden American is currently waiving the deduction of the applicable
installments of the charge for premium taxes previously advanced by Golden
American to Contractowners. Golden American reserves the right to deduct the
total amount of the charge for premium taxes previously waived and unrecovered
on the annuity commencement date or upon surrender of the Contract.

EXPENSE LIMITATION: The Account and DSI entered into an agreement to limit the
ordinary operating expenses of the Account, excluding, among other things,
mortality and expense risk charges, asset based administrative charges, interest
expense, and other contractual charges, through December 31, 1995, so that such
expenses do not exceed on an annual basis 1.25% of the first $500 million of the
average daily net assets and 1.05% of the excess over $500 million. For the year
ended December 31, 1995, $63,386 was reimbursed by DSI to the Account pursuant
to this limitation. Such agreement existed under the same terms for the year
ended December 31, 1994.

DSI, a registered broker/dealer, acts as the distributor and principal
underwriter (as defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) of the Contracts issued through the Account. For the
years ended December 31, 1995 and December 31, 1994, fees paid by Golden
American to DSI in connection with sales of the contracts aggregated
approximately $446,000 and $1,343,000, respectively.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of investment securities, excluding short-term securities,
during the year ended December 31, 1995, were $30,992,571 and $4,817,671,
respectively.

At December 31, 1995, aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost and aggregate gross
unrealized depreciation for all securities in which there is an excess of tax
cost over value were $8,320,461 and $4,817,671, respectively.

For the year ended December 31, 1995, the portfolio turnover rate was 44%.

4. ORGANIZATION COSTS

The initial organizational expenses of the Account of approximately $150,000
were paid by Golden American. The Account reimburses Golden American monthly for
such expenses ratably over a period of sixty months from the date of the
Account's commencement of operations. At December 31, 1995, the unamortized
balance of such expenses was $75,090. It is Golden American's intention not to
seek reimbursement for any unpaid amounts should the account cease operations.

D-16
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

5. INCREASE/(DECREASE) IN ACCUMULATION UNITS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1995 1994
------------ ------------
<S> <C> <C>
DVA 100
Units purchased...................................................................... 409,418 2,267,150
Units redeemed....................................................................... (2,561,328) (1,161,000)
------------ ------------
Net Increase/(Decrease)......................................................... (2,151,910) 1,106,150
Units at the beginning of the period................................................... 9,225,615 8,119,465
------------ ------------
Units at the end of the period......................................................... 7,073,705 9,225,615
------------ ------------
------------ ------------
DVA 80
Units purchased...................................................................... 66,593 154,827
Units redeemed....................................................................... (164,429) (147,275)
------------ ------------
Net Increase/(Decrease)......................................................... (97,836) 7,552
Units at the beginning of the period................................................... 205,564 198,012
------------ ------------
Units at the end of the period......................................................... 107,728 205,564
------------ ------------
------------ ------------
DVA Series 100
Units purchased...................................................................... 27,026 55,550
Units redeemed....................................................................... (39,838) (51,428)
------------ ------------
Net Increase/(Decrease)......................................................... (12,812) 4,124
Units at the beginning of the period................................................... 69,795 65,671
------------ ------------
Units at the end of the period......................................................... 56,983 69,795
------------ ------------
------------ ------------
</TABLE>

<TABLE>
<CAPTION>
PERIOD
ENDED
12/31/95*
------------
<S> <C> <C>
DVA Plus -- Standard
Units purchased...................................................................... 43,964
Units redeemed....................................................................... (17,239)
------------
Net Increase.................................................................... 26,725
Units at the beginning of the period................................................... 0
------------
Units at the end of the period......................................................... 26,725
------------
------------
DVA Plus -- Annual Ratchet
Units purchased...................................................................... 29,267
Units redeemed....................................................................... (1,811)
------------
Net Increase.................................................................... 27,456
Units at the beginning of the period................................................... 0
------------
Units at the end of the period......................................................... 27,456
------------
------------
DVA Plus -- 7% Solution
Units purchased...................................................................... 209,355
Units redeemed....................................................................... (345)
------------
Net Increase.................................................................... 209,010
Units at the beginning of the period................................................... 0
------------
Units at the end of the period......................................................... 209,010
------------
------------
</TABLE>

- ------------------
* The DVA Plus -- Standard, Annual Ratchet and 7% Solution units were offered
for sale commencing October 2, 1995.

D-17
<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

THE MANAGED GLOBAL ACCOUNT
OF
SEPARATE ACCOUNT D

6. SUBSEQUENT EVENT

On August 13, 1996, under the terms of a stock purchase agreement, Equitable
of Iowa Companies acquired all of the interest in BTV from Whitewood Properties
Corp., a subsidiary of Bankers Trust Company. DSI and Golden American are
wholly owned subsidiaries of BTV.

In addition at a special meeting held on August 8, 1996, the contractholders
approved the reorganization of the Account from a separate account of Golden
American register as a management investment company toa newly created division
(the "Division") of Separate Account B, an existing separate account of Golden
American which is registered as a unit investment trust. On the date of
reorganization, which is anticipated to be September 3, 1996, the Account will
transfer all of its assets to the Division. The Division will simultaneously
exchange these assets to the Managed Global Series of the The GCG Trust in
consideration for shares of the Series. The Managed Global Series is a newly
created Series of The GCG Trust. Ths GCG Trust is and existing open-end
management investment company registered under the Investment Company Act of
1940.

If this reorganization, described above, had taken place on December 31, 1995,
the unit values and net assets of the Division would have been the same as
reflected in the Account's financial statements contained herein.

D-18
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Contractowners and Board of Governors
The Managed Global Account of Separate Account D

We have audited the accompanying statement of assets and liabilities of The
Managed Global Account of Separate Account D, including the portfolio of
investments, as of December 31, 1995, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended and the financial highlights for each of
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the custodian as of December 31, 1995 and confirmation of securities not
held by the custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of The
Managed Global Account of Separate Account D at December 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended and the financial highlights for
each of the indicated periods in conformity with generally accepted accounting
principles.

/s/ ERNST & YOUNG LLP

New York, New York
February 9, 1996
except for Note 6, as to which the date is August 27, 1996

D-19

APPENDIX: DESCRIPTION OF BOND RATINGS

Excerpts from Moody's Investors Service, Inc. ("Moody's) description of its
bond ratings:

Aaa: Judged to be the best quality; they carry the smallest degree of
investment risk.

Aa: Judged to be of high quality by all standards; together with the
Aaa group, they comprise what are generally known as high grade bonds.

A: Possess many favorable investment attributes and are to be considered
as "upper medium grade obligations."

Baa: Considered as medium grade obligations, i.e., they are neither highly
protected nor poorly secured; interest payments and principal security
appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of
time.

Ba: Judged to have speculative elements; their future cannot be
considered as well assured.

B: Generally lack characteristics of the desirable investment.

Caa: Are of poor standing; such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca: Speculative in a high degree; often in default.

C: Lowest rate class of bonds; regarded as having extremely poor
prospects.

Moody's also applies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; 2 indicates a mid-range ranking; and 3 indicates a ranking toward
the lower end of the category.

Excerpts from Standard & Poor's Rating Group ("Standard & Poor's")
description
of its bond ratings:

AAA: Highest grade obligations; capacity to pay interest and repay
principal is extremely strong.

A-1
<PAGE>
<PAGE>
AA: Also qualify as high grade obligations; a very strong capacity to
pay interest and repay principal and differs from AAA issues only in
small degree.

A: Regarded as upper medium grade; they have a strong capacity to pay
interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions
than debt in higher rated categories.

BBB: Regarded as having an adequate capacity to pay interest and repay
principal; whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity than in higher rated categories -- this
group
is the lowest which qualifies for commercial bank investment.

BB, B,
CCC,
CC: Predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with terms of the obligation: BB
indicates the lowest degree of speculation and CC the highest.

Standard & Poor's applies indicators "+," no character, and "-" to its rating
categories. The indicators show relative standing within the major rating
categories.

A-2
<PAGE>
<PAGE>

PART C -- OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

(a) (1) All financial statements are included in either the Prospectuses
or the Statements of Additional Information, as indicated therein.
(2) Schedules I, III, IV follow:

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

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

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

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

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)

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

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

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

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

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

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

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

PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:
Life insurance 4,990 5,270 2,436 8,847 --

Year ended December 31, 1995:
Life insurance 2,818 3,146 2,710 13,333 --

Year ended December 31, 1994:
Life insurance 560 35 4,608 9,317 --
</TABLE>

SCHEDULE IV
REINSURANCE
GOLDEN AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARY

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
_______________________________________________________________________________
Percentage
Ceded to Assumed of Amount
Gross Other from Other Net Assumed
Amount Companies Companies Amount to Net
_______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
At December 31, 1996:
Life insurance in
force $86,192,000 $58,368,000 -- $27,824,000 --
============ ============ ========= ============ ==========
At December 31, 1995:
Life insurance in
force $38,383,000 $24,709,000 -- $13,674,000 --
============ ============ ========= ============ ==========
At December 31, 1994:
Life insurance in
force $30,227,000 $23,061,000 -- $7,166,000 --
============ ============ ========= ============ ==========
</TABLE>

EXHIBITS

(b) (1) Resolution of the board of directors of Depositor authorizing the
establishment of the Registrant

(2) N/A

(3) (a) Form of Distribution Agreement between the Depositor and
Directed Services, Inc.
(b) Form of Dealers Agreement
(c) Organizational Agreement
(d) (i) Addendum to Organizational Agreement
(ii) Expense Reimbursement Agreement
(e) Form of Assignment Agreement for Organizational Agreement

(4) (a) Individual Deferred Combination Variable and Fixed Annuity
Contract
(b) Group Deferred Combination Variable and Fixed
Annuity Contract
(c) Individual Deferred Variable Annuity Contract
(d) Individual Retirement Annuity Rider Page

(5) (a) Individual Deferred Combination Variable and Fixed Annuity
Application
(b) Group Deferred Combination Variable and Fixed Annuity Enrollment
Form
(c) Individual Deferred Variable Annuity Application

(6) (a) (i) Articles of Incorporation of Golden American Life Insurance
Company
(ii) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company
(iii) Certificate of Amendment of the Restated Articles of
Incorporation of MB Variable Life Insurance Company
(iv) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company
(12/28/93)
(b) (i) By-Laws of Golden American Life Insurance Company
(ii) By-Laws of Golden American Life Insurance Company, as
amended
(iii) Certificate of Amendment of the By-Laws of MB Variable Life
Insurance Company, as amended
(iv) By-Laws of Golden American, as amended (12/21/93)

<PAGE>
<PAGE>
(7) Not applicable

(8) Not applicable

(9) Opinion and Consent of Myles R. Tashman

(10) (a) Consent of Sutherland, Asbill & Brennan LLP
(b) Consent of Ernst & Young LLP, Independent Auditors

(11) Not applicable

(12) Not applicable

(13) Schedule of Performance Data

(15) Powers of Attorney

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

Principal Position(s)
Name Business Address with Depositor

Terry L. Kendall Golden American Life Ins. Co. Director, President and
1001 Jefferson Street Chief Executive Officer
Wilmington, DE 19801

Fred S. Hubbell Equitable of Iowa Companies Director and
909 Locust Street Chairman
Des Moines, IA 50309

Lawrence V. Durland Equitable of Iowa Companies Director
909 Locust Street
Des Moines, IA 50309

Paul E. Larson Equitable of Iowa Companies Director, Executive
909 Locust Street Vice President, Chief
Des Moines, IA 50309 Financial Officer and
Assistant Secretary

Thomas L. May Equitable of Iowa Companies Director
909 Locust Street
Des Moines, IA 50309

John A. Merriman Equitable of Iowa Companies Director and Assistant
909 Locust Street Secretary
Des Moines, IA 50309

Beth B. Neppl Equitable of Iowa Companies Director and
909 Locust Street Vice President
Des Moines, IA 50309

Paul R. Schlaack Equitable Investment Director
Services, Inc.
909 Locust Street
Des Moines, IA 50309

<PAGE>
<PAGE>
Jerome L. Sychowski Equitable of Iowa Companies Director, Senior Vice
909 Locust Street President - Chief
Des Moines, IA 50309 Information Officer

Barnett Chernow Golden American Life Ins. Co. Executive Vice
1001 Jefferson Street President
Wilmington, DE 19801

Myles R. Tashman Golden American Life Ins. Co. Executive Vice
1001 Jefferson Street President
Wilmington, DE 19801 and Secretary

Stephen J. Preston Golden American Life Ins. Co. Senior Vice President
1001 Jefferson Street, and Chief Actuary
Wilmington, DE 19801

David L. Jacobson Golden American Life Ins. Co. Senior Vice
1001 Jefferson Street President
Wilmington, DE 19801

David A. Terwilliger Equitable of Iowa Companies Vice President,
909 Locust Street Controller, Assistant
Des Moines, IA 50309 Secretary and
Assistant Treasurer

Dennis D. Hargens Equitable of Iowa Companies Treasurer
909 Locust Street
Des Moines, IA 50309

Lawrence W. Porter, M.D. Equitable of Iowa Companies Medical Director
909 Locust Street
Des Moines, IA 50309

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

The Depositor owns 100% of the stock of a newly formed New York company, First
Golden American Life Insurance Company of New York ("First Golden"). The
primary purpose for the formation of First Golden is to offer variable products
in the state of New York.

The following persons control or are under common control with the Depositor:

DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business
corporation organized under the laws of the State of New York, and is wholly
owned by Equitable of Iowa Companies. The primary purpose of DSI is to act as
a broker-dealer in securities. It acts as the principal underwriter and
distributor of variable insurance products including variable annuities as
required by the SEC. The contracts are issued by the Depositor. DSI also has
the power to carry on a general financial, securities, distribution, advisory
or investment advisory business; to act as a general agent or broker for
insurance companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial efficiency and
operation. DSI is also registered with the SEC as an investment adviser.

<PAGE>
<PAGE>
As of June 30, 1997, the subsidiaries of Equitable of Iowa Companies are
as follows:
Equitable Life Insurance Company of Iowa
USG Annuity & Life Company
Equitable American Life Insurance
Equitable of Iowa Securities Network, Inc.
Equitable Investment Services, Inc.
Locust Street Securities, Inc.
Golden American Life Insurance Company
First Golden American Life Insurance Company of
New York
Directed Services, Inc.

Item 27: Number of Contract Owners

25,920 as of August 29, 1997

ITEM 28: INDEMNIFICATION

Golden American shall indemnify (including therein the prepayment of expenses)
any person who is or was a director, officer or employee, or who is or was
serving at the request of Golden American as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
for expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him with respect to any
threatened, pending or completed action, suit or proceedings against him by
reason of the fact that he is or was such a director, officer or employee to
the extent and in the manner permitted by law.

Golden American may also, to the extent permitted by law, indemnify any other
person who is or was serving Golden American in any capacity. The Board of
Directors shall have the power and authority to determine who may be
indemnified under this paragraph and to what extent (not to exceed the extent
provided in the above paragraph) any such person may be indemnified.

Golden American may purchase and maintain insurance on behalf of any such
person or persons to be indemnified under the provision in the above
paragraphs, against any such liability to the extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of 1933,
and therefore may be unenforceable. In the event that a claim of such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted against
the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or 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 of whether such
indemnification by the Depositor is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

<PAGE>
<PAGE>
ITEM 29: PRINCIPAL UNDERWRITER

(a) At present, Directed Services, Inc., the Registrant's Distributor, also
serves as principal underwriter for all contracts issued by Golden American.
DSI is the principal underwriter for Separate Account A, Separate Account B
and Alger Separate Account A of Golden American.

(b) The following information is furnished with respect to the principal
officers and directors of Directed Services, Inc., the Registrant's
Distributor:

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------
Terry L. Kendall Director and Chief President of
Directed Services, Inc. Executive Officer Board of Governors
1001 Jefferson Street Chief Executive Officer
Wilmington, DE 19801

Fred S. Hubbell Director and Chairman Chairman
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

Lawrence V. Durland Director Director
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

Paul E. Larson Director Executive Vice President,
Equitable of Iowa Companies Chief Financial Officer
909 Locust Street and Assistant Secretary
Des Moines, IA 50309

Thomas L. May Director Director
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

John A. Merriman Director and Director and
Equitable of Iowa Assistant Secretary Assistant Secretary
Companies
909 Locust Street
Des Moines, IA 50309

Beth B. Neppl Director Director
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

Paul R. Schlaack Director Director
Equitable Investment
Services, Inc.
909 Locust Street
Des Moines, IA 50309

<PAGE>
<PAGE>
Jerome L. Sychowski Director Director and Senior
Equitable of Iowa Companies Vice President - Chief
909 Locust Street Information Officer
Des Moines, IA 50309

Barnett Chernow Executive Vice President Executive Vice
Directed Services, Inc. President
1001 Jefferson Street
Wilmington, DE 19801

Myles R. Tashman Executive Vice President Executive Vice
Directed Services, Inc. and Secretary President
1001 Jefferson Street and Secretary
Wilmington, DE 19801

Stephen J. Preston Senior Vice President Senior Vice President
Directed Services, Inc.
1001 Jefferson Street
Wilmington, DE 19801

David A. Terwilliger Vice President and Vice President,
Equitable of Iowa Controller Controller, Assistant
Companies Treasurer and Assistant
909 Locust Street Secretary
Des Moines, IA 50309

Dennis D. Hargens Assistant Treasurer Treasurer
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

Susan K. Wheat Treasurer None
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

(c)
1996 Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
----------- ----------- ---------- ----------- ------------
DSI $27,064,887 $0 $0 $0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

Accounts and records are maintained by Golden American Life Insurance Company
at 1001 Jefferson Street, Suite 400, Wilmington, DE 19801.

ITEM 31: MANAGEMENT SERVICES

None.

<PAGE>
<PAGE>
ITEM 32: UNDERTAKINGS

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

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

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

REPRESENTATIONS

1. The account meets definition of a "separate account" under federal
securities laws.

2. Golden American Life Insurance Company hereby represents that the fees
and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by the Company.

<PAGE>
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf in the City of Wilmington, and State of Delaware, on September 22, 1997.

SEPARATE ACCOUNT B
(Registrant)

By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)

By:
--------------------
Terry L. Kendall*
President and
Chief Executive Officer
Attest: /s/ Marilyn Talman
------------------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary of Depositor

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on
September 22, 1997.

Signature Title

President, Director
- -------------------- and Chief Executive
Terry L. Kendall* Officer of Depositor

Executive Vice President,
- -------------------- Director, Chief Financial
Paul E. Larson* Officer and Assistant Secretary

DIRECTORS OF DEPOSITOR

- ---------------------- -----------------------
Fred S. Hubbell* Lawrence V. Durland*

- ---------------------- -----------------------
Thomas L. May* John A. Merriman*

- ---------------------- -----------------------
Beth B. Neppl* Paul R. Schlaack*

- ----------------------
Jerome L. Sychowski*

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

<PAGE>
<PAGE>
EXHIBIT INDEX

ITEM EXHIBIT PAGE #

1 Resolution of the board of directors of Depositor EX-99.B1
authorizing the establishment of the Registrant

3(a) Form of Distribution Agreement between the Depositor EX-99.B3A
and Directed Services, Inc.

3(b) Form of Dealers Agreement EX-99.B3B

3(c) Organizational Agreement EX-99.B3C

3(d)(i) Addendum to Organizational Agreement EX-99.B3DI

3(d)(ii) Expense Reimbursement Agreement EX-99.B3DII

3(e) Form of Assignment Agreement for EX-99.B3E
Organizational Agreement

4(a) Individual Deferred Combination Variable EX-99.B4A
and Fixed Annuity Contract

4(b) Group Deferred Combination Variable EX-99.B4B
and Fixed Annuity Contract

4(c) Individual Deferred Variable Annuity Contract EX-99.B4C

4(d) Individual Retirement Annuity Rider Page EX-99.B4D

5(a) Individual Deferred Combination Variable EX-99.B5A
and Fixed Annuity Application

5(b) Group Deferred Combination Variable and EX-99.B5B
Fixed Annuity Enrollment Form

5(c) Individual Deferred Variable Annuity Application EX-99.B5C

6(a)(i) Articles of Incorporation of Golden American EX-99.B6AI
Life Insurance Company

6(a)(ii) Certificate of Amendment of the Restated EX-99.B6AII
Articles of Incorporation of Golden American
Life Insurance Company

6(a)(iii) Certificate of Amendment of the Restated Articles of EX-99.B6AIII
Incorporation of MB Variable Life Insurance Company

6(a)(iv) Certificate of Amendment of the Restated Articles of EX-99.B6AIV
Incorporation of Golden American Life Insurance
Company (12/28/93)

6(b)(i) By-Laws of Golden American Life Insurance Company EX-99.B6BI

6(b)(ii) By-Laws of Golden American Life Insurance Company, EX-99.B6BII
as amended

6(b)(iii) Certificate of Amendment of the By-Laws of EX-99.B6BIII
MB Variable Life Insurance Company, as amended

6(b)(iv) By-Laws of Golden American, as amended (12/21/93) EX-99.B6BIV

9 Opinion and Consent of Myles R. Tashman EX-99.B9

10(a) Consent of Sutherland, Asbill & Brennan LLP EX-99.B10A

10(b) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10B

13 Schedule of Performance Data EX-99.B13

15 Powers of Attorney EX-99.B15

<PAGE>
<PAGE>
EXHIBIT 1

Golden American Life Insurance Company

TO: File DATE: July 14, 1988
FROM: Fred H. Davidson
SUBJECT: Western Capital Specialty Managers Separate Accounts A
& B
- -----------------------------------------------------------------

Pursuant to resolution of the Board of Directors of Golden
American Life Insurance Company, dated March 25, 1988, the
following separate accounts are hereby established to hold the
assets funding the indicated variable contracts or policies:

* Western Capital Specialty Managers Separate Account A for
variable life insurance policies investing in the Western
Capital Special Managers Trust.

* Western Capital Specialty Managers Separate Account B for
variable annuity contracts investing in the Western Capital
Specialty Managers Trust.

<PAGE>
<PAGE>
EXHIBIT 3(a)

DISTRIBUTION AGREEMENT

AGREEMENT dated __________, 1988, by and between Golden American Life
Insurance Company, ("Golden American") a Minnesota corporation, on its own
behalf and on behalf of the Western Capital Specialty Managers Separate
Account B ("Account") and Directed Services, Inc., ("DSI"), a New York
corporation wholly owned by Golden Financial Group ("GFG"), a Delaware
corporation.

WHEREAS, Golden American and GFG entered into an agreement effective
____________________, 1988 (the "Golden American-GFG Agreement"), pursuant to
which Golden American may market Deferred Variable Annuity and Variable
Annuity Certain Contracts ("Annuity Contracts") designed by GFG; and

WHEREAS, the Account is a separate account established and maintained by
Golden American pursuant to the laws of the State of Minnesota for variable
annuity contracts issued by Golden American under which income, gains, and
losses, whether or not realized, from assets allocated to such Account, are
credited to or charged against such Account without regard to other income,
gains or losses of Golden American; and

WHEREAS, Golden American proposes to issue and sell Annuity Contract
through the Account to suitable purchasers; and

WHEREAS, DSI is duly registered as a broker-dealer under the Securities
Exchange Act of 1934 ("1934 Act") and is a member of the National Association
of Securities Dealers, Inc. ("NASD"); and

WHEREAS, Golden American and DSI desire to enter into an agreement
pursuant to which DSI will act as a principal underwriter for the sale of the
Annuity Contracts and may distribute the Annuity Contracts through one or more
organizations as set forth in Section 2. below.

NOW, THEREFORE, GOLDEN AMERICAN AND DSI HEREBY AGREE AS FOLLOWS:

1. TERM.

This Agreement shall remain in force until it is terminated in accordance
with the provisions of paragraph 13.

2. PRINCIPAL UNDERWRITER.

Golden American hereby appoints DSI and DSI accepts such appointment,
during the term of this Agreement, subject to any registration
requirements of The Securities Act of 1933 ("1933 Act"), The Investment
Company Act of 1940 ("1940 Act"), and the provisions of the 1934 Act, to
be a distributor and principal underwriter of the Annuity Contracts
issued though the Account. DSI shall offer the Annuity Contracts for
sale and distribution at premium rates to be set by Golden American and
GFG. Annuity Contracts may be sold only by persons who are duly licensed

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<PAGE>
<PAGE>
annuity agents appointed by Golden American and NASD registered
representatives as set forth in Section 3 below. Golden American hereby
appoints DSI as its agent for the sale of Annuity Contracts in such
jurisdictions as Golden American is properly licensed to sell Annuity
Contracts.

3. SALE AGREEMENTS.

DSI is hereby authorized to enter into separate written agreements,
("Sales Agreements"), on such terms and conditions as DSI may determine
not to be inconsistent with this Agreement, with broker/dealers which
agree to participate in the distribution of and to use their best efforts
to solicit applications for Annuity Contracts. Such broker/dealers and
their agents or representatives soliciting applications for Annuity
Contracts shall be duly and appropriately licensed, registered or
otherwise qualified for the sale of Annuity Contracts under the insurance
laws and any applicable securities laws of each state or other
jurisdiction in which the Annuity Contracts may be lawfully sold and in
which Golden American is licensed to sell Annuity Contracts. Each such
broker/dealer shall be both registered as a broker-dealer under the 1934
Act and a member of the NASD, or if not so registered or not such a
member, then the agents and representatives of such organization
soliciting applications for Annuity Contracts shall be agents and
registered representatives of a registered broker/dealer and NASD member
which is the parent or other affiliate of such organization and which
maintains full responsibility for the training, supervision, and control
of the agents and representatives selling Annuity Contracts.

DSI shall have the responsibility for the supervision of all such
broker/dealers to the extent required by law and shall assume any legal
responsibilities of Golden American for the acts, commissions or
defalcations of any such broker/dealers. Applications materials for
Annuity Contracts solicited by such broker/dealers through their agents
or representatives shall be forwarded to DSI. All payments for Annuity
Contracts shall be remitted promptly by such broker/dealers directly to
Golden American.

If held at any time by DSI or a broker/dealer, such payments shall be
held in a fiduciary capacity as agent for Golden American and shall be
remitted promptly to Golden American. All such payments, whether by
check, money order, or wire order, shall be the property of Golden
American. Anything in this Distribution Agreement to the contrary
notwithstanding, Golden American shall retain the rights to control the
sale of Annuity Contracts and to appoint and discharge annuity agents for
the sale of Annuity Contracts. DSI shall be held to the exercise of
reasonable care in carrying out the provisions of this Distribution
Agreement.

4. ANNUITY AGENTS.

DSI is authorized to appoint the broker/dealer described in paragraph 3.
above as agents of Golden American for the sale of Annuity Contracts.
Golden American will undertake to appoint such agents authorized to
represent Golden American in the appropriate states or jurisdictions;

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<PAGE>
<PAGE>
provided that Golden American reserves the right to refuse to appoint any
proposed agent, or once appointed to terminate the same without notice.

5. SUITABILITY.

Golden American wishes to ensure that the Annuity Contracts distributed
by DSI will be issued to purchasers for whom the Annuity Contracts shall
be suitable. DSI shall take reasonable steps to ensure that the various
agents appointed by it to sell Annuity Contracts shall not make
recommendations to an applicant to purchase Annuity Contracts in the
absence of reasonable grounds to believe that the purchase of Annuity
Contracts is suitable for such applicant. While not limited to the
following, a determination of suitability shall be based on information
furnished to an agent after reasonable inquiry concerning the applicant's
insurance and investment objectives and financial situation and needs.

6. SALES MATERIALS.

The responsibility of the parties hereto for consulting with respect to
the design and the drafting and legal review and filing of sales
materials, and for the preparation of sales proposals related to the sale
of Annuity Contracts shall be as the parties hereto agree in writing.
DSI shall ensure, in its Sales Agreements, that organizations appointed
by it, and registered representatives of such organizations, shall not
use, develop or distribute any sales materials which have not been
approved by GFG and Golden American.

7. REPORTS.

DSI shall have the responsibility for, with respect to agents appointed
by it, maintaining the records of agents licensed, registered and
otherwise qualified to sell Annuity Contracts, and for furnishing
periodic reports to Golden American as to the sale of Annuity Contracts
made pursuant to this Agreement.

8. RECORDS.

DSI shall maintain and preserve for the periods prescribed by law or
other agreement, such accounts, books, and other documents as are
required of it by applicable laws and regulations. The books, accounts
and records of Golden American, the Account and DSI as to all
transactions hereunder shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions, including
such accounting information as necessary to support the reasonableness of
the amounts to be paid by Golden American hereunder.

9. COMPENSATION.

Golden American shall pay DSI the compensation due it as set forth in the
attached Exhibit, as such Exhibit may from time to time be amended.

10. INDEPENDENT CONTRACTOR.

DSI shall act as an independent contractor and nothing herein contained
shall constitute DSI or its agents or employees as employees of Golden
American in connection with the sale of Annuity Contracts.

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<PAGE>
11. INVESTIGATION AND PROCEEDINGS.

(a) DSI and Golden American agree to cooperate fully in insurance
regulatory investigations or proceedings or judicial proceedings
arising in connection with the offering, sale or distribution of
Annuity Contracts distributed under this Agreement. DSI and Golden
American further agree to cooperate fully in any securities
regulatory investigation or proceeding or judicial proceeding with
respect to Golden American, DSI, their affiliates and their agents
or representatives to the extent that such investigation or
proceedings is in connection with the Annuity Contracts offered,
sold or distributed under this Agreement. Without limiting the
forgoing:

(i) DSI will be notified promptly of any customer
complaint or notice of any regulatory investigation or
proceeding or judicial proceeding received by Golden
American with respect to DSI or any agent or representative
or which may affect Golden American's issuance of Annuity
Contracts marketed under this Agreement.
(ii) DSI will promptly notify Golden American of any
customer complaint or notice of any regulatory investigation
or proceeding received by DSI or its affiliates with respect
to DSI or any agent or representative in connection with any
Annuity Contracts distributed under this Agreement or any
activity in connection with Annuity Contracts.

(b) In the case of a substantive customer complaint, DSI and Golden
American will cooperate in investigating such complaint and any
response to such complaint will be sent to the other party to the
Agreement for approval not less than five business days prior to its
being sent to the customer or regulatory authority, except that if a
more prompt response is required, the proposed response shall be
communicated by telephone or telegraph.

12. INDEMNIFICATION.

(a) Golden American agrees to indemnify and hold harmless DSI and
its affiliates and each officer and director thereof against any
losses, claims, damages or liabilities, joint or several, to which
DSI or its affiliates or such officer or director may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact, required to be stated therein or
necessary to make the statements therein not misleading, contained

(i) in any prospectus, or any amendment thereof, or
(ii) in any blue-sky application or other document
executed by Golden American specifically for the purpose of
qualifying Annuity Contracts for sale under the securities
laws of any jurisdiction.

Golden American will reimburse DSI and each officer or director,
for any legal or other expenses reasonably incurred by DSI or such
officer or director in connection with investigating or defending

-4-
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<PAGE>
any such loss, claim, damage, liability or action; provided
that Golden American will not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or
is based upon, an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity
with information (including, without limitation, negative responses
to inquiries) furnished to Golden American by or on behalf of DSI
specifically for use in the preparation of any prospectus or ant
amendment thereof or any such blue-sky application or any amendment
thereof or supplement thereto.

(b) DSI agrees to indemnify and hold harmless Golden American and
its directors, each of its officers who has signed the registration
statement and each person, if any, who controls Golden American
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities to which Golden American and
any such director or officer or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon:

(i) Any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission to state
a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading,
contained (a) in any prospectus or any amendments thereof,
or, (b) in any blue-sky application, in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with information
(including without limitation, negative responses to
inquiries) furnished to Golden American by DSI specifically
for use in the preparation of any prospectus or any
amendments thereof or any such blue-sky application or any
such amendment thereof or supplement thereto; or
(ii) Any unauthorized use of sales materials or any
verbal or written misrepresentations or any unlawful sales
practices concerning Annuity Contracts by DSI; or
(iii) Claims by agents or representatives or employees of DSI for
commissions, service fees, expense allowances or other
compensation or remuneration of any type.

DSI will reimburse Golden American and any
director or officer or controlling person for any legal or
other expenses reasonably incurred by Golden American, such
director or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in
addition to any liability which DSI may otherwise have.

(c) Promptly after receipt by a party entitled to indemnification
("indemnified party") under this paragraph 12 of notice of the
commencement of any action, if a claim in respect thereof is to be

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<PAGE>
made against any person obligated to provide indemnification
under this paragraph 12 ("indemnifying party"), such indemnified
party will notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability under this paragraph
12, except to the extent that the omission results in a failure of
actual notice to the indemnifying party and such indemnifying party
is damaged solely as a result of the failure to give such notice.
In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein, and
to the extent that it may wish, to assume the defense thereof, with
separate counsel satisfactory to the indemnified party. Such
participation shall not relieve such indemnifying party of the
obligation to reimburse the indemnified party for reasonable legal
and other expenses incurred by such indemnified party in defending
himself, except for such expenses incurred after the indemnifying
party has deposited funds sufficient to the effect the settlement,
with prejudice, of the claim in respect of which indemnity is
sought. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or
action effected without the consent of such indemnifying party.

The indemnity agreements contained in this paragraph 12 shall
remain operative and in full force and effect, regardless of:

(i) any investigation made by or on behalf of DSI or
any officer or director thereof or by or on behalf of Golden
American;
(ii) delivery of any Annuity Contracts and payments
therefore; and
(iii) any termination of this Agreement.

A successor by law of DSI or any of the parties to this
Agreement, as the case may be, shall be entitled to the benefits of
the indemnity agreement contained in this paragraph 12.

13. TERMINATION.

a. This Agreement may be terminated at any time by mutual consent
of the parties.

b. Either party may terminate of the other materially breaches any
of the terms of this Agreement and fails to cure the breach within
sixty days of notification by the other party of such breach.

c. This Agreement shall terminate automatically upon the
termination of the Golden American-GFG Agreement.

d. Upon termination of this Agreement all authorizations, rights
and obligations shall cease except;

(i) the obligation to settle accounts hereunder,
including commissions for Annuity Contracts in effect at the
time of termination;

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(ii) the agreements contained in paragraph 11 hereof; and
(iii) the indemnity set for in paragraph 12 hereof.

14. REGULATION.

This Agreement shall be subject to the provisions of the 1940 Act and the
1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, including such exemptions from the
1940 Act as the SEC may grant, and the terms thereof shall be interpreted
and construed in accordance therewith.

DSI shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of Golden American or the Account,
present or future, any information, reports or other material which any
such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations.

15. SEVERABILITY.

If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

16. GENERAL.

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York.

A. Force Majeure

Either party may be excused for delay or failure to perform under this
Agreement if such delay or failure is due to the direct or indirect
result of acts of God or government, war or national emergency, or for
any cause beyond the reasonable control of either party.

B. Entire Agreement

This Agreement and any attachments hereto and the material incorporated
herein by reference set forth the entire agreement between the parties,
and supercede all prior representations, agreements and understandings,
written or oral. Changes in the Agreement may be made only in a writing
signed by both the parties hereto.

C. Notices

All notices or other communications under this Agreement shall be in
writing and, unless otherwise specifically provided for herein, shall be
deemed given when addressed

(a) if to GFG:

Mr. Jerome S. Golden
The Golden Financial Group:
909 Third Avenue
New York, NY 10022

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<PAGE>
With a copy to Bernard R. Beckerlegge

(b) if to Golden American:

Mr. Fred H. Davidson
Golden American Life Insurance Company
909 Third Avenue
New York, NY 10022

Mr. James G. Kaiser
Directed Services, Inc.
909 Third Avenue
New York, NY 10022

D. Successors, Assigns

This Agreement shall be binding upon and shall insure to the benefit of
the parties and their respective successors and assigns. Neither this
Agreement nor any right hereunder may be assigned without the written
consent of the other parties.

E. Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

F. Severability

If any term or provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of terms
and provisions of this Agreement shall remain in full force and effect
and shall not be affected or impaired thereby.

G. Counterparts

This Agreement may be executed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

Attest: GOLDEN AMERICAN LIFE INSURANCE COMPANY

____________________ ____________________________
Bernard R. Beckerlegge Fred H. Davidson
Secretary President

Attest: DIRECTED SERVICES, INC.

____________________ ____________________________
David J. Pearlman James G. Kaiser
Secretary President

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<PAGE>

<PAGE>
<PAGE>
EXHIBIT 3(b)
DEALERS AGREEMENT

AGREEMENT dated __________, by and between Directed
Services, Inc. ("Distributor"), a New York corporation and
__________ ("Broker/Dealer"), a __________
(corporation)(partnership).

WITNESSETH

In consideration of the mutual promises contained herein,
the parties hereto agree as follows:

A. DEFINITIONS

1. Account - The Western Capital Specialty Managers Separate
Account B ("Account") established and maintained by Golden
American Life Insurance Company, ("Golden American"), a
Minnesota corporation, pursuant to the laws of Minnesota, as
applicable, to fund the benefits under annuity contracts
offered through the Account.

2. Annuity Contracts - Deferred Variable Annuity and Variable
Annuity Certain contract which may be issued by Golden
American and for which Distributor has been appointed
principal under writer pursuant to a Distribution Agreement,
a copy of which has been furnished to Broker/Dealer.

3. Prospectus - The Prospectus relating to the Annuity
Contracts and the Account, including financial statements
and all exhibits.

4. 1933 Act - The Securities Act of 1933, as amended.

5. 1934 Act - The Securities Exchange Act of 1934, as amended.

6. SEC - The Securities and Exchange Commission.

B. AGREEMENTS OF DISTRIBUTOR

1. Pursuant to the authority delegated to it by Golden
American, Distributor hereby authorizes Broker/Dealer during
the term of this Agreement to solicit application for the
Annuity Contracts from eligible persons provided that
Broker/Dealer has been notified by Distributor that the
Annuity Contracts are qualified for sale under all
applicable securities and insurance laws. In connection
with the solicitation of applications for Annuity Contracts,
Broker/Dealer is hereby authorized to offer riders that are
available with Annuity Contracts in accordance with
instructions furnished by Distributor or Golden American.

2. Distributor, during the term of this Agreement, will notify
Broker/Dealer of the issuance by the SEC of any stop order
with respect to the offering of Annuity Contracts and of any
other action or circumstance that may prevent the lawful
sale of Annuity Contracts in any state or jurisdiction.

3. During the term of this Agreement, Distributor shall advise
Broker/Dealer of any amendment to the Prospectus or any
amendment or supplement thereto.

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C. AGREEMENTS OF BROKER/DEALER

1. It is understood and agreed that Broker/Dealer is a
registered Broker/Dealer under the 1934 Act and a member of
the National Association of Securities Dealers, Inc. and
that the agents or representatives of Broker/Dealer who will
be soliciting applications for Annuity Contracts also will
be duly registered representatives of Broker/Dealer.

2. Commencing at such times as Distributor and Broker/Dealer
shall agree upon, Broker/Dealer agrees to use its best
efforts to find purchasers for the Annuity Contracts
acceptable to Golden American. In meeting its obligation to
use its best efforts to solicit applications for the Annuity
Contracts, Broker/Dealer shall, during the terms of this
Agreement, engage in the following activities:

a. Continuously utilize only such training, sales and
other materials as have been approved by Golden
American;

b. Establish and implement reasonable procedures for
periodic inspections and supervision of sales practices
of its agents or representatives and submit periodic
reports to Distributor as may be requested on the
results of such inspections and the compliance with
such procedures.

c. Broker/Dealer shall take reasonable steps to ensure
that the various representatives appointed by
Broker/Dealer shall not make recommendations to an
applicant to purchase an Annuity Contract in the
absence of reasonable grounds to believe that the
purchase of an Annuity Contract is suitable for such
applicant. While not limited to the following, a
determination of suitability shall be based on
information furnished to Golden American after
reasonable inquiry concerning the applicant's insurance
and investment objectives and financial situation and
needs.

3. All payments for an Annuity Contract collected by agents or
representatives of Broker/Dealer shall be held at all times
ina fiduciary capacity and shall be remitted promptly in
full together with such applications, forms and other
required documentation to an office of Golden American
designated by Distributor. Checks or money orders in
payment of premiums shall be drawn to the order of Golden
American. Broker/Dealer acknowledges that Golden American
retains the ultimate right to control the sale of Annuity
Contracts and that the Distributor or Golden American shall
have the unconditional right to reject, in whole or in part,
any application for an Annuity Contract. In the event
Golden American or Distributor rejects an application,
Golden American immediately will return all payments
directly to the purchasers and Broker/Dealer will be
notified of such action.

4. Broker/Dealer shall act as an independent contractor, and
nothing herein contained shall constitute Broker/Dealer, its
agents or representatives, or any employees thereof as
employees of Golden American or Distributor in connection
with the solicitation of applications for Annuity Contracts.
Broker/Dealer, its agents or representative, and its
employees shall not hold themselves out to be employees of
Golden American or Distributor in this connection or in any
dealings with respect to Annuity Contracts.

5. Broker/Dealer agrees that it will not develop, or use any
sales, training, explanatory or other materials in
connection with the solicitation of applications for Annuity
Contracts hereunder without the prior written consent of
Distributor of Golden American.

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<PAGE>
6. Solicitation and other activities by Broker/Dealer shall be
undertaken only in accordance with the applicable laws and
regulations. No agent or representative of Broker/Dealer
shall solicit applications for Annuity Contracts until duly
licensed and appointed by Golden American as an annuity and
variable contract Broker/Dealer or agent of Golden American
in the appropriate states or other jurisdictions.
Broker/Dealer shall ensure that such agents or
representative fulfill any training requirements necessary
to be licensed. Broker/Dealer understands and acknowledges
that neither it nor its agents or representative is
authorized by Distributor or Golden American to give any
information or make representation in connection with this
Agreement or the offering of an Annuity Contract other than
those contained in the Prospectus or other solicitation
material authorized in writing by Distributor or Golden
American.

7. Broker/Dealer shall not have authority on behalf of
Distributor or Golden American to make, alter or discharge
any form with respect to an Annuity Contract; waive any
forfeiture, extend the time of paying any premium; or
receive any monies or premiums due to Golden American,
except as set forth in Section C.3. of this Agreement.

8. Broker/Dealer shall have the responsibility for maintaining
all records of pertaining to its representatives, who are
licensed, registered and otherwise qualified to sell Annuity
Contracts. Broker/Dealer shall maintain such other records
as are required of it by applicable laws and regulations.
The books, accounts and records of Broker/Dealer relating to
the sale of Annuity Contracts shall be maintained so as to
clearly and accurately disclose the nature and details of
the transactions. All records maintained by Broker/Dealer
in connection with this Agreement shall, upon request,
become the property of Golden American and shall, in any
event, be delivered to Golden American upon termination of
this Agreement, free from any claims or retention of rights
by Broker/Dealer. Nothing in this Section C.8. shall be
interpreted to prevent Broker/Dealer from retaining copies
of any such records which Broker/Dealer in its discretion,
deems necessary or desirable to keep. The Broker/Dealer
shall keep confidential all information obtained pursuant to
this Agreement and may disclose such information only if
Golden American has authorized such disclosure, or its
disclosure is expressly required by applicant, federal or
state regulatory authorities. Broker/Dealer shall promptly
notify Distributor of any such demand or request, and shall
afford Distributor and Golden American the opportunity to
contest the same before providing records to any regulatory
authorities.

D. COMPENSATION

1. Pursuant to the Distribution Agreement between the
Distributor and Golden American, Distributor shall cause
Golden American to arrange for the payment of commissions to
Broker/Dealer as compensation for the sale of Annuity
Contracts sold by an agent or representative of
Broker/Dealer. The amount of such compensation shall be
based on a schedule to be determined by Golden American.
Golden American should identify to Broker/Dealer with each
such payment the name of the agent or representative of
Broker/Dealer who solicited the Annuity Contract covered by
the payment.

2. Neither Broker/Dealer nor any of its agents or
representatives shall have any right to withhold or deduct
any part of any premium it shall receive for purposes of
payment of commission or otherwise. Neither Broker/Dealer
nor any of its agents or representatives shall have an
interest in any compensation paid by Golden American to
Distributor, now or hereafter, in connection with the sale
of Annuity Contracts hereunder.

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<PAGE>
E. COMPLAINTS AND INVESTIGATIONS

Broker/Dealer and Distributor jointly agree to cooperate
fully in any insurance regulatory investigation or
proceeding or judicial proceeding arising in connection with
the Annuity Contracts marketed under this Agreement.
Broker/Dealer and Distributor further agree to cooperate
fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to
Broker/Dealer, Distributor, their affiliates and their
agents or representatives to the extent that such
investigation o proceeding is in connection with an Annuity
Contract marketed under this Agreement. Broker/Dealer shall
furnish applicable federal and state regulatory authorities
with any information or reports in connection with its
services under this Agreement which such authorities may
request in order to ascertain whether Golden American's
operations are being conducted in a manner consistent with
any applicable law ore regulation.

F. TERM OF AGREEMENT

1. This Agreement shall continue in force for one year from its
effective date and thereafter shall automatically be renewed
every year for a further one year period; provided that
either party may unilaterally terminate this Agreement upon
thirty (30) days written notice to the other party of its
intention to do so.

2. Upon termination of this agreement, all authorizations,
rights and obligations shall cease except (a) the agreements
contained in Section C.8. and Section E hereof; (b) the
indemnity set for the in Section G hereof; and (c) the
obligations to settle accounts hereunder, including
commission payments for Annuity Contracts in effect at the
time of termination or issued pursuant to applications
received by Broker/Dealer prior to termination.

G. INDEMNITY

1. Broker/Dealer shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement.

2. Distributor agrees to indemnify and hold harmless
Broker/Dealer and each officer or director of Broker/Dealer
against any losses, claims, damages or liabilities, joint or
several, to which Broker/Dealer or such officer or director
may become subject, under the 1933 Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact, required to be stated therein or necessary to make the
statements therein not misleading, contained in the
Prospectus or any amendment thereof provided by Golden
American or by the Distributor.

3. Broker/Dealer agrees to indemnify and hold harmless Golden
American and Distributor and each of their current and
former directors and officers and each person if any, who
controls or has controlled Golden American or Distributor
within the meaning of the 1933 Act or the 1934 Act, against
any losses, claims or damages or liabilities to which Golden
American or Distributor and any such director or officer or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon:
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<PAGE>
a. Any verbal or written misrepresentations or any
unlawful sales practices concerning Annuity Contracts
by Broker/Dealer;

b. Claims by agents or representatives or employees of
Broker/Dealer for commissions, service fees,
development allowances or other compensation or
remuneration of any type; or

c. The failure of Broker/Dealer, its officers, employees,
or agents to comply with the provisions of this
Agreement.

Broker/Dealer will reimburse Golden American and
Distributor and any director or officer or controlling
person of either for any legal or other expenses
reasonably incurred by Golden American, Distributor, or
such director officer or controlling person in
connection with investigating or defending any such
loss, claims, damage liability or action. This
indemnity agreement will be in addition to any
liability which Broker/Dealer may otherwise have.

H. ASSIGNABILITY

This Agreement shall not be assigned by either party without
the written consent of the other, and any assignment without
such written consent shall be void.

I. GOVERNING LAW

This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.

Attest: DIRECTED SERVICES, INC.

____________________ ______________________________

Attest: BROKER/DEALER

____________________ ______________________________
Secretary President

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<PAGE>

<PAGE>
<PAGE>
EXHIBIT 3(c)

ORGANIZATIONAL AGREEMENT AMONG

WESTERN CAPITAL SPECIALTY MANAGERS TRUST

and

WESTERN CAPITAL VARIABLE ADVISORS CORP.

and

GOLDEN AMERICAN LIFE INSURANCE COMPANY

Agreement dated as of December 28, 1988, (the "Agreement"),
by and among Western Capital Specialty Managers Trust ("Trust"),
Western Capital Variable Advisors Corp. ("Western Capital") and
Golden American Life Insurance Company ("Golden American"), on
its own behalf and on behalf of any separate accounts of Golden
American shown on Exhibit A hereto (the "Variable Accounts").

WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940
("ICA"), as amended, and shares of the portfolios of the Trust
are registered under the Securities Act of 1933 ("Securities
Act") as amended, and the Trust will initially consist of seven
separate series; and

WHEREAS, shares of the series of the Trust shown on Exhibit
B ("Series") will be sold to the Variable Accounts to fund
benefits under variable life insurance policies which may
include variable life insurance policies classified as modified
endowment contracts, and variable annuity contracts (all of such
life insurance policies and annuity contracts referred to
collectively as the "Policies") to be issued by Golden American
through the Variable Accounts after the Trust's Registration
Statement is declared effective by the Securities and Exchange
Commission ("SEC"); and

WHEREAS, Western Capital will act as the Trust's Manager,
pursuant to a Management Agreement, a copy of which is attached
hereto as Exhibit C, to be entered into by Western Capital and
the Trust; and

WHEREAS, Western Capital is, and for the duration of this
Agreement, will remain if required by applicable law, duly
registered as an investment adviser under the Investment
Advisers Act of 1940.

NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth, the parties
hereby agree as follows:
<PAGE>
<PAGE>
2

1. Western Capital and the Trust will take all such actions
as are necessary to permit the sale of the shares of
each Series to the Variable Accounts including, but not
limited to, organization of the Trust, as a
Massachusetts business Trust and registration of the
Trust under the ICA and registration of the shares of
each Series under the Securities Act. Western Capital
and the Trust shall amend the Registration Statement for
the Trust from time to time as required in order to
effect the continuous offering of shares of each Series
of the Trust. The Trust's responsibility to make shares
of the Series available to the Variable Accounts shall
be governed by the Settlement Agreement among the Trust,
the Variable Accounts and Western Capital; Financial
Group.

2. Western Capital will pay, on behalf of the Trust, all
expenses of the Trust incurred on or prior to the
commencement of operations of the Trust, including, but
not limited to, legal fees, auditing fees, SEC
registration fees, and organizational fees, that are
determined to be "organizational costs" of the Trust
(the "Organizational Costs").

3. Such Organizational Costs will be recovered by Western
Capital from the Trust over a period not less than five
years.

4. Golden American agrees that prior to the effective date
of the Registration Statement for the Trust, Golden
American or an affiliate shall invest $100,000 in the
Trust subject to the understanding that at such time
Golden American or its affiliate has no current
intention of reselling the shares so acquired. All
redemptions by Golden American or its affiliate of any
part of its investment in the Trust will be effected in
accordance with any applicable legal standards.

5. With respect to any of the Policies funded by the
Variable Accounts, Golden American agrees as follows:

a. That any prospectus offering a life insurance
contract funded by one of the Variable Accounts where
it is reasonable probable that such contract would be a
"modified endowment contract," as that term is defined
in Section 7702A of the Internal Revenue Code of 1986,
as amended (the "Code"), will identify such a contract
as a modified endowment contract (or policy); and

b. That Golden American will take all necessary steps
to ensure that any contract (or policy), including life
insurance policies classified as modified
endowment

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<PAGE>
3
contracts, and funded by one of the Variable Accounts,
will qualify as a life insurance contract under Section
7702 of the Code, and Golden American will immediately
notify the Trust and Western Capital upon having a
reasonable basis for believing that the Policies have
ceased to be so treated or that they might not be so
treated in the future; and

c. That Golden American will take all necessary steps
to ensure that any contract described n its prospectus
as a annuity and funded by one of the Variable Accounts
will qualify as an annuity under Section 72 of the
Code.

6. Golden American will take all necessary steps to ensure
that the Policies will be registered under the
Securities Act during the term of this Agreement and
that the Policies will be issued in compliance with all
applicable federal and state laws.

Golden American shall amend the Registration Statements
respecting the Policies from time to time as required to
effect the continuous offerings of the Policies. Golden
American represents and warrants that it is an insurance
company duly organized and in good standing under
Minnesota law, that it has established each Variable
Account shown on Exhibit A as a duly organized, validly
existing segregated asset account, established by
resolutions of the Board of Directors of Golden
American; and that the Variable Accounts are, and will
be during the term if this Agreement, duly registered
unit investment Trusts under the ICA to serve as
segregated investment accounts for the Policies. Golden
American will pay all expenses in connection with
organizing the Variable Accounts, developing the
Policies and preparing and filing with the SEC
Registration Statements for the Policies, obtaining
authorizations to offer the Policies in the various
states and other initial expenses associated with the
Policies.

7. Golden American shall vote shares of each Series of the
Trust held in a Variable Account or a division thereof
at regular and special meetings of the Trust in
accordance with instructions timely received by Golden
American (or its designated agent) from owners of
Policies funded by such Variable Accounts or division
thereof having a voting interest in the Series. Golden
American shall vote shares of a Series of the Trust held
in a Variable Account or a division thereof that are
attributable to the Policies as to which no timely
instructions are received, as well as shares not
attributable to the Policies and owned beneficially by
Golden American in the same proportion as the votes cast
by owners of the Policies funded by that Variable
Account or division thereof having a voting interest in
the Series from whom instructions have been timely
received. Golden American shall vote shares of each
Series of the Trust held in its general account, if any,
in the same proportion as the votes cast with respect to

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<PAGE>
4
shares of the Series held in all Variable Accounts of
Golden American or divisions thereof, in the aggregate.
In the event of a shareholder meeting, Golden American
agrees to provide the Trust and/or Western Capital with
a list of the names and addresses of owners of the
Policies within five (5) days of receipt of a written
request for such list. The party requesting such list
shall bear the reasonable cost incurred by Golden
American in preparing and providing such list, which
shall be paid upon delivery of the list. Golden
American further agrees to provide notice to the Trust
and to Western Capital if Golden American or an
affiliate has reason to know about a meeting of owners
of the Policies or shares of the Trust. In the event
that a vote of shareholders of the Trust is held prior
to the sale of any Policies, Golden American or its
affiliate will vote shares of the Trust acquired with
its investment of $100,000 an any other amounts invested
for initial capitalization as instructed by Western
Capital.

8. Western Capital and the Trust will use reasonable
efforts to manage each Series of the Trust so that each
such Series will qualify as a "Regulated Investment
Company" under Subchapter M of the Code and will use
reasonable efforts to maintain such qualification and
will notify Golden American immediately upon having a
reasonable basis for believing that the Trust (or any
Series thereof) has ceased to so qualify or might not so
qualify in the future. Golden American shall also
notify the Trust and Western Capital immediately upon
having a reasonable basis for believing that the Trust
(or any Series thereof) has ceased to qualify as a
Regulated Investment Company or might not so qualify in
the future, PROVIDED HOWEVER, that Golden American's
agreement to notify Western Capital and the Trust with
respect to any matter contained in this paragraph will
in no way alleviate or relive Western Capital's and the
Trust's responsibility under this Section 8.

9. Western Capital and the Trust will take all necessary
steps to ensure that the Trust (and each Series thereof)
will comply with the diversification provisions of
Section 817(h) of the Code and the regulations issued
thereunder relating to the diversification requirements
for variable life insurance policies and variable
annuity contracts and any prospective amendments or
other modifications to Section 817 or regulations
<PAGE>
<PAGE>
5
thereunder and will notify Golden American immediately
upon having a reasonable basis for believing that the
Trust (or any Series thereof) has ceased to comply.

Golden American shall notify the Trust and Western
Capital immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has
ceased to comply with the diversification provisions of
Section 817(h) of the Code or the regulations issued
thereunder and any prospective amendments or other
modifications to Section 817 or regulations thereunder,
PROVIDED HOWEVER, that Golden American's agreement to
notify Western Capital and the Trust with respect to the
above matter contained in this Section 9 will in no way
alleviate or relieve Western Capital's and the Trust's
responsibility under this Section 9.

Western Capital or the Trust or both of them shall be
entitled to receive and act upon advice of counsel to
Western Capital or the Trust to meet the requirements
specified in Sections 8 and 9 and shall be without
liability for any action taken or a thing done (or for
any omission to act) in reliance upon such advice.
Golden American shall promptly notify the Trust and
Western Capital of any pertinent changes, modifications
to, or interpretations of Section 817(h) of the Code and
the regulations issued thereunder and any successor
thereto, or any prospective amendments or other
modifications to Section 817 or regulations thereunder.

For purposes of monitoring whether the Trust and the
Variable Accounts are eligible for the start-up period
during which the Variable Accounts shall be considered
to be adequately diversified under paragraph (c)(2)(i)
of Tres. Reg. SS 1.817-5T (or any successor thereof),
Golden American shall monitor amounts allocated to the
Variable Accounts or (divisions thereof) ("Allocated
Amounts") by owners of Policies funded by the Variable
Accounts (or divisions thereof) during the first year
after any amount received under one of the Policies is
first allocated to any Variable Account (or division
thereof) ("First Year") to ensure that no more than
thirty (30) percent of the amount allocated to any
Variable Account (or division thereof), as of any date
during such year, is attributable to premium and
investment income that was received more than one year
before such date (the percentage of such Allocated
Amount being referred to hereafter as the "Old Money
Percentage"). For this purpose, premium income and
investment income shall be treated as received as
provided in Tres. Reg. SS 1.817-5(T) (or any
successor

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<PAGE>
6
thereto) or other applicable law and determination under
this provision shall be made consistent with Tres. Reg.
SS 1.817-5T(c)(2) or any successor thereto.

Golden American will notify Western Capital immediately
in the event that the Old Money Percentage equals or
exceeds twenty (20) percent as of any date during the
First Year, determined as prescribed above; and in the
event that the Old Money Percentage equals or exceeds
thirty (30) percent during the First Year, shall notify
Western Capital and the Trust immediately and advise
such parties that the Variable Accounts shall no longer
be considered adequately diversified during the First
Year under paragraph (c)(2)(i) of Regulation 1.817-5T.
Golden American agrees that Western Capital and the
Trust shall not be liable for failure to meet their
responsibilities under this Section 9 during the First
Year if Golden American fails to comply with the
monitoring and notice responsibilities specified in this
Section 9.

10. The Trust and Western Capital agree that separate
accounts of Golden American and of other insurance
companies acceptable to the Trust and Western Capital
will have the right to purchase and sell shares of the
Series of the Trust. The Variable Accounts agree that
they will invest only in shares of the Trust.

11. Western Capital and the Trust will provide Golden
American and its auditors with any information it may
reasonable request, and with access to such books and
records that relate to the ordinary operating expenses
of the Trust.

12. The Trust will not sell or permit the sale of shares of
the Trust to separate accounts of life insurance
companies that are not affiliates of Golden American
without first obtaining an appropriate exemptive order
from the SEC, unless the rules under the ICA are amended
to permit "shared funding" without first obtaining
individual exemptive relief. With respect to serving as
the common investment vehicle for (1) both variable
annuity contracts and variable life insurance policies,
or (2) for variable life insurance policies of one
insurer and variable life insurance policies and/or
variable annuity contracts of another insurer, the
parties agree to comply with any conditions imposed
under any exemptive order issued by the Securities and
Exchange Commission, or as specified in Rule 6e-2, or
Rule 6e-3(T) under the ICA, or, if permanently adopted,
Rule 6e-3, as amended, whichever is applicable.

13. Each party hereto shall cooperate with each other party
and all appropriate governmental authorities having
jurisdiction (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit

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<PAGE>
7
such authorities reasonable access to its books and
records in connection with any investigation or inquiry
relating to this Agreement or the transactions
contemplated hereby.

Golden American agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Trust or
concerning the Trust in connection with the offer or
sale of the Policies other than the information or
representations contained in the Registration Statement
for the Trust's shares, as such Registration Statement
may be amended or supplemented from time to time, or in
reports or proxy statements for the Trust, or in sales
literature or other promotional material approved by the
Trust or Western Capital, except with the written
permission of the Trust or Western Capital.

Western Capital agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Policies
or concerning the Policies in connection with the offer
or sale, other than the information or representations
contained in the Registration Statement for the
Policies, as such Registration Statement may be amended
or supplemented from time to time, or in reports for the
Polices or in sales literature or other promotional
material approved by Golden American or its affiliates,
except with the written permission of Golden American or
its affiliates.

14. Western Capital shall, at its own expense, or if
appropriate, the expense of the Trust, provide Golden
American with at least three complete copies of all
registration statements, prospectuses, statements of
additional information, sales literature and other
promotional materials, applications for exemptions,
request for no-action letters, and any and all
amendments to the foregoing, that relate to the Trust or
its shares, promptly after the filing of such document
with the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.

Golden American or its affiliate shall, at its own
expense, or if appropriate, the expense of the Trust,
provide Golden American with at least three complete
copies of all registration statements, prospectuses,
statements of additional information, sales literature
and other promotional materials, applications for
exemptions, request for no-action letters, and any and
all amendments to the foregoing, that relate to the
Policies promptly after the filing of such document with
the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.
<PAGE>
<PAGE>
8
15. (a) Subject to the limitations of subparagraphs (b)and (c)
of this Section 17 of this Agreement, Western Capital
agrees to indemnify and hold harmless Golden American
and each of its directors, officers, and employees and
each person, if any, who controls Golden American within
the meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
Western Capital) or litigation expenses (including legal
and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure by
Western Capital to provide the services and furnish the
materials under the terms of this Agreement to which it
is subject (including a failure to meet its
responsibilities under Sections 8 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach of any representation or warranty made
by Western Capital in this Agreement or arise out of or
result from any other material breach of this Agreement
by Western Capital.

(b) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.

(c) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall
have notified Western Capital in writing within a
reasonable time after the summons or other first legal
process giving the information of the nature of the
claim shall have been served upon such Indemnified Party
(or after such Indemnified Party shall have received
notice of such service on any designated agent), but
failure to notify Western Capital of any such claims

<PAGE>
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9
shall not relieve Western Capital from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 15(a) of this Agreement. In case any action is
brought against the Indemnified Parties, Western Capital
will be entitled to participate, at its own expense, in
the defense thereof. Western Capital also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Western Capital's election to
assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Western Capital shall not be liable to
such party under this Agreement for any legal or other
expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.

(d) Subject to the limitations of subparagraphs (e) and (f)
of this Section 15 of this Agreement, the Trusts agrees
to indemnify and hold harmless Golden American and each
of its directors, officers, and employees and each
person, if any, who controls Golden American within the
meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
the Trust) or litigation expenses (including legal and
other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure of the
Trust to provide the services and furnish the materials
under the terms of this Agreement to which it is subject
(including a failure to meet its responsibilities under
Sections 8 and 9 of this Agreement); or (ii) arise out
of or result from any material breach of any
representation or warranty made by the Trust in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Trust.

(e) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad

<PAGE>
<PAGE>
10
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.

(f) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall
have notified the Trust in writing within a reasonable
time after the summons or other first legal process
giving the information of the nature of the claim shall
have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of
such service on any designated agent), but failure to
notify the Trust of any such claims shall not relieve
the Trust from any liability which it may have to the
Indemnified Party against whom such action is brought
otherwise than on account of Section 15(d) of this
Agreement. In case any action is brought against the
Indemnified Parties, the Trust will be entitled to
participate, at its own expense, in the defense thereof.
the Trust also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in
the action, and, after notice to such party the Trust's
election to assume the dense thereof, the Indemnified
Party shall bear the fees and expenses of any additional
counsel retained by it, Western Capital shall not be
liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.

16. (a) Subject to the limitations of subsections (b) and
(c) of this Section 16 Golden American agrees to
indemnify and hold harmless Western Capital and the
Trust and each of its Trustees, directors, officers, and
employees and each person, if any, who controls Western
Capital or the Trust within the meaning of Section 15
of the Securities Act (collectively, the "Indemnified
Parties") against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with
the written consent of Golden American) or litigation
expenses (including legal and other expenses) to which
the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) or settlements are related

<PAGE>
<PAGE>
11
to the operation of the Variable Account or Trust, and:
(i) arise as a result of any failure of Golden American
or any of its affiliates to provide the services and
furnish the materials under the terms of this Agreement
to which it is subject (including a failure to meet its
responsibilities under Sections 5 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach by Golden American or any of its
affiliates of any representation or warranty made by
Golden American in this Agreement by Golden American or
arise out of or result from any other material breach of
this Agreement by Golden American or any of its
affiliates.

(b) Golden American shall not be liable under Section 16 of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Western Capital or
the Trust, whichever is applicable.

(c) Golden American shall not be liable under Section 16
with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified
Golden American in writing within a reasonable time
after the summons or other first legal process giving
the information of the nature of the claim shall have
been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such
service on any designated agent), but failure to notify
Golden American of any such claim shall not relieve
Western Capital or its affiliates from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 16 of this Agreement. In case any action is
brought against the Indemnified Parties, Golden American
will be entitled to participate, at its own expense, in
the defense thereof. Golden American also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Golden American's election to
assume the dense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Golden American shall not be liable
to

<PAGE>
<PAGE>
12
such party under this Agreement for any legal or other
expenses subsequently incurred by such party
independently in connection with the defense thereof
other than reasonable costs of investigation.

17. Each party of this Agreement agrees to promptly notify
the other parties of the commencement of any litigation
or proceedings against it or any of its officers,
Trustees, directors or employees in connection with this
Agreement, the issuance or sale of the Policies, the
operation of a Variable Account, or the sale or
acquisition of shares of the Trust.

18. This Agreement may be terminated without cause by any of
the parties upon giving one hundred and twenty (120)
days' written notice of to the other parties, PROVIDED
HOWEVER, that if any party fails to carry out its
responsibilities enumerated under this Agreement in any
material respect, the other parties shall have the right
to terminate this Agreement immediately and further
provided, in the event the Trust is made available to
separate accounts of insurance companies other than
Golden American, that if a majority of the disinterested
Trustees determine that an irreconcilable material
conflict exists among the contract owners and
policyowners segregated asset accounts or the interests
of persons for which the Trustees are required to
monitor under the conditions referred to in Section 12
of this Agreement, then any party shall have the right
to terminate this Agreement immediately. Upon
termination of this Agreement, all authorizations,
rights and obligations under this Agreement, except for
the provisions contained in Sections 15 and 16 hereof,
shall cease.

19. Unless earlier terminated pursuant to Section 18 hereof,
this Agreement shall remain in effect for a one year
period beginning on its date of execution and will
continue thereafter in effect from year to year. Upon
termination of this Agreement, all authorizations,
rights and obligations impose on the parties under this
Agreement except for the indemnification provisions
contained in Section 15 and 16 above shall cease. The
parties further agree that in the event of a termination
of this Agreement, each party shall cooperate with the
other parties to ensure that existing policy owners will
not suffer any adverse consequences resulting from such
termination.

20. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws
of the State of New York.
<PAGE>
<PAGE>
13
21. This Agreement shall be subject to the provisions of the
Securities Act, the Securities Exchange Act of 1934 and
the ICA and the rules, regulations and rulings
thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in
accordance therewith. The term "affiliate" as used in
this Agreement shall mean an "affiliated person" as
defined in Section 2(a)(3) of the Investment Company
Act. This Agreement may not be assigned by any party
without the written consent of the other parties to this
Agreement.

22. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby.

23. Any notice shall be sufficiently given when sent by
registered or certified mail to the other parties at the
address of such parties set fort below or at such other
address as such party may from time to time specify in
writing to the other parties:

To: Golden American Life Insurance Company
909 Third Avenue, 19th Floor
New York, New York 10022

To: Western Capital Specialty Managers Trust
1925 Century Park East, Suite 2350
Los Angeles, CA 90067

with a copy to
Jeffrey S. Puretz
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005

To: Western Capital Variable Advisors Corp.
1925 Century Park East, Suite 2350
Los Angeles, CA 90067

24. The rights remedies and obligations contained in this
Agreement are cumulative and are in addition to any and
all rights, remedies and obligations, at law or in
equity, which the parties hereto are entitled to under
state or federal laws.

25. A copy of the Trust's Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts.
The Declaration of Trust has been executed on behalf of
the Trust by certain Trustees in their capacity as
Trustees of the Trust and not individually. The
obligations of this Agreement shall be binding upon the
assets and property of the Trust and shall not be

<PAGE>
<PAGE>
14
binding upon any Trustee, Officer, employee or
shareholder of the Trust individually.
<PAGE>
<PAGE>
15
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.

WESTERN CAPITAL SPECIALTY MANAGERS TRUST

By: /s/ Charles F. Parisi
---------------------
Charles F. Parisi
President

Attest: /s/ William C. Richardson
-------------------------
Name: William C. Richardson
Title: President

WESTERN CAPITAL VARIABLE ADVISORS CORP.

By: /s/ Charles F. Parisi
---------------------
Charles F. Parisi
President

Attest: /s/ William C. Richardson
-------------------------
Name: William C. Richardson
Title: President

GOLDEN AMERICAN LIFE INSURANCE COMPANY

By: /s/ Fred H. Davidson
--------------------
Fred H. Davidson
President

Attest: /s/ Bernard R. Beckerlegge
--------------------------
Name: Bernard R. Beckerlegge
Title: Secretary
<PAGE>
<PAGE>
16

GOLDEN AMERICAN LIFE INSURANCE COMPANY
on behalf of the Variable Accounts

By: /s/ Fred H. Davidson
--------------------
Fred H. Davidson
President

Attest: /s/ Bernard R. Beckerlegge
--------------------------
Name: Bernard R. Beckerlegge
Title: Secretary
<PAGE>
<PAGE>
EXHIBIT A TO

ORGANIZATIONAL AGREEMENT AMONG

WESTERN CAPITAL SPECIALTY MANAGERS TRUST

and

WESTERN CAPITAL VARIABLE ADVISORS CORP.

and

GOLDEN AMERICAN LIFE INSURANCE COMPANY

The Western Capital Specialty Managers Separate Account A

The Western Capital Specialty Managers Separate Account B

<PAGE>
<PAGE>
EXHIBIT B TO

ORGANIZATIONAL AGREEMENT AMONG

WESTERN CAPITAL SPECIALTY MANAGERS TRUST

and

WESTERN CAPITAL VARIABLE ADVISORS CORP.

and

GOLDEN AMERICAN LIFE INSURANCE COMPANY

Multiple Allocation Series

Fully Managed Series

Limited Maturity Bond Series

Natural Resources Series

Real Estate Series

All-Growth Series

Liquid Asset Series
<PAGE>
<PAGE>

<PAGE>
<PAGE>
EXHIBIT 3(d)
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
1925 Century Park East, Suite 2350
Los Angeles, California 90067

April 13, 1989

Western Capital Variable Advisors
Corporation
1925 Century Park East, Suite 2350
Los Angeles, California 90067

Golden American Life Insurance Company
909 Third Avenue, 19th Floor
New York, New York 10022

Re: ADDENDUM TO ORGANIZATIONAL AGREEMENT

Dear Sirs:

The Organizational Agreement dated as of December 28, 1988
by and among Western Capital Specialty Managers Trust("Trust"),
Western Capital Variable Advisors Insurance Corporation ("Western
Capital"), and Golden American Life Insurance Company ("Golden
American") on its own behalf and on behalf of Western Capital
Specialty Managers Separate Accounts A and B is hereby amended by
adding thereto the following provisions:

"Western Capital agrees to waive its management fee
with respect to the Liquid Asset Series, otherwise
payable under the Management Agreement between Western
Capital and the Trustin an amount at an annual rate
equal to .20% of the average daily net assets of the
Liquid Asset Series, during the period from April 13,
1989 to December 31, 1989.

In addition, Western Capital and Golden American each
agrees to pay the Trust one half of the amount by which
the remaining expenses, other than extraordinary
expenses, incurred by the Trust on behalf of the Liquid
Asset Series between April 13, 1989 and April 13, 1990
exceed 0.8% of the Liquid Asset Series' average daily
net assets during such period. Western

<PAGE>
<PAGE>
Capital and Golden American each further agrees to pay
the Trust one half of the amount by which expenses,
other than extraordinary expenses, incurred by the
Trust in behalf of the Limited Maturity Bond Series
between April 13, 1989 and April 13, 1990 exceed 1.0%
of the Limited Maturity Bond Series' average daily net
assets during such period. Such payments shall be made
(1) on December 31, 1989 with respect to expenses
incurred by the Trust between April 13, 1989 and
December 31, 1989, and (2) on April 13, 1990 with
respect to expenses incurred by the Trust between
January 1, 1990 and April 13, 1990."

If you are in agreement with the foregoing, please sign the
form of acceptance on the enclosed counterpart hereof and return
the same to us.

Very truly yours,

Western Capital Specialty
Managers Trust

By: /s/ Charles F. Parisi
----------------------
President

The foregoing Addendum to the
Organizational Agreement dated
December 28, 1988 is hereby
accepted as of the date first
above written

Western Capital Variable Advisors Corporation

By: /s/ Charles F. Parisi Date: 5/31/89
------------------------ --------
President

Golden American Life Insurance Company

By: /s/ F. H. Davidson Date: 6/7/89
------------------------ --------

- 2 -
<PAGE>
<PAGE>

<PAGE>
<PAGE>
EXHIBIT 3(d)(ii)

EXPENSE REIMBURSEMENT AGREEMENT
AMENDMENT NO. 1

This Amendment No. 1 to Expense Reimbursement Agreement
("Agreement") is entered into effective as of the 31st day of
December, 1991, by and between The Specialty Managers Trust (the
"Trust"), a Massachusetts business trust whose name is scheduled
to be changed to The GCG Trust on or about January 31, 1992, and
Directed Services, Inc., ("Manager"), a New York corporation.

WHEREAS, The Trust is an open-end diversified management
investment company issuing shares in several different classes,
each class known as a Series; and

WHEREAS, MB Variable Life Insurance Company, currently
conducting business in certain jurisdictions as Golden American
Life Insurance Company ("Golden American") and The Mutual Benefit
Life Insurance Company in Rehabilitation, successor to The Mutual
Benefit Life Insurance Company ("MBL"), through certain of their
respective separate accounts, invest in shares of the operating
Series of the Trust; and

WHEREAS, the parties hereto wish to limit the ordinary
operating expenses of the Trust borne by owners of the variable
annuities and variable life insurance policies issued or to be
issued by Golden American or MBL (the "Policies"); and

WHEREAS, the parties have previously entered into the
Agreement effective as of the 20th day of March, 1991, which
Agreement continues through the close of business on December 31,
1991; and

WHEREAS, the parties which to amend the Agreement;

NOW, THEREFORE, the parties do hereby agree as follows:

1. TERM OF AGREEMENT. The Agreement shall continue in full
force and effect and upon the same terms and conditions as
originally set forth through the close of business on April
30, 1992, except as set forth in Section 2 hereof.

2. REIMBURSEMENT OF EXPENSES OF THE SERIES OF THE TRUST.
Commencing February 17, 1992, and continuing through the
close of business on April 30, 1992, Manager hereby agrees
to pay the Trust the amount by which the ordinary operating
expenses of each of the Series exceeds the percentage of the
average net assets of each Series as set forth below:

(i) Liquid Asset Series .80%
(ii) Limited Maturity Bond Series .90%
(iii) All Growth Series 1.50%
(iv) Natural Resources Series 1.50%
(v) Real Estate Series 1.50%
(vi) Multiple Allocation Series 1.20%
(vii) Fully Managed Series 1.20%

IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.

DIRECTED SERVICES, INC.

By: /S/ Bernard R. Berkerlegge
--------------------------

THE SPECIALTY MANAGERS TRUST

By: /S/ Fred H. Davidson
--------------------------
<PAGE>
<PAGE>

<PAGE>
<PAGE>
EXHIBIT 3(e)

ASSIGNMENT AGREEMENT FOR
ORGANIZATIONAL AGREEMENT

AGREEMENT, made this _____ day of __________, 1991, by and
among Specialty Advisors Corp. ("SAC") (formerly Western Capital
Variable Advisors Corp.), a California corporation; Directed
Services, Inc. ("DSI"), a New York corporation; Golden American
Life Insurance Company ("Golden American"), a stock life
insurance company incorporated under the laws of the State of
Minnesota, on its own behalf and on behalf of any separate
accounts of Golden American shown on Exhibit A of the
Organizational Agreement, as defined below; and The Specialty
Managers trust, a Massachusetts business Trust("Trust").

WHEREAS, the Trust is registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended ("Act"), and
the Trust issues shares in several different classes, each of
which is known as a "Series"; and

WHEREAS, the Trust, SAC and Golden American entered into an
Organizational Agreement dated December 28, 1988 ("Organizational
Agreement"); and

WHEREAS, SAC has served as Manager to the Trust pursuant to
a Management Agreement between the Trustand SAC dated November 1,
1988; and

<PAGE>
<PAGE>
WHEREAS, the Trustand SAC have terminated the Management
Agreement with SAC, effective at the close of business on March
20, 1991; and

WHEREAS, commencing March 21, 1991, DSI has agreed to serve
as manager to the Trust pursuant to a new Management Agreement
between the Trustand DSI dated March 20, 1991; and

WHEREAS, SAC Golden American and the Trust desire to assign
SAC's interest in the Organizational Agreement to DSI and DSI
desires to be the assignee of SAC's interest.

NOW, THEREFORE, it is agreed as follows:

1. ASSIGNMENT. Effective as of March 21, 1991, SAC hereby
assigns to DSI all of its interest in the Organizational
Agreement.

2. PERFORMANCE OF DUTIES. DSI hereby assumes and agrees
to perform all of SAC's duties and obligations under the
Organizational Agreement and be subject to all of the terms and
conditions of said Agreement as if they applied to SAC. DSI
shall not be responsible for any claim or demand arising under
the Organizational Agreement from services rendered prior to the
effective date of this Assignment Agreement unless otherwise
agreed by DSI, and SAC shall not be responsible for any claim or
demand arising under the Organizational Agreement from services
rendered after the effective date of this Assignment Agreement
unless otherwise agreed by SAC.

-2-
<PAGE>
<PAGE>
3. REPRESENTATION OF DSI. DSI represents and warrants
that it is registered as an investment adviser under the
Investment Advisers Act of 1940 and will remain registered as
long as required by applicable law.

4. CONSENT. The Trust and Golden American hereby consent
to this assignment by SAC of its rights under the Organizational
Agreement to DSI and the assumption by DSI of SAC's interest in
such Agreement and the duties and obligations thereunder, and
agree, subject to the terms and conditions of said Agreement, to
look to DSI for the performance of the duties and obligations
formerly owed by SAC under said Agreement.

-3-
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this
Assignment Agreement to be executed by their duly authorized
officers hereunto duly attested as of the date and year written
above.

Specialty Advisors Corp.

_______________________ By: _______________________________
Attest

_______________________ _______________________________
Title Title

Directed Services, Inc.

_______________________ By: _______________________________
Attest

_______________________ _______________________________
Title Title

-4-
<PAGE>
<PAGE>
Golden American Life Insurance Company

_______________________ By: _______________________________
Attest

_______________________ _______________________________
Title Title

The Specialty Managers Trust

_______________________ By: _______________________________
Attest

_______________________ _______________________________
Title Title

-5-
<PAGE>
<PAGE>

<PAGE>
<PAGE>
EXHIBIT 4(a)
GOLDEN DEFERRED COMBINATION
AMERICAN VARIABLE AND FIXED
LIFE INSURANCE ANNUITY CONTRACT
COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE.
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
GOLDEN INVESTORS TRUST G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
This is a legal Contract between its Owner and us. PLEASE READ IT CAREFULLY.
In this contract YOU or YOUR refers to the Owner shown above. WE, OUR or US
refers to Golden American Life Insurance Company. You may allocate this
Contract's Accumulation Value among the Variable Separate Account, the General
Account and the Fixed Account shown in the Schedule.

If this Contract is in force, we will make income payments to you starting on
the Annuity Commencement Date. If the Owner dies prior to the Annuity
Commencement Date, we will pay a death benefit to the Beneficiary. The amount
of such benefits is subject to the terms of this Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A VARIABLE
SEPARATE ACCOUNT, MAY INCREASE OR DECREASE, DEPENDING ON THE CONTRACT'S
INVESTMENT RESULTS. ALL PAYMENTS AND VALUES, WHEN BASED ON THE FIXED ACCOUNT,
MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE
SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE.

RIGHT TO EXAMINE THIS CONTRACT: YOU MAY RETURN THIS CONTRACT TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE
IT. IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED. UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE,
ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE
DEDUCTED AS OF THE DATE THE RETURNED CONTRACT IS RECEIVED BY US.

Customer Service Center Secretary:
1001 Jefferson Street, Suite 400
Wilmington, Delaware 19801
President:

- ------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

GA-IA-1034-02/97
<PAGE>
<PAGE>
CONTRACT CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CONTRACT BENEFITS............... 14

PAYMENT AND INVESTMENT INFORMATION.3A CASH VALUE BENEFIT
THE VARIABLE SEPARATE ACCOUNTS.....3B PARTIAL WITHDRAWAL OPTION
THE GENERAL ACCOUNT................3C PROCEEDS PAYABLE TO THE BENEFICIARY
CONTRACT FACTS.....................3D
CHARGES AND FEES...................3E
INCOME PLAN FACTORS................3F CHOOSING AN INCOME PLAN......... 16

IMPORTANT TERMS .................... 4

INTRODUCTION TO THIS CONTRACT....... 6 ANNUITY BENEFITS
ANNUITY COMMENCEMENT DATE SELECTION
THE CONTRACT FREQUENCY SELECTION
THE OWNER THE INCOME PLAN
THE ANNUITANT THE ANNUITY OPTIONS
THE BENEFICIARY PAYMENT WHEN NAMED PERSON DIES
CHANGE OF OWNER OR BENEFICIARY
OTHER IMPORTANT INFORMATION..... 18
PREMIUM PAYMENTS AND ALLOCATION
CHANGES........................... 8
SENDING NOTICE TO US
INITIAL PREMIUM PAYMENT REPORTS TO OWNER
ADDITIONAL PREMIUM PAYMENT OPTION ASSIGNMENT - USING THIS CONTRACT
YOUR RIGHT TO CHANGE ALLOCATION OF AS COLLATERAL SECURITY
ACCUMULATION VALUE CHANGING THIS CONTRACT
WHAT HAPPENS IF A VARIABLE SEPARATE CONTRACT CHANGES - APPLICABLE
ACCOUNT DIVISION IS NOT AVAILABLE TAX LAW
MISSTATEMENT OF AGE OR SEX
NON-PARTICIPATING
HOW WE MEASURE THE CONTRACT'S PAYMENTS WE MAY DEFER
ACCUMULATION VALUE................ 9 AUTHORITY TO MAKE AGREEMENTS
REQUIRED NOTE ON OUR COMPUTATIONS
THE VARIABLE SEPARATE ACCOUNTS
THE GENERAL ACCOUNT
VALUATION PERIOD
ACCUMULATION VALUE
ACCUMULATION VALUE IN EACH DIVISION
MEASUREMENT OF INVESTMENT EXPERIENCE
CHARGES DEDUCTED FROM ACCUMULATION VALUE
ON EACH CONTRACT PROCESSING DATE

Copies of any application and any additional Riders and Endorsements are at
the back of this CONTRACT.

THE SCHEDULE

The Schedule gives specific facts about this Contract and its coverage.
Please refer to the Schedule while reading this Contract.

2
<PAGE>
<PAGE>
THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
Golden Investors Trust G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

PERCENTAGE OF
DIVISIONS ACCUMULATION VALUE
--------- ------------------
[Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Hard Assets 5%
Emerging Markets 5%
Limited Maturity Bond 5%
Liquid Asset 5%
Value Equity 5%
Strategic Equity 5%
Managed Global 5%
Fixed Allocation - 1 Year 5%
------------------------- ---
Total 100%
===== ====

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment which
may be made is [$500.00].]

[In no event may you contribute to your IRA for the taxable year in which you
attain age 70 1/2 and thereafter (except for rollover contributions). The
minimum additional payment which may be made is [$250.00].]

3A1
<PAGE>
<PAGE>
THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

- ------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any one time
is [sixteen]. You are allowed unlimited allocation changes per Contract Year
without charge. We reserve the right to impose a charge for any allocation
change in excess of [twelve] per Contract Year. The Excess Allocation Charge
is shown in the Schedule. Allocations into and out of the Guaranteed Interest
Divisions are subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

You may request allocation changes by telephone during our telephone request
business hours. You may call our Customer Service Center at 1-800-366-0066 to
make allocation changes by using the personal identification number you will
receive. You may also mail any notice or request for allocation changes to
our Customer Service Center at the address shown on the cover page.

3A2
<PAGE>
<PAGE>
THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Separate Account B (the "Account") is a unit investment trust Separate
Account, organized in and governed by the laws of the State of Delaware, our
state of domicile. The Account is divided into Divisions. Each Division
listed below invests in shares of the mutual fund portfolio (the "Series")
designated. Each portfolio is a part of The GCG Trust managed by Directed
Services, Inc.

SERIES SERIES
------ ------
[Multiple Allocation Real Estate
Fully Managed Hard Assets
Value Equity Emerging Markets
Small Cap Limited Maturity Bond
Capital Appreciation Liquid Assets
Rising Dividend Strategic Equity
All-Growth Managed Global]

Each Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. Each portfolio is a part of the Equi-Select Series
Trust managed by Equitable Investment Services, Inc.

PORTFOLIO
---------
[OTC
Growth & Income
Value + Growth
Research
Total Return]

3B
<PAGE>
<PAGE>
THE SCHEDULE
THE GENERAL ACCOUNT
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[GUARANTEED INTEREST DIVISION
A Guaranteed Interest Division provides an annual minimum interest rate of
3%. At our sole discretion, we may periodically declare higher interest
rates for specific Guarantee Periods. Such rates will apply to periods
following the date of declaration. Any declaration will be by class and will
be based on our future expectations.

LIMITATIONS OF ALLOCATIONS
We reserve the right to restrict allocations into and out of the General
Account. Such limits may be dollar restrictions on allocations into the
General Account or we may restrict reallocations into the General Account.

TRANSFERS FROM A GUARANTEED INTEREST DIVISION
We currently require that an amount allocated to a Guarantee Period not be
transferred until the Maturity Date, except pursuant to our published rules.
We reserve the right not to allow amounts previously transferred from a
Guaranteed Interest Division to the Variable Separate Account Divisions or to
a Fixed Allocation to be transferred back to a Guaranteed Interest Division
for a period of at least six months from the date of transfer.]

3C
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CONTRACT PROCESSING DATE
The Contract Processing Date for your Contract is [April 1] of each year.

SPECIALLY DESIGNATED DIVISIONS
When a distribution is made from an investment portfolio underlying a
Variable Separate Account Division in which reinvestment is not available, we
will allocate the amount of the distribution to the [Liquid Asset Division]
unless you specify otherwise.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Contract Year is described
below. In no event may a Partial Withdrawal exceed 90% of the Cash Surrender
Value. After a Partial Withdrawal, the remaining Accumulation Value must be
at least $100 to keep the Contract in force.

CONVENTIONAL PARTIAL WITHDRAWALS

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
unless withdrawn from a Fixed Allocation within 30 days prior to the Maturity
Date.

SYSTEMATIC PARTIAL WITHDRAWALS
Systematic Partial Withdrawals may be taken on a monthly, quarterly or annual
basis. You select the day withdrawals will be made, but no later than the
28th day of the month.

Minimum Withdrawal Amount: $100.
Maximum Withdrawal Amount:

Variable Separate Account Divisions: 1.25% monthly, 3.75% quarterly or 15%
annually of Accumulation Value.
Fixed Allocations and
Guaranteed Interest Divisions: Interest earned on a Fixed Allocation
or Guaranteed Interest Division for
the prior month, quarter or year
(depending on the frequency selected).

Systematic Partial Withdrawals from Fixed Allocations are not subject to a
Market Value Adjustment.

[IRA PARTIAL WITHDRAWALS FOR QUALIFIED PLANS ONLY
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual basis.
A minimum withdrawal of $100.00 is required. You select the day the
withdrawals will be made, but no later than the 28th day of the month. If
you do not elect a day, the Contract Date will be used. Systematic Partial
Withdrawals and Conventional Partial Withdrawals are not allowed when IRA
Partial Withdrawals are being taken. An IRA Partial Withdrawal in excess of
the maximum amount allowed under the Systematic Partial Withdrawal option may
be subject to a Market Value Adjustment.]

3D1
<PAGE>
<PAGE>
THE SCHEDULE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[IF DEATHBEN = "1": The Death Benefit is the greatest of (i) the
Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
Surrender Value, and (iv) the sum of premiums paid, less any Partial
Withdrawals.
IF DEATHBEN = "2": The Death Benefit is the greatest of (i) the Accumulation
Value, (ii) the Guaranteed Death Benefit, (iii) the Cash Surrender Value, and
(iv) the sum of premiums paid, less any Partial Withdrawals.
IF DEATHBEN = "3": The Death Benefit is the greatest of (i) the Cash
Surrender Value, (ii) the Accumulation Value, (iii) the sum of the premiums
paid, less any Partial Withdrawals.]

GUARANTEED DEATH BENEFIT
On the Contract Date, the Guaranteed Death Benefit is the initial premium.
On subsequent Valuation Dates, the Guaranteed Death Benefit is calculated as
follows:

[IF DEATHBEN = "1": OPTION 1:
(1) Start with the Guaranteed Death Benefit from the prior Valuation Date;
(2) Calculate interest on (1) for the current Valuation Period at the
Guaranteed Death Benefit Interest Rate;
(3) Add (1) and (2);
(4) Add any additional premiums paid during the current Valuation Period to
(3);
(5) Subtract Partial Withdrawals made during the current Valuation Period
from (4);

Each accumulated initial or additional premium payment, reduced by any
Partial Withdrawals (including any associated Market Value Adjustment
incurred) allocated to such premium, will continue to grow at the Guaranteed
Death Benefit Interest Rate until reaching its Maximum Guaranteed Death
Benefit.

GUARANTEED DEATH BENEFIT INTEREST RATE
The Guaranteed Death Benefit is accumulated at a rate of 7% compounded
annually, except:
(1) Amounts in the Liquid Asset Division are accumulated at the net rate of
return for the Liquid Asset Division during the current Valuation Period
if less than 7%; and
(2) Amounts in the Limited Maturity Bond Division are accumulated at the net
rate of return for the Limited Maturity Bond Division during the current
Valuation Period if less than 7%; and
(3) Amounts in a Fixed Allocation and Guaranteed Interest Division are
accumulated at the interest rate being credited to such Fixed Allocation
or Guaranteed Interest Division during the current Valuation Period if
less than 7%.

MAXIMUM GUARANTEED DEATH BENEFIT
The Maximum Guaranteed Death Benefit is initially equal to two times the
initial or additional premium paid. Thereafter, the Maximum Guaranteed Death
Benefit as of the effective date of a Partial Withdrawal is reduced first by
the amount of any Partial Withdrawal representing earnings and second in
proportion to the reduction in Accumulation Value for any Partial Withdrawal
representing premium (in each case, including any associated Market Value
Adjustment incurred).]

[IF DEATHBEN = "2": OPTION 2:
(1) Start with the Guaranteed Death Benefit from the prior Valuation Date;
(2) Add to (1) any additional premium paid since the prior Valuation Date
and subtract from (1) any Partial Withdrawals taken since the prior
Valuation Date;

3D2
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CHANGE OF OWNER

A change of Owner will result in recalculation of the death benefit and
Guaranteed Death Benefit. As of the date of change, we will use the
Accumulation Value of the Contract, for the purpose of such recalculation
only, as the initial premium to determine a new Guaranteed Death Benefit for
this Contract. The new Owner's age at the time of the change will be used as
the basis for this calculation. The new Owner's death will determine when a
death benefit is payable.

[IF DEATHBEN = "1": If the new Owner's age is less than or equal to 75, the
Guaranteed Death Benefit Option in effect prior to the change of Owner will
remain in effect. If the new Owner's age is greater than 75, the Guaranteed
Death Benefit will be zero and the Death Benefit will be the greater of the
Cash Surrender Value, the Accumulation Value, and the sum of the premiums
paid, less any Partial Withdrawals.

IF DEATHBEN = "2": If the new Owner's age is less than or equal to 79, the
Guaranteed Death Benefit Option in effect prior to the change of Owner will
remain in effect. If the new Owner's age is greater than 79, the Guaranteed
Death Benefit will be zero and the Death Benefit will be the greater of the
Cash Surrender Value, the Accumulation Value, and the sum of the premiums
paid, less any Partial Withdrawals.

IF DEATHBEN = "3": The Guaranteed Death Benefit Option after the change of
Owner will remain the same as before the change.]

CHOOSING AN INCOME PLAN

REQUIRED DATE OF ANNUITY COMMENCEMENT
[Distributions from a Contract funding a qualified plan must commence no
later than [April 1st] of the calendar year following the calendar year in
which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the Contract
Processing Date in the month following the Annuitant's 90th birthday. In
applying the Accumulation Value, we may first collect any Premium Taxes due
us.

MINIMUM ANNUITY INCOME PAYMENT
The minimum monthly annuity income payment that we will make is [$20].

OPTIONAL BENEFIT RIDERS - [None.]

3D3
<PAGE>
<PAGE>
THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

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

FIXED ACCOUNT

MINIMUM FIXED ALLOCATION
The minimum allocation to the Fixed Account in any one Fixed Allocation is
[$250.00].

MINIMUM GUARANTEED INTEREST RATE - [3%.]

GUARANTEE PERIODS
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10] year(s).
We reserve the right to offer Guarantee Periods of durations other than those
available on the Contract Date. We also reserve the right to cease offering
a particular Guarantee Period or Periods.

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

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

3D4
<PAGE>
<PAGE>
THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

INITIAL ADMINISTRATIVE CHARGE
[None.]

ADMINISTRATIVE CHARGE
We charge [$40] to cover a portion of our ongoing administrative expenses for
each Contract Processing Period. The charge is incurred at the beginning of
the Contract Processing Period and deducted on the Contract Processing Date
at the end of the period. At the time of deduction, this charge will be
waived if:
(1) The Accumulation Value is at least $100,000 ; or
(2) The sum of premiums paid to date is at least $100,000.

EXCESS ALLOCATION CHARGE
Currently none, however, we reserve the right to charge [$25] for a change if
you make more than [twelve] allocation changes per Contract Year. Any charge
will be deducted in proportion to the amount being transferred from each
Division.

[PREMIUM TAXES
We deduct the amount of any premium or other state and local taxes levied by
any state or governmental entity when such taxes are incurred.

We reserve the right to defer collection of Premium Taxes until surrender or
until application of Accumulation Value to an Annuity Option. We reserve the
right to change the amount we charge for Premium Tax charges on future
premium payments to conform with changes in the law or if the Owner changes
state of residence.]

DEDUCTIONS FROM THE DIVISIONS
MORTALITY AND EXPENSE RISK CHARGE - We deduct [IF DEATHBEN = "1": .004280% IF
DEATHBEN = "2": .003863% IF DEATHBEN = "3": .003446%] of the assets in each
Variable Separate Account Division on a daily basis (equivalent to an annual
rate of [IF DEATHBEN = "1": 1.55% IF DEATHBEN = "2": 1.40% IF DEATHBEN
= "3": 1.25%]) for mortality and expense risks. This charge is not deducted
from the Fixed Account or General Account values.

ASSET BASED ADMINISTRATIVE CHARGE - We deduct [0.000411%] of the assets in
each Variable Separate Account Division on a daily basis (equivalent to an
annual rate of [0.15%]) to compensate us for a portion of our ongoing
administrative expenses. This charge is not deducted from the Fixed Account
or General Account values.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Contract will be deducted
from the [Liquid Asset Division].

3E
<PAGE>
<PAGE>
THE SCHEDULE
INCOME PLAN FACTORS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Values for other payment periods, ages or joint life combinations are
available on request. Monthly payments are shown for each $1,000 applied.

TABLE FOR INCOME FOR A FIXED PERIOD

Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
[5 17.95 14 7.28 23 5.00
6 15.18 15 6.89 24 4.85
7 13.20 16 6.54 25 4.72
8 11.71 17 6.24 26 4.60
9 10.56 18 5.98 27 4.49
10 9.64 19 5.74 28 4.38
11 8.88 20 5.53 29 4.28
12 8.26 21 5.33 30 4.19]
13 7.73 22 5.16

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- --- ---------------- ---------------- --------------

[50 $4.06/3.83 $3.96/3.77 $3.93/3.75
55 4.43/4.14 4.25/4.05 4.25/4.03
60 4.90/4.56 4.57/4.37 4.66/4.40
65 5.51/5.10 4.90/4.73 5.12/4.83
70 6.26/5.81 5.18/5.07 5.76/5.42
75 7.11/6.70 5.38/5.33 6.58/6.19
80 7.99/7.70 5.48/5.46 7.69/7.21
85 8.72/8.59 5.52/5.51 8.72/8.59
90 9.23/9.18 5.53/5.53 10.63/10.53]

3F
<PAGE>
<PAGE>
IMPORTANT TERMS
- ------------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Contract provides for investment at any
time. Initially, this amount is equal to the premium paid.

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

ANNUITY COMMENCEMENT DATE - For each Contract, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and amount
of annuity payments.

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

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

BENEFICIARY - The person designated to receive benefits in the case of the
death of the Owner.

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

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of the
Contract.

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

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

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

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

CONTRACT PROCESSING PERIOD - The period between successive Contract Processing
Dates unless it is the first Contract Processing Period. In that case, it
is the period from the Contract Date to the first Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.

CHARGE DEDUCTION DIVISION - The Division from which all charges are deducted
if so designated or elected by the Owner.

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

CONTRACT ISSUE DATE - The date the group contract is issued at our Customer
Service Center.

CONTRACTHOLDER - the entity to whom the group contract is issued.

4
<PAGE>
<PAGE>
IMPORTANT TERMS (continued)
- ------------------------------------------------------------------------------
EXPERIENCE FACTOR - The factor which reflects the investment experience of the
portfolio in which a Variable Separate Account Division invests and also
reflects the charges assessed against the Division for a Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

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

GUARANTEED DEATH BENEFIT INTEREST RATE - The annual rate at which the
Guaranteed Death Benefit is calculated.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed to be
credited to a Fixed Allocation or allocations to a Guaranteed Interest
Division.

GUARANTEED INTEREST DIVISION - An investment option available in the General
Account, an account which contains all of our assets other than those held
in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we will
credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
declared by us for Fixed Allocations or allocations to a Guaranteed
Interest Division.

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

INITIAL PREMIUM - The payment amount required to put each Contract in effect.

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

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
Allocation. It may apply if all or part of a Fixed Allocation is
withdrawn, transferred, or applied to an Annuity Option prior to the end of
the Guarantee Period.

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

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

RIDERS - Riders add provisions or change the terms of the Contract.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying a
Division in which reinvestment is not available will be allocated to this
Division unless you specify otherwise.

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

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

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
Variable Separate Account shown in the Schedule.

5
<PAGE>
<PAGE>
INTRODUCTION TO THIS CONTRACT
- ------------------------------------------------------------------------------
THE CONTRACT

This is a legal Contract between you and us. We provide benefits as stated
in this Contract. In return, you supply us with the Initial Premium Payment
required to put this Contract in effect.

This Contract, together with any Riders or Endorsements, constitutes the
entire Contract. Riders and Endorsements add provisions or change the terms
of the basic Contract.

THE OWNER

You are the Owner of this Contract. You are also the Annuitant unless
another Annuitant has been named by you and is shown in the Schedule. You
have the rights and options described in this Contract, including but not
limited to the right to receive the Annuity Benefits on the Annuity
Commencement Date.

One or more people may own this Contract. If there are multiple Owners
named, the age of the oldest Owner will be used to determine the applicable
death benefit. In the case of a sole Owner who dies prior to the Annuity
Commencement Date, we will pay the Beneficiary the death benefit then due.
If the sole Owner is not an individual, we will treat the Annuitant as Owner
for the purpose of determining when the Owner dies under the death benefit
provision (if there is no Contingent Annuitant), and the Annuitant's age will
determine the applicable death benefit payable to the Beneficiary. The sole
Owner's estate will be the Beneficiary if no Beneficiary designation is in
effect, or if the designated Beneficiary has predeceased the Owner. In the
case of a joint Owner of the Contract dying prior to the Annuity Commencement
Date, the surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the Annuity Benefits provided under
this Contract. You may name a Contingent Annuitant. The Annuitant may not
be changed during the Annuitant's lifetime.

If the Annuitant dies before the Annuity Commencement Date, the Contingent
Annuitant becomes the Annuitant. You will be the Contingent Annuitant unless
you name someone else. The Annuitant must be a natural person. If the
Annuitant dies and no Contingent Annuitant has been named, we will allow you
sixty days to designate someone other than yourself as an Annuitant. If all
Owners are not individuals and, through the operation of this provision, an
Owner becomes Annuitant, we will pay the death proceeds to the Beneficiary.
If there are joint Owners, we will treat the youngest of the Owners as the
Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay death proceeds if any Owner dies
prior to the Annuity Commencement Date. See Proceeds Payable to the
Beneficiary for more information. We pay death proceeds to the primary
Beneficiary (unless there are joint Owners in which case the death benefit
proceeds are payable to the surviving Owner). If the primary Beneficiary
dies before the Owner, the death proceeds are paid to the Contingent
Beneficiary, if any. If there is no surviving Beneficiary, we pay the death
proceeds to the Owner's estate.

6
<PAGE>
<PAGE>
INTRODUCTION TO THIS CONTRACT (continued)
- ------------------------------------------------------------------------------
One or more persons may be named as primary Beneficiary or contingent
Beneficiary. In the case of more than one Beneficiary, we will assume any
death proceeds are to be paid in equal shares to the surviving Beneficiaries.
You can specify other than equal shares.

You have the right to change Beneficiaries, unless you designate the primary
Beneficiary irrevocable. When an irrevocable Beneficiary has been
designated, you and the irrevocable Beneficiary may have to act together to
exercise the rights and options under this Contract.

CHANGE OF OWNER OR BENEFICIARY

During your lifetime and while this Contract is in effect you can transfer
ownership of this Contract or change the Beneficiary. To make any of these
changes, you must send us written notice of the change in a form satisfactory
to us. The change will take effect as of the day the notice is signed. The
change will not affect any payment made or action taken by us before
recording the change at our Customer Service Center. A Change of Owner may
affect the amount of death benefit payable under this Contract. See Proceeds
Payable to Beneficiary.

7
<PAGE>
<PAGE>
PREMIUM PAYMENTS AND ALLOCATION CHARGES
- ------------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put this Contract in effect. The
amount of the Initial Premium Payment is shown in the Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

You may make additional premium payments under this Contract after the end of
the Right to Examine period. Restrictions on additional premium payments,
such as the Attained Age of the Annuitant or Owner and the timing and amount
of each payment, are shown in the Schedule. We reserve the right to defer
acceptance of or to return any additional premium payments.

As of the date we receive and accept your additional premium payment:

(1) The Accumulation Value will increase by the amount of the premium
payment less any premium deductions as shown in the Schedule.
(2) The increase in the Accumulation Value will be allocated among the
Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account in accordance with your
instructions. If you do not provide such instructions, allocation
will be among the Divisions of the Variable Separate Account and
General Account and allocations to the Fixed Account in proportion
to the amount of Accumulation Value in each Division or Fixed
Allocation.

WHERE TO MAKE PAYMENTS
Remit the premium payments to our Customer Service Center at the address
shown on the cover page. On request we will give you a receipt signed by our
treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

You may change the allocation of the Accumulation Value among the Divisions
and Fixed Allocations after the end of the Right to Examine period. The
number of free allocation changes each year that we will allow is shown in
the Schedule. To make an allocation change, you must provide us with
satisfactory notice at our Customer Service Center. The change will take
effect when we receive the notice. Restrictions for reallocation into and
out of Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account are shown in the Schedule. An allocation
from the Fixed Account may be subject to a Market Value Adjustment. See the
Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

When a distribution is made from an investment portfolio supporting a unit
investment trust Separate Account Division in which reinvestment is not
available, we will allocate the distribution to the Specially Designated
Division shown in the Schedule unless you specify otherwise.

Such a distribution may occur when an investment portfolio or Division
matures, when distribution from a portfolio or Division cannot be reinvested
in the portfolio or Division due to the unavailability of securities, or for
other reasons. When this occurs because of maturity, we will send written
notice to you thirty days in advance of such date. To elect an allocation to
other than the Specially Designated Division shown in the Schedule, you must
provide satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an allocation
change of the Accumulation Value for purposes of the number of free
allocations permitted.

8
<PAGE>
<PAGE>
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
- ------------------------------------------------------------------------------
The variable Annuity Benefits under this Contract are provided through
investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

These accounts, which are designated in the Schedule, are kept separate from
our General Account and any other Separate Accounts we may have. They are
used to support Variable Annuity Contracts and may be used for other purposes
permitted by applicable laws and regulations. We own the assets in the
Separate Accounts. Assets equal to the reserves and other liabilities of the
accounts will not be charged with liabilities that arise from any other
business we conduct; but, we may transfer to our General Account assets which
exceed the reserves and other liabilities of the Variable Separate Accounts.
Income and realized and unrealized gains or losses from assets in these
Variable Separate Accounts are credited to or charged against the account
without regard to other income, gains or losses in our other investment
accounts.

The Variable Separate Account will invest in mutual funds, unit investment
trusts and other investment portfolios which we determine to be suitable for
this Contract's purposes. The Variable Separate Account is treated as a unit
investment trust under Federal securities laws. It is registered with the
Securities and Exchange Commission ("SEC") under the Investment Company Act
of 1940. The Variable Separate Account is also governed by state law as
designated in the Schedule. The trusts may offer non-registered series.

VARIABLE SEPARATE ACCOUNT DIVISIONS
A unit investment trust Separate Account includes Divisions, each investing
in a designated investment portfolio. The Divisions and the investment
portfolios designated may be managed by a separate investment adviser. Such
adviser may be registered under the Investment Advisers Act of 1940.

CHANGES WITHIN THE VARIABLE SEPARATE ACCOUNTS
We may, from time to time, make additional Variable Separate Account
Divisions available to you. These Divisions will invest in investment
portfolios we find suitable for the group contract. We also have the right
to eliminate Divisions from a Variable Separate Account, to combine two or
more Divisions or to substitute a new portfolio for the portfolio in which a
Division invests. A substitution may become necessary if, in our judgment, a
portfolio or Division no longer suits the purpose of the group contract.
This may happen due to a change in laws or regulations, or a change in a
portfolio's investment objectives or restrictions, or because the portfolio
or Division is no longer available for investment, or for some other reason.
We may get prior approval from the insurance department of our state of
domicile before making such a substitution. We will also get any required
approval from the SEC and any other required approvals before making such a
substitution.

Subject to any required regulatory approvals, we reserve the right to
transfer assets of the Variable Separate Account which we determine to be
associated with the class of contracts to which the group contract belongs,
to another Variable Separate Account or Division.

When permitted by law, we reserve the right to:
(1) deregister a Variable Separate Account under the Investment Company Act
of 1940;
(2) operate a Variable Separate Account as a management company under the
Investment Company Act of 1940, if it is operating as a unit investment
trust;
(3) operate a Variable Separate Account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed Variable
Separate Account;
(4) restrict or eliminate any voting rights of Owners, or other persons who
have voting rights to a Variable Separate Account; and,
(5) combine a Variable Separate Account with other Variable Separate
Accounts.

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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those in
the Separate Accounts we establish. The Guaranteed Interest Divisions
available for investment are shown in the Schedule. We may, from time to
time, offer other Divisions where assets are held in our General Account.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each
Valuation Period on a Valuation Date. A Valuation Period is each Business
Day together with any non-Business Days before it. A Business Day is any day
the New York Stock Exchange (NYSE) is open for trading, and the SEC requires
mutual funds, unit investment trusts, or other investment portfolios to value
their securities.

ACCUMULATION VALUE

The Accumulation Value of this Contract is the sum of the amounts in each of
the Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account. You select the Divisions of the Variable
Separate Account and General Account and allocations to the Fixed Account to
which to allocate the Accumulation Value. The maximum number of Divisions
and Fixed Allocations to which the Accumulation Value may be allocated at any
one time is shown in the Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

ON THE CONTRACT DATE
On the Contract Date, the Accumulation Value is allocated to each Division
and Fixed Allocation as elected by you, subject to certain terms and
conditions imposed by us. We reserve the right to allocate premium to the
Specially Designated Division during any Right to Examine Contract period.
After such time, allocation will be made proportionately in accordance with
the initial allocation(s) as elected by you.

ON EACH VALUATION DATE
At the end of each subsequent Valuation Period, the amount of Accumulation
Value in each Division and Fixed Allocation will be calculated as follows:
(1) We take the Accumulation Value in the Division or Fixed Allocation at
the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account Division's Net Rate of
Return for the current Valuation Period or we calculate the interest to
be credited to a Fixed Allocation or to a Guaranteed Interest Division
for the current Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown in the Schedule) allocated to the Division or Fixed
Allocation during the current Valuation Period.
(5) We add or subtract allocations to or from that Division or Fixed
Allocation during the current Valuation Period.
(6) We subtract from (5) any Partial Withdrawals which are allocated to the
Division or Fixed Allocation during the current Valuation Period.
(7) We subtract from (6) the amounts allocated to that Division or Fixed
Allocation for:
(a) any charges due for the Optional Benefit Riders as shown in the
Schedule;
(b) any deductions from Accumulation Value as shown in the Schedule.
All amounts in (7) are allocated to each Division or Fixed Allocation in the
proportion that (6) bears to the Accumulation Value unless the Charge
Deduction Division has been specified (see the Schedule).

10
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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
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FIXED ACCOUNT

The Fixed Account is a Separate Account under state insurance law and is not
required to be registered with the Securities and Exchange Commission under
the Investment Company Act of 1940. The Fixed Account includes various Fixed
Allocations which we credit with fixed rates of interest for the Guarantee
Period or Periods you select. We reset the interest rates for new Fixed
Allocations periodically based on our sole discretion.

GUARANTEE PERIODS
Each Fixed Allocation is guaranteed an interest rate or rates for a period, a
Guarantee Period. The Guaranteed Interest Rates for a Fixed Allocation are
effective for the entire period. The Maturity Date of a Guarantee Period
will be on the last day of the calendar month in which the Guarantee Period
ends. Withdrawals and transfers made during a Guarantee Period may be
subject to a Market Value Adjustment unless made within thirty days prior to
the Maturity Date.

Upon the expiry of a Guarantee Period, we will transfer the Accumulation
Value of the expiring Fixed Allocation to a Fixed Allocation with a Guarantee
Period equal in length to the expiring Guarantee Period, unless you select
another period prior to a Maturity Date. We will notify you at least thirty
days prior to a Maturity Date of your options for renewal. If the period
remaining from the expiry of the previous Guarantee Period to the Annuity
Commencement Date is less than the period you have elected or the period
expiring, the next shortest period then available that will not extend beyond
the Annuity Commencement Date will be offered to you. If a period is not
available, the Accumulation Value will be transferred to the Specially
Designated Division.

We will declare Guaranteed Interest Rates for the then available Fixed
Allocation Guarantee Periods. These interest rates are based solely on our
expectation as to our future earnings. Declared Guaranteed Interest Rates
are subject to change at any time prior to application to specific Fixed
Allocations, although in no event will the rates be less than the Minimum
Guaranteed Interest Rate (see the Schedule).

MARKET VALUE ADJUSTMENTS
A Market Value Adjustment will be applied to a Fixed Allocation upon
withdrawal, transfer or application to an Income Plan if made more than
thirty days prior to such Fixed Allocation's Maturity Date, except on
Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market Value
Adjustment is applied to each Fixed Allocation separately.

The Market Value Adjustment is determined by multiplying the amount of the
Accumulation Value withdrawn, transferred or applied to an Income Plan by the
following factor:

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

Where I is the Index Rate for a Fixed Allocation on the first day of the
applicable Guarantee Period: J is the Index Rate for new Fixed Allocations
with Guarantee Periods equal to the number of years (fractional years rounded
up to the next full year) remaining in the Guarantee Period at the time of
calculation; and N is the remaining number of days in the Guarantee Period at
the time of calculation. (The Index Rate is described in the Schedule.)

Market Value Adjustments will be applied as follows:
(1) For a Partial Withdrawal, partial transfer or in the case where a
portion of an allocation is applied to an Income Plan, the Market Value
Adjustment will be calculated on the total amount that must be
withdrawn, transferred or applied to an Income Plan in order to provide
the amount requested.

11
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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
(2) If the Market Value Adjustment is negative, it will be assessed first
against any remaining Accumulation Value in the particular Fixed
Allocation. Any remaining Market Value Adjustment will be applied
against the amount withdrawn, transferred or applied to an Income Plan.
(3) If the Market Value Adjustment is positive, it will be credited to any
remaining Accumulation Value in the particular Fixed Allocation. If a
cash surrender, full transfer or full application to an Income Plan has
been requested, the Market Value Adjustment is added to the amount
withdrawn, transferred or applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

INDEX OF INVESTMENT EXPERIENCE
The Investment Experience of a Variable Separate Account Division is
determined on each Valuation Date. We use an Index to measure changes in
each Division's experience during a Valuation Period. We set the Index at
$10 when the first investments in a Division are made. The Index for a
current Valuation Period equals the Index for the preceding Valuation Period
multiplied by the Experience Factor for the current Valuation Period.

HOW WE DETERMINE THE EXPERIENCE FACTOR
For Divisions of a unit investment trust Separate Account the Experience
Factor reflects the Investment Experience of the portfolio in which the
Division invests as well as the charges assessed against the Division for a
Valuation Period. The factor is calculated as follows:
(1) We take the net asset value of the portfolio in which the Division
invests at the end of the current Valuation Period.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the investment portfolio and reinvested in such portfolio
during the current Valuation Period. We subtract from that amount a
charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the end of the
preceding Valuation Period.
(4) We subtract the daily Mortality and Expense Risk Charge for each
Division shown in the Schedule for each day in the Valuation Period.
(5) We subtract the daily Asset Based Administrative Charge shown in the
Schedule for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are on a per
unit basis.

NET RATE OF RETURN FOR A Variable SEPARATE ACCOUNT DIVISION
The Net Rate of Return for a Variable Separate Account Division during a
Valuation Period is the Experience Factor for that Valuation Period minus
one.

INTEREST CREDITED TO A GUARANTEED INTEREST DIVISION
Accumulation Value allocated to a Guaranteed Interest Division will be
credited with the Guaranteed Interest Rate for the Guarantee Period in effect
on the date the premium or reallocation is applied. Once applied, such rate
will be guaranteed until the Maturity Date of that Guarantee Period.
Interest will be credited daily at a rate to yield the declared annual
Guaranteed Interest Rate. No Guaranteed Interest Rate will be less than the
Minimum Interest Rate shown in the Schedule.

INTEREST CREDITED TO A FIXED ALLOCATION
A Fixed Allocation will be credited with the Guaranteed Interest Rate for the
Guarantee Period in effect on the date the premium or reallocation is
applied. Once applied, such rate will be guaranteed until that Fixed
Allocation's Maturity Date. Interest will be credited daily at a rate to
yield the declared annual Guaranteed Interest Rate.

We periodically declare Guaranteed Interest Rates for then available
Guarantee Periods. No Guaranteed Interest Rate will be less than the Minimum
Interest Rate shown in the Schedule.

12
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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

Expense charges and fees are shown in the Schedule.

CHARGE DEDUCTION DIVISION OPTION
We will deduct all charges against the Accumulation Value of this Contract
from the Charge Deduction Division if you elected this option on the
application (see the Schedule). If you did not elect this Option or if the
charges are greater than the amount in the Charge Deduction Division, the
charges against the Accumulation Value will be deducted as follows:

(1) If these charges are less than the Accumulation Value in the Variable
Separate Account Divisions, they will be deducted proportionately from
all Divisions.
(2) If these charges exceed the Accumulation Value in the Variable Separate
Account Divisions, any excess over such value will be deducted
proportionately from any Fixed Allocations and Guaranteed Interest
Divisions.

Any charges taken from the Fixed Account or the General Account will be taken
from the Fixed Allocations or Guaranteed Interest Divisions starting with the
Guarantee Period nearest its Maturity Date until such charges have been paid.

At any time while this Contract is in effect, you may change your election of
this Option. To do this you must send us a written request to our Customer
Service Center. Any change will take effect within seven days of the date we
receive your request.

13
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YOUR CONTRACT BENEFITS
- ------------------------------------------------------------------------------
While this Contract is in effect, there are important rights and benefits
that are available to you. We discuss these rights and benefits in this
section.

CASH VALUE BENEFIT

CASH SURRENDER VALUE
The Cash Surrender Value, while the Annuitant is living and before the
Annuity Commencement Date, is determined as follows:
(1) We take the Contract's Accumulation Value;
(2) We adjust for any applicable Market Value Adjustment;
(3) We deduct any charges shown in the Schedule that have been incurred but
not yet deducted, including;
(a) any administrative fee that has not yet been deducted;
(b) the pro rata part of any charges for Optional Benefit Riders; and
(c) any applicable premium or other tax.

CANCELLING TO RECEIVE THE CASH SURRENDER VALUE
At any time while the Annuitant is living and before the Annuity Commencement
Date, you may surrender this Contract to us. To do this, you must return
this Contract with a signed request for cancellation to our Customer Service
Center.

The Cash Surrender Value will vary daily. We will determine the Cash
Surrender Value as of the date we receive the Contract and your signed
request in our Customer Service Center. All benefits under this Contract
will then end.

We will usually pay the Cash Surrender Value within seven days; but, we may
delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

After the Contract Date, you may make Partial Withdrawals. The minimum
amount that may be withdrawn is shown in the Schedule. To take a Partial
Withdrawal, you must provide us satisfactory notice at our Customer Service
Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

PRIOR TO THE ANNUITY COMMENCEMENT DATE
If the sole Owner dies prior to the Annuity Commencement Date, we will pay
the Beneficiary the death benefit. If there are joint Owners and any Owner
dies, we will pay the surviving Owners the death benefit. We will pay the
amount on receipt of due proof of the Owner's death at our Customer Service
Center. Such amount may be received in a single lump sum or applied to any
of the Annuity Options (see Choosing an Income Plan). When the Owner (or all
Owners where there are joint Owners) is not an individual, the death benefit
will become payable on the death of the Annuitant prior to the Annuity
Commencement Date (unless a Contingent Annuitant survived the Annuitant).
Only one death benefit is payable under this Contract. In all events,
distributions under the Contract must be made as required by applicable law.

14
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YOUR CONTRACT BENEFITS (continued)
- ------------------------------------------------------------------------------
HOW TO CLAIM PAYMENTS TO BENEFICIARY
We must receive proof of the Owner's (or the Annuitant's) death before we
will make any payments to the Beneficiary. We will calculate the death
benefit as of the date we receive due proof of death. The Beneficiary should
contact our Customer Service Center for instructions.

GUARANTEED DEATH BENEFITS
On the Contract Date, the Guaranteed Death Benefit is equal to the premium
paid. On subsequent Valuation Dates, the Guaranteed Death Benefit is
calculated, as shown in the Schedule. A change of Owner will affect the
Guaranteed Death Benefit, as shown in the Schedule.

15
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CHOOSING AN INCOME PLAN
- ------------------------------------------------------------------------------
ANNUITY BENEFITS

If the Annuitant and Owner are living on the Annuity Commencement Date, we
will begin making payments to the Owner. We will make these payment under
the Annuity Option (or Options) as chosen in the application or as
subsequently selected. You may choose or change an Annuity Option by making
a written request at least 30 days prior to the Annuity Commencement Date.
Unless you have chosen otherwise, Option 2 on a 10-year period certain basis
will become effective. The amounts of the payments will be determined by
applying the Accumulation Value on the Annuity Commencement Date in
accordance with the Annuity Options section below (see Payments We Defer).
Before we pay any Annuity Benefits, we require the return of this Contract.
If this Contract has been lost, we require the applicable lost Contract form.

ANNUITY COMMENCEMENT DATE SELECTION

You select the Annuity Commencement Date. You may select any date following
the fifth Contract Anniversary but before the required date of Annuity
Commencement as shown in the Schedule. If you do not select a date, the
Annuity Commencement Date will be in the month following the required date of
Annuity Commencement.

FREQUENCY SELECTION

You may choose the frequency of the Annuity Payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice
from you, the payments will be made monthly.

THE INCOME PLAN

While this Contract is in effect and before the Annuity Commencement Date,
you may chose one or more Annuity Options for the payment of death benefits
proceeds. If, at the time of the Owner's death, no Option has been chosen
for paying the death benefit proceeds, the Beneficiary may choose an Option
within one year. You may also elect an Annuity Option on surrender of the
Contract for its Cash Surrender Value. For each Option we will issue a
separate written agreement putting the Option into effect.

Our approval is needed for any Option where:
(1) the person named to receive payment is other than the Owner or
Beneficiary; or
(2) the person named is not a natural person, such as a corporation; or
(3) any income payment would be less than the minimum annuity income payment
shown in the Schedule.

THE ANNUITY OPTIONS

There are four Options to choose from. They are:

OPTION 1. INCOME FOR A FIXED PERIOD
Payment is made in equal installments for a fixed number of years. We
guarantee each monthly payment will be at least the Income for Fixed Period
amount shown in the Schedule. Values for annual, semiannual or quarterly
payments are available on request.

16
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CHOOSING AN INCOME PLAN (continued)
- ------------------------------------------------------------------------------
OPTION 2. INCOME FOR LIFE
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be 10 or 20
years. Other periods certain are available on request. A refund certain may
be chosen instead. Under this arrangement, income is guaranteed until
payments equal the amount applied. If the person named lives beyond the
guaranteed period, payments continue until his or her death.

We guarantee each payment will be at least the amount shown in the Schedule.
By age, we mean the named person's age on his or her last birthday before the
Option's effective date. Amounts for ages not shown are available on
request.

OPTION 3. JOINT LIFE INCOME
This Option is available if there are two persons named to receive payments.
At least one of the persons named must be either the Owner of Beneficiary of
this Contract. Monthly payments are guaranteed and are made as long as at
least one of the named persons is living. The monthly payment amounts are
available upon request. Such amounts are guaranteed and will be calculated
on the same basis as the Table for Income for Life, however, the amounts will
be based on two lives.

OPTION 4. ANNUITY PLAN
An amount can be used to buy any single premium immediate annuity we offer
for the Option's effective date.

The minimum rates for Option 1 are based on 3% interest, compounded annually.
The minimum rates for Options 2 and 3 are based on 3% interest, compounded
annually, and the Annuity 2000 Mortality Table. We may pay a higher rate at
our discretion.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still
due as provided by the Option agreement. The amounts still due are
determined as follows:
(1) For Option 1 or for any remaining guaranteed payments in Option 2,
payments will be continued.
(2) For Option 3, no amounts are payable after both named persons have died.
(3) For Option 4, the annuity agreement will state the amount due, if any.

17
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OTHER IMPORTANT INFORMATION
- ------------------------------------------------------------------------------
ENTIRE CONTRACT

The group contract, including any attached Rider, endorsement, amendment and
the application of the Contractholder, constitute the entire contract between
the Contractholder and us. All statements made by the Contractholder, any
Owner or any Annuitant will be deemed representations and not warranties. No
such statement will be used in any contest unless it is contained in the
application signed by the Owner, a copy of which has been furnished to the
Owner, the Beneficiary or to the Contractholder.

SENDING NOTICE TO US

Whenever written notice is required, send it to our Customer Service Center.
The address of our Customer Service Center is shown on the cover page.
Please include your Contract number in all correspondence.

REPORTS TO OWNER

We will send you a report at least once during each Contract Year. The
report will show the Accumulation Value and the Cash Surrender Value as of
the end of the Contract Processing Period. The report will also show the
allocation of the Accumulation Value as of such date and the amounts deducted
from or added to the Accumulation Value since the last report. The report
will also include any information that may be currently required by the
insurance supervisory official of the jurisdiction in which the Contract is
delivered.

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

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

You can assign this Contract as collateral security for a loan or other
obligation. This does not change the ownership. Your rights and any
Beneficiary's right are subject to the terms of the assignment. To make or
release an assignment, we must receive written notice satisfactory to us, at
our Customer Service Center. We are not responsible for the validity of any
assignment.

CHANGING THIS CONTRACT

This Contract or any additional benefit riders may be changed to another
annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to the
extent we deem it necessary to continue to qualify this Contract as an
annuity. Any such changes will apply uniformly to all Contracts that are
affected. You will be given advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits provided
by this Contract will be those that the premium payment made would have
bought at the correct age or sex.

NON-PARTICIPATING

This Contract does not participate in the divisible surplus of Golden
American Life Insurance Company.

18
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OTHER IMPORTANT INFORMATION (continued)
- ------------------------------------------------------------------------------
PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the Variable
Separate Account Divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists;
(3) an order or pronouncement of the SEC permits a delay for the protection
of Owners; or
(4) the check used to pay the premium has not cleared through the banking
system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions of the Variable
Separate Account, we may delay;
(1) determination and payment of the Cash Surrender Value;
(2) determination and payment of any death benefit if death occurs before
the Annuity Commencement Date;
(3) allocation changes of the Accumulation Value; or,
(4) application of the Accumulation Value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division of the General
Account and as to amounts allocated to Fixed Allocations of the Fixed
Account, we may, at any time, defer payment of the Cash Surrender Value for
up to six months after we receive a request for it. We will allow interest
of at least 3.00% a year on any Cash Surrender Value payment derived from the
Fixed Allocations or the Guaranteed Interest Divisions that we defer 30 days
or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No other
person, including an insurance agent or broker, can:
(1) change any of this Contract's terms;
(2) extend the time for premium payments; or
(3) make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in the jurisdiction where this Contract is delivered.
The values are not less than those required by the law of that state or
jurisdiction. Any benefit provided by an attached Optional Benefit Rider
will not increase these values unless otherwise stated in that Rider.

19
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DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
- ------------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

<PAGE>
<PAGE>
EXHIBIT 4(b)
GOLDEN DEFERRED COMBINATION
AMERICAN VARIABLE AND FIXED
LIFE INSURANCE ANNUITY CERTIFICATE
COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE.
- ------------------------------------------------------------------------------
Contractholder Group Contract Number
GOLDEN INVESTORS TRUST G000012-OE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
In this Certificate YOU or YOUR refers to the Owner shown above. WE, OUR
or US refers to Golden American Life Insurance Company. You may allocate this
Certificate's Accumulation Value among the Variable Separate Account, the
General Account and the Fixed Account shown in the Schedule.
This Certificate describes the benefits and provisions of the group
contract. The group contract, as issued to the Contractholder by us with any
Riders or Endorsements, alone makes up the agreement under which benefits are
paid. The group contract may be inspected at the office of the
Contractholder. in consideration of any application for this Certificate and
the payment of premiums, we agree, subject to the terms and conditions of the
group contract, to provide the benefits described in this Certificate to the
Owner. The Annuitant under this Certificate must be eligible under the terms
of the group contract. If the group contract and this Certificate are in
force, we will make income payments to the Owner starting on the Annuity
Commencement Date as shown in the Schedule. If the Owner dies prior to the
Annuity Commencement Date, we will pay a death benefit to the Beneficiary.
The amount of such benefit is subject to the terms of this Certificate.
The benefits of the Certificate will be paid according to the provisions of
the Certificate and group contract.
RIGHT TO EXAMINE CERTIFICATE: YOU MAY RETURN THIS CERTIFICATE TO US OR THE
AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE IT. IF
SO RETURNED, WE WILL TREAT THE CERTIFICATE AS THOUGH IT WERE NEVER ISSUED.
UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE, ADJUSTED FOR ANY
MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE
RETURNED CERTIFICATE IS RECEIVED BY US.
ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT DIVISION, MAY INCREASE OR DECREASE, DEPENDING ON THE
CERTIFICATE'S INVESTMENT RESULTS. ALL PAYMENTS AND VALUES BASED ON THE FIXED
ACCOUNT MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH
MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE.

Customer Service Center Secretary:
1001 Jefferson Street, Suite 400
Wilmington, Delaware 19801
President:

- ------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CERTIFICATE - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death benefit subject to guaranteed
minimum. Additional Premium Payment Option. Partial Withdrawal Option. Non-
participating. Investment results reflected in values.

GA-CA-1034-02/97
<PAGE>
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CERTIFICATE CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CERTIFICATE BENEFITS............ 14

PAYMENT AND INVESTMENT INFORMATION.3A CASH VALUE BENEFIT
THE VARIABLE SEPARATE ACCOUNTS.....3B PARTIAL WITHDRAWAL OPTION
THE GENERAL ACCOUNT................3C PROCEEDS PAYABLE TO THE BENEFICIARY
CERTIFICATE FACTS..................3D
CHARGES AND FEES...................3E
INCOME PLAN FACTORS................3F CHOOSING AN INCOME PLAN.......... 16

IMPORTANT TERMS .................... 4

INTRODUCTION TO THIS CERTIFICATE.... 6 ANNUITY BENEFITS
ANNUITY COMMENCEMENT DATE SELECTION
THE CERTIFICATE FREQUENCY SELECTION
THE OWNER THE INCOME PLAN
THE ANNUITANT THE ANNUITY OPTIONS
THE BENEFICIARY PAYMENT WHEN NAMED PERSON DIES
CHANGE OF OWNER OR BENEFICIARY
OTHER IMPORTANT INFORMATION...... 18
PREMIUM PAYMENTS AND ALLOCATION
CHANGES........................... 8
SENDING NOTICE TO US
INITIAL PREMIUM PAYMENT REPORTS TO OWNER
ADDITIONAL PREMIUM PAYMENT OPTION ASSIGNMENT - USING THIS CERTIFICATE
YOUR RIGHT TO CHANGE ALLOCATION OF AS COLLATERAL SECURITY
ACCUMULATION VALUE CHANGING THIS CERTIFICATE
WHAT HAPPENS IF A VARIABLE SEPARATE CERTIFICATE CHANGES - APPLICABLE
ACCOUNT DIVISION IS NOT AVAILABLE TAX LAW
MISSTATEMENT OF AGE OR SEX
NON-PARTICIPATING
HOW WE MEASURE THE CERTIFICATE'S PAYMENTS WE MAY DEFER
ACCUMULATION VALUE................ 9 AUTHORITY TO MAKE AGREEMENTS
REQUIRED NOTE ON OUR COMPUTATIONS
THE VARIABLE SEPARATE ACCOUNTS
THE GENERAL ACCOUNT
VALUATION PERIOD
ACCUMULATION VALUE
ACCUMULATION VALUE IN EACH DIVISION
MEASUREMENT OF INVESTMENT EXPERIENCE
CHARGES DEDUCTED FROM ACCUMULATION VALUE
ON EACH CERTIFICATE PROCESSING DATE

Copies of any application and any additional Riders and Endorsements are at
the back of this Certificate.

THE SCHEDULE

The Schedule gives specific facts about this Certificate and its coverage.
Please refer to the Schedule while reading this Certificate.

Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Certificate Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment which
may be made is [$500.00].]

- ------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
- ------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2053]
- ------------------------------------------------------------------------------
Certificate Date Issue Date Residence Status
[JANUARY 1, 1994] [JANUARY 1, 1994] DELAWARE
- ------------------------------------------------------------------------------
Separate Account(s) Certificate Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
- ------------------------------------------------------------------------------
ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any one time
is [sixteen]. You are allowed unlimited allocation changes per Certificate
Year without charge. We reserve the right to impose a charge for any
allocation change in excess of [twelve] per Certificate Year. The Excess
Allocation Charge is shown in the Schedule. Allocations into and out of the
Guaranteed Interest Divisions are subject to restrictions (see General
Account).

ALLOCATION CHANGES BY TELEPHONE

3A2
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THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

PORTFOLIO
---------
[OTC
Growth & Income
Value + Growth
Research
Total Return]

3B
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THE SCHEDULE
THE GENERAL ACCOUNT
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

3C
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THE SCHEDULE
CERTIFICATE FACTS
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Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CERTIFICATE PROCESSING DATE
The Certificate Processing Date for your Certificate is [April 1] of each
year.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Certificate Year is described
below. In no event may a Partial Withdrawal exceed 90% of the Cash Surrender
Value. After a Partial Withdrawal, the remaining Accumulation Value must be
at least $100 to keep the Certificate in force.

CONVENTIONAL PARTIAL WITHDRAWALS

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
unless withdrawn from a Fixed Allocation within 30 days prior to the Maturity
Date.

Minimum Withdrawal Amount: $100.
Maximum Withdrawal Amount:

Systematic Partial Withdrawals from Fixed Allocations are not subject to a
Market Value Adjustment.

[IRA PARTIAL WITHDRAWALS FOR QUALIFIED PLANS ONLY
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual basis.
A minimum withdrawal of $100.00 is required. You select the day the
withdrawals will be made, but no later than the 28th day of the month. If
you do not elect a day, the Certificate Date will be used. Systematic
Partial Withdrawals and Conventional Partial Withdrawals are not allowed when
IRA Partial Withdrawals are being taken. An IRA Partial Withdrawal in excess
of the maximum amount allowed under the Systematic Partial Withdrawal option
may be subject to a Market Value Adjustment.]

3D1
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THE SCHEDULE
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

GUARANTEED DEATH BENEFIT
On the Certificate Date, the Guaranteed Death Benefit is the initial premium.
On subsequent Valuation Dates, the Guaranteed Death Benefit is calculated as
follows:

3D2
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THE SCHEDULE
CERTIFICATE FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

CHANGE OF OWNER

A change of Owner will result in recalculation of the death benefit and
Guaranteed Death Benefit. As of the date of change, we will use the
Accumulation Value of the Certificate, for the purpose of such recalculation
only, as the initial premium to determine a new Guaranteed Death Benefit for
this Certificate. The new Owner's age at the time of the change will be used
as the basis for this calculation. The new Owner's death will determine when
a death benefit is payable.

IF DEATHBEN = "3": The Guaranteed Death Benefit Option after the change of
Owner will remain the same as before the change.]

CHOOSING AN INCOME PLAN

REQUIRED DATE OF ANNUITY COMMENCEMENT
[Distributions from a Certificate funding a qualified plan must commence no
later than [April 1st] of the calendar year following the calendar year in
which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the
Certificate Processing Date in the month following the Annuitant's 90th
birthday. In applying the Accumulation Value, we may first collect any
Premium Taxes due us.

MINIMUM ANNUITY INCOME PAYMENT
The minimum monthly annuity income payment that we will make is [$20].

OPTIONAL BENEFIT RIDERS - [None.]

3D3
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THE SCHEDULE
CERTIFICATE FACTS (continued)
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

The Issue Age of the Annuitant or Owner plus the number of full years elapsed
since the Certificate Date.

FIXED ACCOUNT

MINIMUM FIXED ALLOCATION
The minimum allocation to the Fixed Account in any one Fixed Allocation is
[$250.00].

MINIMUM GUARANTEED INTEREST RATE - [3%.]

GUARANTEE PERIODS
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10] year(s).
We reserve the right to offer Guarantee Periods of durations other than those
available on the Certificate Date. We also reserve the right to cease
offering a particular Guarantee Period or Periods.

3D4
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THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

INITIAL ADMINISTRATIVE CHARGE
[None.]

ADMINISTRATIVE CHARGE
We charge [$40] to cover a portion of our ongoing administrative expenses for
each Certificate Processing Period. The charge is incurred at the beginning
of the Certificate Processing Period and deducted on the Certificate
Processing Date at the end of the period. At the time of deduction, this
charge will be waived if:
(1) The Accumulation Value is at least $100,000 ; or
(2) The sum of premiums paid to date is at least $100,000.

EXCESS ALLOCATION CHARGE
Currently none, however, we reserve the right to charge [$25] for a change if
you make more than [twelve] allocation changes per Certificate Year. Any
charge will be deducted in proportion to the amount being transferred from
each Division.

[PREMIUM TAXES
We deduct the amount of any premium or other state and local taxes levied by
any state or governmental entity when such taxes are incurred.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Certificate will be
deducted from the [Liquid Asset Division].

3E
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THE SCHEDULE
INCOME PLAN FACTORS
- ------------------------------------------------------------------------------
Annuitant Owner
[THOMAS J. DOE] [JOHN Q. DOE]

Values for other payment periods, ages or joint life combinations are
available on request. Monthly payments are shown for each $1,000 applied.

TABLE FOR INCOME FOR A FIXED PERIOD

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- --- ---------------- ---------------- --------------

3F
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IMPORTANT TERMS
- ------------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Certificate provides for investment at
any time. Initially, this amount is equal to the premium paid.

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

ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and amount
of annuity payments.

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

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

BENEFICIARY - The person designated to receive benefits in the case of the
death of the Owner.

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of the
Certificate.

CERTIFICATE ANNIVERSARY - The anniversary of the Certificate Date.

CERTIFICATE DATE - The date we received the initial premium and upon which we
begin determining the Certificate values. It may not be the same as the
Certificate Issue Date. This date is used to determine Certificate months,
processing dates, years, and anniversaries.

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

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

CERTIFICATE PROCESSING PERIOD - The period between successive Certificate
Processing Dates unless it is the first Certificate Processing Period. In
that case, it is the period from the Certificate Date to the first
Certificate Processing Date.

CERTIFICATE YEAR - The period between Certificate Anniversaries.