SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
485BPOS, 1997-05-01
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<PAGE>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 1, 1997
                                           Registration Nos. 33-23351, 811-5626
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM N-4

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           Pre-Effective Amendment No.
                         Post-Effective Amendment No. 27
                                     and/or

                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 44

                               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 KRAWCZYK, ESQ.
1001 Jefferson Street, Suite 400                  Sutherland, Asbill & Brennan
Wilmington, DE  19801                              L.L.P.     
                                                  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:
   A soon as practical after the effective date of the Registration Statement

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
          [ ]  immediately upon filing pursuant to paragraph (b)
          [X]  on  May 1, 1997 pursuant to paragraph (b)
          [ ]  60 days after filing pursuant to paragraph (a)(i)
          [ ]  on  _________  pursuant to paragraph (a)(i)
          [ ]  75 days after filing pursuant to paragraph (a)(ii)
          [ ]  on  _________  pursuant to paragraph (a)(ii) of Rule 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:
          [ ]  this Post-Effective Amendment designates a new effective date for
               a previously filed Post-Effective Amendment.

                       DECLARATION PURSUANT TO RULE 24F-2
The Registrant has previously filed a declaration of indefinite registration of
its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.  The
Rule 24f-2 Notice for the year ended December 31, 1996 was filed on February 28,
1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
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 Registrant     Facts About the Company
    Depositor, and Portfolio Companies      and the Accounts
6.  Deductions and Expenses               Charges and Fees
7.  General Description of Variable       Facts About the Contracts
    Annuity Contracts
8.  Annuity Period                        Choosing an Income Plan
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

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 History       Description of Golden American
                                            Life Insurance Company
18. Services                              Safekeeping of Assets, Independent
                                            Auditors
19. Purchase of Securities Being Offered  Distribution of Contracts
20. Underwriters                          Distribution of Contracts
21. Calculation of Performance Data       Performance Information
22. Annuity Payments                      Part A
23. Financial Statements                  Financial Statements of Separate
                                            Account B,
                                          Financial Statements of Golden
                                            American Life Insurance Company
PART C

Items required in Part C are located therein.

<PAGE>










                                     PART A



<PAGE>
                                
                               PROSPECTUS SUPPLEMENT
                              
                                 Dated May 1, 1997


                                Supplement to the
                    Prospectuses dated May 1, 1997 for
                   DEFERRED VARIABLE ANNUITY CONTRACTS issued
                    by Golden American Life Insurance Company
             (the "GoldenSelect DVA and DVA Series 100 Prospectuses")


                                    __________


            THIS SUPPLEMENT SHOULD BE RETAINED WITH YOUR PROSPECTUS.


A new Fixed Interest Division option is now available through the group and
individual deferred variable annuity contracts offered by Golden American Life
Insurance Company.  The Fixed Interest Division is part of the Golden American
General Account.  Interests in the Fixed Interest Division have not been
registered under the Securities Act of 1933, and neither the Fixed Interest
Division nor the General Account are registered under the Investment Company Act
of 1940.

Interests in the Fixed Interest Division are offered through an Offering
Brochure, dated September 3, 1996.  When reading through the GoldenSelect DVA
Prospectus, the Fixed Interest Division should be counted among the various
divisions available for the allocation of your premiums.  The Fixed Interest
Division may not be available in some states.  Some restrictions may apply.

More complete information relating to the Fixed Interest Division is found in
the Offering Brochure.  Please read it carefully before you send money.




IN 3107 FID 5/97
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+                               GOLDENSELECT DVA                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled in Wilming-
ton, Delaware
 
                      DEFERRED VARIABLE ANNUITY PROSPECTUS
 
                                GOLDENSELECT DVA
 
- --------------------------------------------------------------------------------
 
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 Separate Account B ("Account B").
 
Nineteen 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").
 
This prospectus describes the contract and provides background information
regarding Account B. 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 poli-
cies of the Trusts.
 
You may allocate your premiums among the nineteen divisions currently available
under the contract in any way you choose, subject to certain restrictions. You
may change the allocation of your accumulation value up to five times per
contract year free of charge.
 
You may surrender the contract for its cash surrender value at any time before
the annuity commencement date provided the annuitant and owner are living. The
cash surrender value will vary daily with the investment results of the
contract. We do not guarantee any minimum cash surrender value. You may make
partial withdrawals under the contract, subject to certain restrictions.
 
We will pay a death benefit to the beneficiary if the annuitant (when there is
no contingent annuitant) or owner dies prior to the annuity commencement date.
See Proceeds Payable to the Beneficiary.
   
This prospectus describes your principal rights and limitations and sets forth
the information concerning Accounts that investors should know before invest-
ing. A Statement of Additional Information dated May 1, 1997 relating to
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 State-
ment of Additional Information may be found on the last page of this prospec-
tus. The Statement of Additional Information is incorporated herein by refer-
ence.     
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
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 ESS TRUST.
 
ISSUED BY:        DISTRIBUTED BY:     ADMINISTERED AT:
Golden American Life Insurance Company
                  Directed Services, Inc.Wilmington, Delaware 19801
                                      Customer Service CenterMailing Address:
                                      P.O. Box 8794Wilmington, Delaware 19899-
                                      87941-800-366-0066
                          
                       PROSPECTUS DATED: MAY 1, 1997     
<PAGE>
 
 TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
DEFINITION OF TERMS........................................................   3
FEE TABLE..................................................................   4
SUMMARY OF THE CONTRACT....................................................   7
CONDENSED FINANCIAL INFORMATION............................................  10
 Index of Investment Experience
 Financial Statements
 Performance Related Information
INTRODUCTION...............................................................  12
FACTS ABOUT THE COMPANY AND ACCOUNT B......................................  12
 Golden American
 Separate Account B
 Account B Divisions
 The GCG Trust and the ESS Trust
 Changes Within Account B
FACTS ABOUT THE CONTRACT...................................................  17
 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 Option
 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
 Proceeds Payable to the Beneficiary
 Reports to Owners
 When We Make Payments
</TABLE>
 
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.
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
CHARGES AND FEES...........................................................  26
 Charge Deduction Division
 Charges Deducted from the Accumulation Value
 Charges Deducted from the Divisions
 Trust Expenses
CHOOSING AN INCOME PLAN....................................................  28
 The Income Plan
 Annuity Commencement Date Selection
 Frequency Selection
 The Annuity Options
 Payment When Named Person Dies
OTHER INFORMATION..........................................................  29
 Other Contract Provisions
 Contract Changes -- Applicable Tax Law
 Your Right to Cancel or Exchange Your Contract
 Other Contract Changes
 Group or Sponsored Arrangements
 Selling the Contract
 Reinsurance
REGULATORY INFORMATION.....................................................  31
 Voting Rights
 State Regulation
 Legal Proceedings
 Legal Matters
 Experts
FEDERAL TAX CONSIDERATIONS.................................................  31
 Introduction
 Golden American Tax Status
 Taxation of Non-Qualified Annuities
 Taxation of Individual Retirement Annuities
ADDITIONAL CONSIDERATIONS..................................................  36
 Distribution-at-Death Rules
 Taxation of Death Benefit Proceeds
 Transfer of Annuity Contracts
 (S)1035 Exchanges
 Assignments
 Multiple Contracts Rule
STATEMENT OF ADDITIONAL INFORMATION........................................  38
 Table of Contents
</TABLE>
 
                                       2
<PAGE>
 
 DEFINITION OF TERMS
 
ACCOUNT
Separate Account B.
 
ACCUMULATION VALUE
The amount that the contract provides for investment at any time. Initially,
this amount is equal to the premium paid. Thereafter, the accumulation value
will reflect the premiums paid, investment experience, charges deducted and
partial withdrawals taken.
 
ANNUITANT
The person designated by the owner to receive the annuity payments and whose
death initiates payment of the death benefit.
 
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 annuitant receives. It may be either a fixed or a vari-
able amount based on the annuity option chosen.
 
ATTAINED AGE
The issue age of the 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 annu-
itant (when there is no contingent annuitant) or owner.
 
BUSINESS DAY
Any day the New York Stock Exchange ("NYSE") is open for trading, exclusive of
Federal holidays, or any other 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 if the owner surrenders the contract.
 
CHARGE DEDUCTION DIVISION
The Liquid Asset Division, which is the division from which all charges are
deducted if so designated on the application or enrollment form, or later
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
The entire contract consisting of the basic contract, the application or
enrollment form 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 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.
 
CUSTOMER SERVICE CENTER
Where service is provided to our contract owners. The mailing address and tele-
phone number of the Customer Service Center are shown on the cover.
 
DEFERRED ANNUITY
A contract which provides for the accumulation of funds that will reflect
investment experience. These funds may be applied under an annuity option at
the annuity commencement date.
 
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.
 
                                       3
<PAGE>
 
 DEFINITION OF TERMS (CONTINUED)
 
 FEE TABLE
 
 
FREE LOOK PERIOD
The period of time within which the contract owner may examine the contract and
return it for a refund.
 
GENERAL ACCOUNT
The account which contains all of our assets other than those held in our sepa-
rate accounts.
 
INDEX OF INVESTMENT EXPERIENCE
The index that measures the performance of a separate account division.
 
INITIAL PREMIUM
The payment amount required to put a contract into effect.
 
ISSUE AGE
The 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.
 
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 adds benefits to the contract.
 
SPECIALLY DESIGNATED DIVISION
The Liquid Asset 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.
OWNER TRANSACTION EXPENSE (deducted from accumulation value)
<TABLE>
<S>                                                 <C>         <C>
DISTRIBUTION FEE (ANNUAL SALES LOAD) AS A PERCENTAGE OF THE
INITIAL AND EACH ADDITIONAL PREMIUM, deducted at the end of
each contract processing period following receipt of each
premium over a six year period from the date we receive and
accept each premium payment...................................  1.00%(/1/)(/2/)
<CAPTION>
                                                    DURING YEAR
                                                    -----------
<S>                                                 <C>         <C>
SURRENDER CHARGE AS A PERCENTAGE OF THE INITIAL OR
 ADDITIONAL PREMIUM deducted upon surrender as
 measured from the date the premium is accepted...  1.........             6.00%
                                                    2.........             5.00
                                                    3.........             4.00
                                                    4.........             3.00
                                                    5.........             2.00
                                                    6.........             1.00
                                                    7+........             0.00
</TABLE>
 
<TABLE>   
<S>                                                                  <C>
EXCESS ALLOCATION CHARGE............................................  $0(/3/)
PARTIAL WITHDRAWAL CHARGE (2.0% of the withdrawal for each
additional conventional partial withdrawal after the first in a
contract year) not to exceed........................................  $25
 
ANNUAL CONTRACT FEES (deducted from the accumulation value)
ADMINISTRATIVE CHARGE
If total premiums paid in the first contract year are less than
$100,000............................................................  $40
If total premiums paid in the first contract year are $100,000 or
more................................................................   $0
 
SEPARATE ACCOUNT ANNUAL EXPENSES (percentage of assets in each separate account
division)
MORTALITY AND EXPENSE RISK CHARGE................................... 0.90%(/2/)
ASSET BASED ADMINISTRATIVE CHARGE................................... 0.10%
Total Separate Account Annual Expenses.............................. 1.00%
</TABLE>    
 
                                       4
<PAGE>
 
 FEE TABLE (CONTINUED)
 
 
THE GCG TRUST ANNUAL EXPENSES (based on combined assets of the indicated groups
of Series):
 
<TABLE>   
<CAPTION>
                                                    OTHER            TOTAL
               SERIES              FEES(/4/)    EXPENSES(/5/)       EXPENSES
               ------              --------- ------------------- --------------
    <S>                            <C>       <C>                 <C>
    Multiple Allocation, Fully
    Managed, Capital
    Appreciation, Rising
    Dividends, All-Growth,
    Real Estate, Hard Assets,        0.99%          0.01%            1.00%
    Value Equity,
    Strategic Equity, and Small
    Cap Series:
 
 
    Emerging Markets Series:(/6/)    1.75%          0.05%            1.80%
 
 
    Managed Global Series:(/7/)      1.25%          0.01%            1.26%
 
 
    Limited Maturity Bond and        0.60%          0.01%            0.61%
    Liquid Asset Series:
 
THE ESS TRUST ANNUAL EXPENSES:
 
<CAPTION>
                                                    OTHER            TOTAL
                                               EXPENSES AFTER    EXPENSES AFTER
                                                   EXPENSE          EXPENSE
               SERIES              FEES(/4/) REIMBURSEMENTS(/8/) REIMBURSEMENTS
               ------              --------- ------------------- --------------
 
    <S>                            <C>       <C>                 <C>
    OTC, Research, and Total         0.80%          0.40%            1.20%
    Return Portfolios:
 
 
    Growth & Income and Value +
    Growth Portfolios:               0.95%          0.40%            1.35%
</TABLE>    
- -------------------
(1)  Contracts with a contract date prior to May 3, 1993 and the prospectus
     delivered in connection with such contracts described the sales load as a
     deferred load, which is equivalent to the combination of the distribution
     fee and surrender charge described above. Limited Edition contracts
     purchased through Golden American Separate Account D and the prospectus
     delivered in connection with such contracts also described the sales load
     as a deferred load.
(2)  If your initial premium will be $25,000 or more, we also offer DVA Series
     100 through another prospectus, which is a contract with a different
     charging structure.
   
(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.     
   
(4)  Fees decline as combined assets increase (see Account B Divisions and the
     Trust prospectuses for details).     
(5)  Other expenses generally consist of independent trustees fees and
     expenses.
   
(6) Expenses have been restated to reflect current fees.     
   
(7)  The expenses for the Managed Global Series are based on the actual experi-
     ence of the Series together with that of its predecessor for accounting
     purposes, the Managed Global Account of Golden American's Separate Account
     D. On September 3, 1996, the Managed Global Account was reorganized into
     the Managed Global Division of Account B and the Managed Global Series of
     the GCG Trust.     
          
(8)  Other expenses shown take into account the effect of EISI's agreement to
     reimburse the portfolios for all operating expenses, excluding management
     fees, that exceed 0.40% of its average daily net assets. This reimburse-
     ment agreement commenced February 1, 1997. Prior to February 1, 1997 EISI
     reimbursed the portfolios for all operating expenses, excluding management
     fees, that exceeded 0.75% of their average daily net assets. This reim-
     bursement 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% and 0.95%, respectively, for the OTC, Research,
     Total Return, Growth & Income, and Value + Growth Portfolios for the year
     ended December 31, 1996.     
 
                                       5
<PAGE>
 
 FEE TABLE (CONTINUED)
 
 
Examples:
 
If 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...................  $80.92    $123.94    $168.63    $328.36
Fully Managed.........................   80.92     123.94     168.63     328.36
Capital Appreciation..................   80.92     123.94     168.63     328.36
Rising Dividends......................   80.92     123.94     168.63     328.36
All-Growth............................   80.92     123.94     168.63     328.36
Real Estate...........................   80.92     123.94     168.63     328.36
Hard Assets...........................   80.92     123.94     168.63     328.36
Value Equity..........................   80.92     123.94     168.63     328.36
Strategic Equity......................   80.92     123.94     168.63     328.36
Small Cap.............................   80.92     123.94     168.63     328.36
Emerging Markets......................   88.92     147.74     207.91     404.62
OTC...................................   82.92     129.94     178.61     348.05
Research..............................   82.92     129.94     178.61     348.05
Total Return..........................   82.92     129.94     178.61     348.05
Growth & Income.......................   84.43     134.43     186.02     362.55
Value + Growth........................   84.43     134.43     186.02     362.55
Managed Global........................   83.53     131.74     181.58     353.88
Limited Maturity Bond.................   76.99     112.12     148.89     288.69
Liquid Asset..........................   76.99     112.12     148.89     288.69
- --------------------------------------------------------------------------------
If you do not surrender your contract or if you annuitize, you would pay the
following expenses for each $1,000 of initial premium assuming a 5% annual
return on assets:
- --------------------------------------------------------------------------------
 
<CAPTION>
DIVISION                               ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S>                                    <C>      <C>         <C>        <C>
Multiple Allocation...................  $30.92    $ 93.94    $158.63    $328.36
Fully Managed.........................   30.92      93.94     158.63     328.36
Capital Appreciation..................   30.92      93.94     158.63     328.36
Rising Dividends......................   30.92      93.94     158.63     328.36
All-Growth............................   30.92      93.94     158.63     328.36
Real Estate...........................   30.92      93.94     158.63     328.36
Hard Assets...........................   30.92      93.94     158.63     328.36
Value Equity..........................   30.92      93.94     158.63     328.36
Strategic Equity......................   30.92      93.94     158.63     328.36
Small Cap.............................   30.92      93.94     158.63     328.36
Emerging Markets......................   38.92     117.74     197.91     404.62
OTC...................................   32.92      99.94     168.61     348.05
Research..............................   32.92      99.94     168.61     348.05
Total Return..........................   32.92      99.94     168.61     348.05
Growth & Income.......................   34.43     104.43     176.02     362.55
Value + Growth........................   34.43     104.43     176.02     362.55
Managed Global........................   33.53     101.74     171.58     353.88
Limited Maturity Bond.................   26.99      82.12     138.89     288.69
Liquid Asset..........................   26.99      82.12     138.89     288.69
</TABLE>    
- --------------------------------------------------------------------------------
   
For purposes of computing the annual per contract administrative charge, the
dollar amounts shown in the examples are based on an initial premium of
$65,000.     
 
The purpose of the fee table is to assist you in understanding the various
costs and expenses that you may bear directly or indirectly. The fee table
reflects expenses of Account B as well as the Trusts. Premium taxes may also be
applicable. See Charges and Fees, Premium Taxes. For a complete description of
contract costs and expenses, see the section titled Charges and Fees. For a
more complete description of the costs and expenses of the Trusts, see the
Trust prospectuses.
 
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.
 
                                       6
<PAGE>
 
 SUMMARY OF THE CONTRACT
 
This prospectus has been designed to provide you with information regarding the
contract and Account B which funds the contract. Information concerning the
Series underlying the divisions of Account B is set forth in the Trust prospec-
tuses.
 
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 its attached appli-
cation or enrollment form and 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 offered by Golden American and
funded by Account B.
 
You have a choice of investments. We do not promise that your accumulation
value will increase. Depending on the contract's investment experience for
funds invested in the Accounts, the 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) of the Internal Revenue Code
of 1986 ("qualified plan"). For a contract funding a qualified plan, distribu-
tion must commence not later than April 1st of the calendar year following the
calendar year in which you attain age 70 1/2. 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 the
accumulation value on the annuity commencement date or the cash surrender value
upon surrender of the contract. See Choosing an Income Plan.
 
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 1/2 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. If
your initial premium will be $25,000 or more we also offer GoldenSelect DVA
Series 100 through another prospectus, which is a contract with a different
charging structure. We may change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. See Group or Spon-
sored Arrangements.
 
The minimum additional premium payment we will accept is $500 for a non-quali-
fied plan and $250 for a qualified plan. We will take under consideration and
may refuse to accept a premium payment if the sum of all premium payments
received under the contract totals more than $1,500,000.
 
THE DIVISIONS
There are nineteen divisions of Account B currently available under the
contract. Each of the nineteen divisions 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 Account B and Account B Divisions.
 
HOW THE ACCUMULATION VALUE VARIES
The accumulation value 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 Accumulation Value in
Each Division.
 
SURRENDERING YOUR CONTRACT
The cash surrender value varies each day depending on investment results. We do
not guarantee any minimum cash surrender value. 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 Cash Surrender
Value and Surrendering to Receive the Cash Surrender Value.
 
                                       7
<PAGE>
 
 SUMMARY OF THE CONTRACT (CONTINUED)
 
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 accumula-
tion value of the contract. You may take conventional partial withdrawals once
per contract year without charge. Alternatively, you may elect in advance to
take systematic partial withdrawals on a monthly or quarterly basis. If you
have an IRA contract, you may elect IRA partial withdrawals on a monthly, quar-
terly or annual basis.
 
Partial withdrawals are subject to certain restrictions as defined in this
prospectus and partial withdrawals above a specified percentage of your accumu-
lated value may be subject to a surrender charge. See Partial Withdrawals.
 
DOLLAR COST AVERAGING
Under this option, you may choose to have a specified dollar amount transferred
from either the Limited Maturity Bond Division or Liquid Asset Division to the
other divisions on a monthly basis with the objective of shielding your invest-
ment from short-term price fluctuations. See Dollar Cost Averaging Option.
 
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 when you receive the contract. For purposes of admin-
istering 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 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 Changes.
 
DEATH BENEFIT PROCEEDS
The contract provides a death benefit to the beneficiary if the annuitant (when
there is no contingent annuitant) or an owner dies prior to the annuity
commencement date. See Proceeds Payable to the Beneficiary. We may reduce the
death benefit proceeds payable under certain group or sponsored arrangements.
See Group or Sponsored Arrangements.
 
CONTRACT PROCESSING PERIODS
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.
 
DEDUCTIONS FOR CHARGES AND FEES
We invest the entire amount of the initial and any additional premium payments
in the divisions you select, subject to certain restrictions we impose. See
Restrictions on Allocation of Premium Payments. We then periodically deduct
certain amounts from your accumulation value. See Charges and Fees. We may
reduce certain charges under group or sponsored arrangements. See Group or
Sponsored Arrangements. We may also reduce certain charges for contracts
purchased in combination with certain flexible premium variable life products
that we offer. Charges are deducted proportionately from all divisions in which
you are invested, unless you have elected the Charge Deduction Division. The
charges we deduct are:
 
DISTRIBUTION FEE
 We deduct a sales load in an annual amount of 1.00% of each premium at the
 end of each contract processing period for a period of six years from the
 date we receive and accept each premium payment.
 
 We also offer through other prospectuses other DVAs which are contracts with
 different charging structures.
 
SURRENDER CHARGE
 A surrender charge is imposed as a percentage of premium if the contract is
 surrendered or an excess partial withdrawal is taken during the six year
 period from the date we receive and accept each premium payment. The
 percentage imposed at the time of surrender or excess partial withdrawal
 depends on the distribution fee collected to the time the contract is surren-
 dered or the excess partial withdrawal is taken. The surrender charge in the
 first contract year is 6.00% and reduces by 1.00% each year during the six
 year period from the date we receive and accept each premium payment.
 
 Contracts with a contract date prior to May 3, 1993 and the prospectus deliv-
 ered in connection with such contracts, described the sales load as a
 
                                       8
<PAGE>
 
 SUMMARY OF THE CONTRACT (CONTINUED)
 
 deferred load, which is equivalent to the combination of the distribution fee
 and surrender charge described above. GoldenSelect Limited Edition contracts
 purchased through Golden American Separate Account D and the prospectus
 delivered in connection with such contracts also described the sales load as
 a deferred load.
 
 If your initial premium will be $25,000 or more we also offer DVA Series 100
 through another prospectus, which is a contract with a different charging
 structure.
 
MORTALITY AND EXPENSE RISK CHARGE
 We charge each division of Account B with a daily asset based charge for
 mortality and expense risks equivalent to an annual rate of 0.90%.
 
PREMIUM TAXES
 Generally, premium taxes are incurred on the annuity commencement date, and a
 charge for premium taxes is then deducted from the accumulation value on such
 date. Some jurisdictions impose a premium tax at the time the initial or
 additional premiums are paid, regardless of the annuity commencement date.
 
ADMINISTRATIVE CHARGE
 The amount deducted is $40 per contract year if total premiums paid in the
 first contract year are less than $100,000. If the total premiums paid in the
 first contract year equals $100,000 or more, the charge is zero.
 
EXCESS ALLOCATION CHARGE
 The first five allocation changes in any contract year may be made without
 charge. Each subsequent allocation change is subject to a $25 excess alloca-
 tion charge.
 
PARTIAL WITHDRAWAL CHARGE
 If you take more than one conventional partial withdrawal during a contract
 year, we impose a charge of the lesser of $25 and 2.0% of the amount with-
 drawn for each additional conventional partial withdrawal. See Partial With-
 drawals, Conventional Partial Withdrawal Option.
 
ASSET BASED ADMINISTRATIVE CHARGE
 We charge each division of Account B with a daily asset based charge to cover
 a portion of contract administration equivalent to an annual rate of 0.10% .
 
TRUST EXPENSES
 There are fees and expenses deducted from each Series. The investment perfor-
 mance of the Series and deductions for fees and expenses from the Trusts will
 affect your accumulation value. Please read the Trust prospectuses for
 details.
 
TAX PENALTIES
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 with-
drawal or surrender the contract before reaching age 59 1/2. See Federal Tax
Considerations.
 
                                       9
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION
 
INDEX OF INVESTMENT EXPERIENCE
   
The upper table gives the index of investment experience for each division of
Account B on their respective commencement of operations and on December 31,
1989, 1990, 1991, 1992, 1993, 1994, 1995 and 1996, as applicable. The index of
investment experience is equal to the value of a unit for each division of the
Account B. The total value of each division as of the end of each period indi-
cated is shown in the lower table.     
<TABLE>   
<CAPTION>
                                                 INDEX OF INVESTMENT EXPERIENCE
                         -------------------------------------------------------------------------------------------------------  
                         1/24/89      12/31/89     12/31/90     12/31/91     12/31/92     12/31/93     12/31/94     12/31/95      
                         -------      --------     --------     --------     --------     --------     --------     --------      
<S>                      <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>           
Multiple Allocation..... $10.00        $10.82       $11.19       $13.30       $13.41       $14.75       $14.43       $17.00       
Fully Managed...........  10.00         10.38         9.87        12.59        13.24        14.11        12.95        15.48       
Capital Appreciation....     --(/1/)       --(/1/)      --(/1/)      --(/1/)   11.01        11.81        11.50        14.83       
Rising Dividends........     --(/3/)       --(/3/)      --(/3/)      --(/3/)      --(/3/)   10.29        10.25        13.30       
All-Growth..............  10.00         10.71         9.74        13.16        12.69        13.39        11.83        14.34       
Real Estate.............  10.00          9.90         7.68        10.19        11.48        13.33        14.04        16.20       
Hard Assets.............  10.00         11.86        10.05        10.42         9.30        13.81        14.02        15.36       
Value Equity............     --(/4/)       --(/4/)      --(/4/)      --(/4/)      --(/4/)      --(/4/)      --(/4/)   13.39       
Strategic Equity........     --(/5/)       --(/5/)      --(/5/)      --(/5/)      --(/5/)      --(/5/)      --(/5/)   10.01       
Small Cap...............     --(/6/)       --(/6/)      --(/6/)      --(/6/)      --(/6/)      --(/6/)      --(/6/)      --(/6/)  
Emerging Markets........     --(/3/)       --(/3/)      --(/3/)      --(/3/)      --(/3/)   12.41        10.42         9.27       
OTC.....................     --(/7/)       --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)  
Research................     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)  
Total Return............     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)  
Growth & Income.........     --(/7/)       --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/)  
Value + Growth..........     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/)  
Managed Global..........     --(/2/)       --(/2/)      --(/2/)      --(/2/)   10.01        10.52         9.09         9.66       
Limited Maturity Bond...  10.00         10.88        11.61        12.78        13.27        13.95        13.65        15.10       
Liquid Asset............  10.00         10.68        11.38        11.90        12.15        12.35        12.68        13.24       
<CAPTION>                                         
                                      ---------   
                                       12/31/96   
                                       --------   
<S>                                    <C>        
Multiple Allocation.....                $18.30    
Fully Managed...........                 17.83    
Capital Appreciation....                 17.65    
Rising Dividends........                 15.88    
All-Growth..............                 14.11    
Real Estate.............                 21.70    
Hard Assets.............                 20.26    
Value Equity............                 14.66    
Strategic Equity........                 11.83    
Small Cap...............                 11.89    
Emerging Markets........                  9.85    
OTC.....................                 15.86    
Research................                    --(/8/)
Total Return............                    --(/8/) 
Growth & Income.........                 12.52    
Value + Growth..........                    --(/8/) 
Managed Global..........                 10.74    
Limited Maturity Bond...                 15.59    
Liquid Asset............                 13.76    
</TABLE>     
                                        
<TABLE>   
<CAPTION>
                                                             TOTAL ACCUMULATION VALUE
                         -------------------------------------------------------------------------------------------------------- 
                          12/31/89         12/31/90         12/31/91          12/31/92          12/31/93          12/31/94        
                         -----------      -----------      -----------      ------------      ------------      ------------      
<S>                      <C>              <C>              <C>              <C>               <C>               <C>               
Multiple Allocation..... $15,556,366      $23,963,356      $57,739,245      $115,124,744      $273,158,122      $297,507,994      
Fully Managed...........   5,333,885        5,414,160        9,834,436        37,352,585       108,290,963        98,836,207      
Capital Appreciation....          --(/1/)          --(/1/)          --(/1/)   18,366,222        86,798,642        88,344,684      
Rising Dividends........          --(/3/)          --(/3/)          --(/3/)           --(/3/)   14,387,382        50,384,765      
All-Growth..............   3,077,542        4,528,380       11,159,814        23,418,811        56,055,565        70,623,784      
Real Estate.............     650,003          309,556          696,180         3,600,461        28,772,896        36,936,728      
Hard Assets.............   2,320,696        2,460,399        2,646,183         2,882,417        21,436,544        32,746,767      
Value Equity............          --(/4/)          --(/4/)          --(/4/)           --(/4/)           --(/4/)           --(/4/) 
Strategic Equity........          --(/5/)          --(/5/)          --(/5/)           --(/5/)           --(/5/)           --(/5/) 
Small Cap...............          --(/6/)          --(/6/)          --(/6/)           --(/6/)           --(/6/)           --(/6/) 
Emerging Markets........          --(/3/)          --(/3/)          --(/3/)           --(/3/)   30,488,589        59,747,048      
OTC.....................          --(/7/)          --(/7/)          --(/7/)           --(/7/)           --(/7/)           --(/7/) 
Research................          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)           --(/8/) 
Total Return............          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)           --(/8/) 
Growth & Income.........          --(/7/)          --(/7/)          --(/7/)           --(/7/)           --(/7/)           --(/7/) 
Value + Growth..........          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)           --(/8/) 
Managed Global..........          --(/2/)          --(/2/)          --(/2/)   38,699,402        88,477,493        86,208,555      
Maturity Bond...........   2,595,966        8,009,970       15,935,184        39,861,202        71,622,231        71,573,009    
Liquid Asset............   2,190,649        8,419,953        9,224,303        12,769,536        16,497,588        45,364,989    
<CAPTION> 
                             --------------               ------------
                                12/31/95                    12/31/96  
                              ------------                ------------
<S>                           <C>                         <C> 
Multiple Allocation.....      $305,499,995                $270,427,444
Fully Managed...........       117,325,242                 134,430,861
Capital Appreciation....       121,047,204                 145,988,538
Rising Dividends........        80,341,660                 123,572,620
All-Growth..............        91,960,166                  76,841,848
Real Estate.............        34,814,825                  50,680,643
Hard Assets.............        26,991,780                  43,301,050
Value Equity............        28,447,742                  42,860,704
Strategic Equity........         8,030,333                  29,858,001
Small Cap...............                --(/6/)             33,055,763
Emerging Markets........        36,887,958                  37,153,421
OTC.....................                --(/7/)              4,571,461
Research................                --(/8/)                     __(/8/)     
Total Return............                --(/8/)                     __(/8/)
Growth & Income.........                --(/7/)              8,274,883
Value + Growth..........                --(/8/)                     __(/8/)
Managed Global..........        72,375,222                  86,266,168
Limited Maturity Bond...        67,838,218                  54,334,320
Liquid Asset............        36,490,508                  37,475,760
</TABLE>      
- ------------
(1) The Capital Appreciation Division became available for investment on May
    4, 1992, starting with an index of investment experience of $10.00.
(2) The index of investment experience for the Managed Global Division is
    based on the actual experience of its predecessor for accounting purposes,
    the Managed Global Account of Golden American's Separate Account D. The
    Managed Global Account became available for investment on October 21,
    1992, starting with an index of investment experience of $10.00.
(3) The Rising Dividends and Emerging Markets Divisions became available for
    investment on October 4, 1993, starting with an index of investment
    experience of $10.00.
(4) The Value Equity Division became available for investment on January 1,
    1995, starting with an index of investment experience of $10.00.
(5) The Strategic Equity Division became available for investment in October
    2, 1995, starting with an index of investment experience of $10.00.
(6) The Small Cap Division became available for investment on January 2, 1996,
    starting with an index of investment experience of $10.00.
   
(7) The OTC and the Growth & Income Divisions became available for investment
    on September 3, 1996, starting with an index of investment experience of
    $14.79 and $10.97, respectively.     
(8) The Research, Total Return and Value + Growth Divisions became available
    for investment on January 20, 1997, starting with indices of investment
    experience of $16.64, $13.93, and $12.05, respectively.
 
 In order to provide for continuity in results, the above table is based on
 charges for the contract described in this prospectus. Contracts issued prior
 to May 1, 1991, were based on lower asset charges and, thus, would have
 higher values for the indices of investment experience.
 
                                       10
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION (CONTINUED)
 
FINANCIAL STATEMENTS
   
The audited financial statements of Separate Account B (as well as the audi-
tors' report thereon) and the audited financial statements of the Managed
Global Account of Separate Account D, the predecessor 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 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 Statement of Additional Information.     
 
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 divi-
sions, and the total return of all divisions may appear in reports and promo-
tional 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 calcu-
lated 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 invest-
ment income per unit (accumulation value divided by the index of investment
experience -- see 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
divi- sion), and will reflect the deduction of the applicable distribution fee
and/or surrender charge, the administrative charge and the mortality and
expense risk charge. Quotations of total return may simultaneously be shown for
other periods that do not take into account certain contractual charges, such
as the distribution fee and surrender 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 promo-
tional 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 secu-
rities 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 inde-
pendent 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 deduc-
tions 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 objec-
tives and policies, characteristics and quality of the portfolio of the Series
of the respective Trust in which the division invests and the market conditions
during the given time period, and should not be considered as a representation
of what may be achieved in the future. For a description of the methods used to
determine yield and total return for the divisions, see the Statement of Addi-
tional 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
 
                                       11
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION (CONTINUED)
 
 INTRODUCTION
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B
 
products tracked by Lipper Analytical Services or by rating services, compa-
nies, publications, or other persons who rank separate accounts or other
investment products on overall performance or other criteria.
The following information describes the contract and Account B. Account B
invests in mutual fund portfolios of The GCG Trust and The Equi-Select Series
Trust.
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 Dela-
ware and is an indirect wholly owned subsidiary of Equitable of Iowa Companies
("Equitable of Iowa"). Prior to December 30, 1993, Golden American was a Minne-
sota 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. As of December 31,
1996, Golden American had stockholder's equity of approximately $140.5 million
and total assets of approximately $1.7 billion, including approximately $1.21
billion of separate account assets.     
   
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"), Equi-
table of Iowa Securities Network, Inc., Directed Services, Inc. ("DSI"), and
Golden American. As of December 31, 1996, Equitable of Iowa had over $12.5
billion in assets.     
 
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 regula-
tions. 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 Account B 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 of Account
B 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 suit-
able 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. 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 Series was formerly the
Managed Global Account of Golden American's Separate Account D from October 12,
1992 until September 3, 1996. Currently, each division of Account B offered
under this prospectus invests in a portfolio of the
 
                                       12
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
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 may also have 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 serv-
ices necessary for the
Series' operation and provide or procure the services and information neces-
sary to the proper conduct of the business of the Series. See the Trust
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 monthly fee based on
the following percentages 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.
 
THE GCG TRUST
 
- -------------------------------------------------------------------------------
<TABLE>   
<CAPTION>
SERIES                    FEES (based on combined assets of the indicated groups of Series)
- ------------------------  -----------------------------------------------------------------
 
<S>                       <C>
Multiple Allocation,      1.00% of first $750 million;
Fully Managed,            0.95% of next $1.250 billion;
Capital Appreciation,     0.90% of next $1.5 billion; and
Rising Dividends,         0.85% of amount in excess of $3.5 billion
All-Growth, Real Estate,
Hard Assets, Value
Equity, Strategic
Equity, and Small Cap
Series:
 
 
Emerging Markets Series:  1.75% of average daily net assets
 
Managed Global:           1.25% of first $500 million;
                          1.05% of amount in excess of $500 million
 
Limited Maturity Bond     0.60% of first $200 million;
and                       0.55% of next $300 million; and
Liquid Asset Series:      0.50% of amount in excess of $500 million
- -------------------------------------------------------------------------------
 
THE ESS TRUST
 
- -------------------------------------------------------------------------------
<CAPTION>
SERIES                    FEES
- ------------------------  -----------------------------------------------------------------
 
<S>                       <C>
OTC, Research and Total   0.80% of first $300 million;
Return Portfolios:        0.55% of amount in excess of $300 million
 
Growth & Income and       0.95% of first $200 million;
Value + Growth Portfo-    0.75% of amount in excess of $200 million
lios:
</TABLE>    
- -------------------------------------------------------------------------------
 
                                      13
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
The following divisions invest in shares of the 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 unnec-
 essary 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 preser-
 vation of capital and prudent investment risk.
INVESTMENTS
 Invests primarily in common stocks. The Series also may invest in fixed
 income securities and money market instruments to preserve its principal
 value during uncertain or declining market conditions. The Series' strategy
 is based on the premise that, from time to time, certain asset classes are
 more attractive long-term investments than others.
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 earn-
 ings and positive earnings momentum; dominant competitive positions; and
 demonstrate above-average growth rates as compared to published S&P 500 earn-
 ings projections; and (ii) The Value Component -- Securities that the port-
 folio 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 judgement, offer an optimum combination of current divi-
 dend 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 longterm 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
(FORMERLY NATURAL RESOURCES)
 
HARD ASSETS SERIES
OBJECTIVE
 Long-term capital appreciation.
 
                                      14
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
INVESTMENTS
 Investment in equity and debt securities of companies engaged in the explora-
 tion, development, production, and distribution of natural resources.
PORTFOLIO MANAGER
 Van Eck Associates Corporation
 
VALUE EQUITY DIVISION
 
VALUE EQUITY SERIES
OBJECTIVE
 Capital appreciation, with dividend income as a secondary objective.
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 rela-
 tive to price.
PORTFOLIO MANAGER
 Eagle Asset Management, Inc.
 
EMERGING MARKETS DIVISION
 
EMERGING MARKETS SERIES
OBJECTIVE
 Long-term growth of capital.
INVESTMENTS
 Investment primarily in equity securities of companies that are considered to
 be in emerging market countries in the Pacific Basin and Latin America.
 Income is not an objective, and any production of current income is consid-
 ered incidental to the objective of growth of capital.
PORTFOLIO MANAGER
    
 Putnam Investment Management, Inc.     
 
MANAGED GLOBAL DIVISION
 
MANAGED GLOBAL SERIES
OBJECTIVE
 High total investment return, consistent with a prudent regard for capital
 preservation.
INVESTMENTS
 Investment in a wide range of equity and debt securities and money market
 instruments 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.
 
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.
 
                                       15
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
PORTFOLIO MANAGER
 Fred Alger Management, 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.
 
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 difficul-
ties 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 policyowners and pension and retirement plans. For more infor-
mation 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 insur-
ance companies except affiliated insurance companies 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.
 
                                      16
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
 
You will find complete information about both the GCG Trust and the ESS Trust,
including the risks associated with each Series, in the accompanying Trust
prospectuses. You should read them carefully in conjunction with this
prospectus before investing. Additional copies of the Trust prospectuses may
be obtained by contacting our Customer Service Center.
 
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 port-
folio 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 portfo-
lio'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 an Account B under the 1940 Act;
 
(2) operate an Account B as a management company under the 1940 Act if it is
    operating as a unit investment trust;
 
(3) operate an 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.
 
 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.
 
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 benefi-
ciary the death benefit then due. The sole owner's estate will be the benefi-
ciary if no beneficiary designation is in effect, or if the designated benefi-
ciary 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, the beneficial owner of
the trust will be treated as the owner of the contract solely for the purpose
of activating the death benefit provision. See Contracts Owned by Non-Natural
Persons.
 
THE ANNUITANT
 
The annuitant will receive the annuity benefits of the contract if 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. Once named, neither the annuitant nor the
contingent annuitant, if any, may be changed at any time.
 
If there is no contingent annuitant when the annuitant dies prior to the
annuity commencement date, 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 annu-
itant was the sole owner and there is no beneficiary designation, the
annuitant's estate will be the beneficiary.
 
THE BENEFICIARY
 
The beneficiary is the person to whom we pay death benefit proceeds if the
annuitant (when there is no contingent annuitant) or owner dies prior to the
annuity commencement date. We pay death benefit proceeds to the primary bene-
ficiary. 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 (if
other than the annuitant). If the owner was the annuitant, we pay any death
benefit proceeds to the annuitant's estate.
 
                                      17
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
One or more persons who must be individuals may be named as beneficiary or
contingent beneficiary. In the case of more than one beneficiary, we will
assume any death benefit proceeds are to be paid in equal shares to the
surviving beneficiaries. You may specify other than equal shares.
 
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 must act
together to exercise the rights and options under the contract.
 
CHANGE OF OWNER OR BENEFICIARY
 
During the annuitant's lifetime and while the contract is in effect, you may
transfer ownership of the contract (if purchased in connection with a non-qual-
ified plan) subject to our published rules at the time of the change. 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 Additional Considerations, Transfer of Annuity Contracts,
and Assignments.
 
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 connec-
 tion with an individual retirement account. 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 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.
 
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 the Customer Service Center. The annuitant named on the application
or enrollment form 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. If your initial premium will be
$25,000 or more, we also offer DVA Series 100 through another prospectus, which
is a contract with a different charging structure.
 
We may refuse a premium payment if an initial premium or the sum of all premium
payments is more than $1,500,000. We may change the minimum initial or addi-
tional 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.
 
                                       18
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
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 quali-
fied plans, no contributions may be made to an IRA contract for the taxable
year in which you attain age 70 1/2 and thereafter (except for rollover
contributions). The minimum additional premium payment we will accept is $500
for a non-qualified plan and $250 for a qualified plan.
 
CREDITING PREMIUM PAYMENTS
 
The initial premium will be accepted or rejected within two business days of
receipt by us of a completed application or enrollment form. We may retain the
initial premium for up to five days while attempting to complete an incomplete
application or enrollment form. If the application or enrollment form cannot
be made complete within five valuation 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 specifically consents to our
retaining the initial premium until the application or enrollment form is made
complete. Thereafter, all premiums will be accepted on the day received.
 
We will accept, by agreement with broker-dealers who use wire transmittals,
transmittal of initial and additional premium payments by wire order from the
broker-dealer to the Customer Service Center. Such transmittals must be accom-
panied by a simultaneous telephone facsimile transmission containing the
essential information we require to open an account and allocate the premium
payment.
 
Premium payments accepted via wire order and accompanying facsimile transmis-
sions will be invested at the value next determined following receipt. Wire
orders not accompanied by facsimile transmissions, or accompanied by facsimile
transmissions which do not contain the essential information we require to
open an account and allocate the premium payment, may be retained for a period
not exceeding five business days while an attempt is made to obtain the
required facsimile transmission. If the required facsimile transmission cannot
be obtained within five business days, the Customer Service Center will inform
the broker-dealer, on behalf of the applicant/enrollee, of the reasons for the
delay and return the premium payment immediately to the broker-dealer for
return to the applicant/enrollee, unless the applicant/enrollee specifically
consents to allow us to retain the premium payment until the required
facsimile transmission is received by the Customer Service Center.
 
We will issue the contract; however, until we have received and accepted at
the Customer Service Center a properly completed application or enrollment
form, we reserve the right to rescind the contract. If an application or
enrollment form is not received within ten days of receipt of the initial
premium via wire order, or if an incomplete application or enrollment form is
received and cannot be completed within ten days of receipt of the initial
premium, the amount of the initial premium, with any gain, will be returned to
the broker-dealer for return to the applicant/enrollee. In no event will less
than the full amount of the initial premium be returned to the
applicant/enrollee.
 
On the date we receive and accept your initial or additional premium payment:
 
(1) We allocate the initial premium among the divisions 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.
 
(2) For an initial premium, we calculate the distribution fee and any charge
    for premium taxes, if applicable. When an additional premium payment is
    made we increase any distribution fee and any charge for premium taxes, if
    applicable. These charges will be collected by us from the contract's
    accumulation value. HOWEVER, WE CURRENTLY WAIVE THE DEDUCTION OF THE
    CHARGE FOR PREMIUM TAXES. (See Charges and Fees, Premium Taxes).
 
(3) For an initial premium, we calculate the guaranteed death benefit. When an
    additional premium payment is made we increase the guaranteed death bene-
    fit.
 
                                      19
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
ELECTRONIC DATA TRANSMISSION OF APPLICATION INFORMATION
 In certain states, we will also accept, by agreement with broker-dealers who
 use electronic data transmissions of application information, wire
 transmittals of initial premium payments from the broker-dealer to the
 Customer Service Center for purchase of the contract. Contact the Customer
 Service Center to find out about state availability.
 
 Upon receipt of the electronic data and wire transmittal, we will open an
 account and allocate the premium payment according to the client's instruc-
 tions. Based on the information provided, we will generate an application or
 enrollment form and contract to be forwarded to the applicant/enrollee for
 signature.
 
 During the period from receipt of the initial premium until the signed appli-
 cation or enrollment form is received, the owner may not execute any finan-
 cial transactions with respect to the contract unless such transactions are
 requested in writing and signature guaranteed.
 
RESTRICTIONS ON ALLOCATION OF PREMIUM PAYMENTS
 
We may require that the initial premium be allocated to the Specially Desig-
nated 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 expe-
rience next computed for each division. See Measurement of Investment Experi-
ence, Index of Investment Experience and Unit Value.
 
YOUR RIGHT TO REALLOCATE
 
You may reallocate your accumulation value among the divisions of Account B at
the end of the free look period. You are allowed five allocation changes per
contract year without charge. There will be a charge of $25 deducted from the
accumulation value for each additional allocation change. When a reallocation
is made, we redeem shares of the Series underlying the divisions you are trans-
ferring from at their net asset value. Reinvestment is then made in shares of
the Series of the divisions you are transferring to at their net asset value.
To make a reallocation change, you must provide us with satisfactory notice at
our Customer Service Center.
 
RESTRICTIONS ON REALLOCATIONS
 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 OPTION
 
If you have at least $10,000 of accumulation value in the Limited Maturity Bond
Division or the Liquid Asset Division, you may choose to have a specified
dollar amount transferred from this division to other divisions in Account B 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 fluc-
tuations but does not assure a profit or protect against a loss in declining
markets. See Measurement of Investment Experience, Index of Investment Experi-
ence and Unit Value.
 
This dollar cost averaging option may be elected at the time the application or
enrollment form is completed or at a later date. The minimum amount that may be
transferred each month is $250. The maximum amount which may be transferred is
equal to the accumulation value in the Limited Maturity Bond Division or the
Liquid Asset Division when elected, 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, the accumulation value is equal to
or less than the amount you have elected to have transferred, the entire amount
will be transferred and the option will end. You may change the transfer amount
once each contract year, or cancel this option by sending us satisfactory
notice to the Customer Service Center at least seven days before the next
transfer date. Any allocation under this option will not be included in deter-
mining if the excess allocation charge will apply.
 
WHAT HAPPENS IF A DIVISION IS NOT AVAILABLE
 
When a distribution is made from an investment portfolio supporting a division
of Account B in
 
                                       20
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
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 port-
folio or division due to the unavailability of securities for acquisition. When
an investment portfolio matures, we will notify you in writing 30 days in
advance of that date. To elect an allocation to other than the Specially Desig-
nated Division, you must provide satisfactory notice to us at least seven days
prior to the date the portfolio matures. Such allocations are not counted as an
allocation change of the accumulation value 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 Desig-
nated Division to other divisions of your choice, such allocations are not
counted as an allocation change of the accumulation value for purposes of the
number of free allocation changes permitted.
 
YOUR ACCUMULATION VALUE
 
Your accumulation value is the sum of the amounts in each of the divisions in
which you are invested, and is the amount available for investment at any time.
You select the divisions to which to allocate the accumulation value. We adjust
your accumulation value on each Valuation Date to reflect the divisions'
investment performance and on each contract processing date to reflect the
removal of any charges. The accumulation value is applied to your choice of an
annuity option on the annuity commencement date. See Choosing an Income Plan.
 
You may choose up to sixteen divisions and allocate your accumulation value
among them in any way you choose.
 
ACCUMULATION VALUE IN EACH DIVISION
 
ON THE CONTRACT DATE
 On the contract date, the accumulation value is allocated to each division as
 specified on the application or enrollment form, unless the contract is
 issued in a state that requires the return of premium payments during the
 free look period, in which case, your initial premium 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 distribution fee and any charge for premium taxes. HOWEVER, WE
       CURRENTLY WAIVE THE DEDUCTION OF THE CHARGE FOR PREMIUM TAXES. (See
       Charges and Fees, Premium Taxes.)
 
 All amounts in (7) are allocated to each division in the proportion that (6)
 bears to the accumulation value, unless the Charge Deduction Division has
 been specified.
 
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, except for the OTC, Research, Total Return, Growth and
 Income, and Value + Growth Divisions which started with indices of $14.64,
 $14.79, $13.93, $10.97 and $12.05, respectively. The index for a current
 valuation period equals the index for the preceding valuation period multi-
 plied 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
 
                                       21
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 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 in which a division invests as well as the charges
 assessed against the division for a valuation period. The factor is calcu-
 lated 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 from each divi-
     sion for each day in the valuation period.
 
 (5) We subtract the daily asset based administrative charge from each divi-
     sion 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
OF ACCOUNT B
 The net rate of return for a division during a valuation period is the expe-
 rience 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 you have selected. We do not guarantee any minimum.
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 deduct any surrender charge and any unrecovered charge for premium
    taxes. (See Charges and Fees, Premium Taxes):
 
(3) We deduct any charges incurred but not yet deducted. (See Charges and
    Fees, Administrative Charge, Excess Allocation Charge, Partial Withdrawal
    Charge).
 
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 by us at our Customer Service Center and the cash
surrender value is determined accordingly as of that date. All benefits under
the contract will then be terminated as of that date. 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 as described in the When We Make
Payments provision.
 
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 the Customer Service Center. Unless
you specify otherwise, the amount of the withdrawal will be taken in propor-
tion to the amount of accumulation value in each division in which you are
invested.
 
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, and in no event may a withdrawal
amount be greater than 90% of the cash surrender value.
 
CONVENTIONAL PARTIAL WITHDRAWAL OPTION
 After the free look period, you may take a conventional partial withdrawal
 once each contract year without charge. If you take more than one conven-
 tional partial withdrawal in a contract year, we impose a charge of the
 lesser of $25 and 2.0% of the amount withdrawn. The minimum amount you may
 withdraw under this option is $1,000 and the maximum amount that may be with-
 drawn without incurring a surrender charge (assuming no systematic or IRA
 partial withdrawals are in place during that contract year) is 15% of the
 accumulation value. See Surrender Charges for Excess Partial Withdrawals,
 below.
 
                                      22
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
SYSTEMATIC PARTIAL WITHDRAWAL OPTION
 This option may be elected at the time the application or enrollment form is
 completed, 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 or
 quarterly basis from the accumulation value in the divisions of Account B.
 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 of the
 quarter or month 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 as the amount of your with-
 drawal subject to the following maximums, but in no event can a payment be
 less than $100:
 
<TABLE>
<CAPTION>
   FREQUENCY                                                MAXIMUM PERCENTAGE
   ---------                                                ------------------
   <S>                                                      <C>
    Monthly                                                        1.25%
   Quarterly                                                       3.75%
</TABLE>
 
 If a dollar amount is selected and the amount to be systematically withdrawn
 would exceed the applicable maximum percentage of the 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 with-
 drawal 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, 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.
 
 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 us
 at our Customer Service Center at least seven days prior to the next sched-
 uled 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.
 
 There may be a surrender charge associated with a partial withdrawal in any
 contract year in which you receive systematic partial withdrawals and also
 take a conventional partial withdrawal. See Surrender Charges for Excess
 Partial Withdrawals, below.
 
IRA PARTIAL WITHDRAWAL OPTION
 If you have an IRA contract and will attain age 70 1/2 in the current
 calendar year, distributions will 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 Considera-
 tions, Taxation of Individual Retirement Annuities. We will send you a notice
 before your distributions must 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 will be made. Thus, if the systematic partial withdrawal
 option is in effect, distribution 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.
 
 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
 
                                      23
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 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.
 
 There may be a surrender charge associated with a partial withdrawal in any
 contract year during which you receive IRA partial withdrawals and take a
 conventional partial withdrawal. See Surrender Charges for Excess Partial
 Withdrawals, below.
 
SURRENDER CHARGES FOR EXCESS PARTIAL WITHDRAWALS
 An excess partial withdrawal is the amount by which annualized partial with-
 drawals for a contract year exceed 15% of the accumulation value on the date
 of the withdrawal. Any partial withdrawal and any combination of partial
 withdrawals either taken during a contract year or expected to be received in
 a contract year will be taken into account in determining the amount of the
 excess partial withdrawal. An excess partial withdrawal will be considered a
 partial surrender of the contract and we will impose a surrender charge
 applicable to the accumulation value. Such amount will be deducted from the
 accumulation value in proportion to the accumulation value in each division
 from which the excess partial withdrawal was taken.
 
 An excess partial withdrawal will result in the imposition of a surrender
 charge and a corresponding reduction in the remaining surrender charge that
 subsequently can be imposed under the contract. For example the following
 assumes a conventional partial withdrawal of $17,200 is taken at the begin-
 ning of the fourth contract year. A contract with a current surrender charge
 of $3,000 (an initial surrender charge of $6,000 reducing at the rate of
 $1,000 per contract year for six years), has an accumulation value of
 $100,000.
 
 In this example, $15,000 (15% of accumulation value) may be withdrawn during
 the contract year without the imposition of a surrender charge. The excess
 partial withdrawal is the amount by which the withdrawal is in excess of the
 maximum ($17,200 - $15,000 = $2,200). The excess is calculated as a
 percentage of the accumulation value ($2,200/$100,000  = .022). Applying this
 percentage to the current amount of the surrender charge ($3,000 X .022 =
 $66) determines the amount to be deducted from the accumulation value as of
 the date of the withdrawal.
 
 If the contract were surrendered following the partial withdrawal, the
 surrender charge would be $2,934 ($3,000 - $66). If instead, the contract
 were surrendered at the beginning of the fifth year assuming no further
 partial withdrawals, the surrender charge would be $1,934 ($2,000 - $66).
 
 Contracts with a contract date prior to May 3, 1993 and the prospectus deliv-
 ered in connection with such contracts, described this provision as accelera-
 tion of recovery of deferred loading, which is the functional equivalent of
 the assessment of a surrender charge for excess partial withdrawals. Limited
 Edition contracts purchased through Golden American Separate Account D and
 the prospectus delivered in connection with such contracts also described
 this provision as acceleration of recovery of deferred loading.
 
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. Please refer to Federal Tax Considerations for
 more details.
 
PROCEEDS PAYABLE TO THE BENEFICIARY
If either the annuitant (when there is no contingent annuitant) or owner 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. We may reduce the death benefit
proceeds payable under certain group or sponsored arrangements. See Group or
Sponsored Arrangements.
 
If the annuitant and owner are both age 75 or younger at issue (age 80 or
younger for contracts
 
                                       24
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
with a contract date before November 6, 1992) the death benefit is the greater
of the accumulation value and the guaranteed death benefit.
 
MAXIMUM GUARANTEED DEATH BENEFIT
 This amount is calculated as follows:
 
 (1)We determine the total premiums paid;
 
 (2)We multiply (1) by two;
 
 (3) We determine the total partial withdrawals taken; and
 
 (4) We subtract (3) from (2).
 
GUARANTEED DEATH BENEFIT
 On the contract date the guaranteed death benefit is equal to the initial
 premium. On subsequent valuation dates, the guaranteed death benefit is
 calculated as follows:
 
 (1) We take the guaranteed death benefit from the prior valuation date;
 
 (2) We calculate interest on (1) for the current valuation period at an
     annual rate of 7% (the guaranteed death benefit interest rate), except
     that with respect to amounts in the Liquid Asset Division, the interest
     rate applied to such amounts will be the net rate of return for the
     Liquid Asset Division during the current valuation period, if it is less
     than 7%; (Under contracts with a contract date before November 6, 1992,
     the 7% test for the Liquid Asset Division does not apply.);
 
 (3) We add (1) and (2);
 
 (4) We add to (3) any additional premiums paid during the current valuation
     period; and,
 
 (5) We subtract from (4) any partial withdrawals made during the current
     valuation period.
 
 If (5) is greater than the maximum guaranteed death benefit, we will pay
 the maximum guaranteed death benefit.
 
 If the annuitant or owner is age 76 or older at issue (age 81 or older for
 contracts with a contract date before November 6, 1992), the death benefit is
 the greater of:
 
 (1) The cash surrender value; and
 
 (2) The sum of the premiums paid, less any partial withdrawals.
 
DEATH BENEFIT FOR CONTRACTS PURCHASED IN NORTH CAROLINA WITH A CONTRACT DATE
BEFORE NOVEMBER 6, 1992
 If the annuitant and owner are both age 80 or younger at issue the death
 benefit is the greater of:
 
 (1) The accumulation value; and
 
 (2) The sum of the premiums paid, less any partial withdrawals.
 
 If the annuitant or owner is age 81 or older at issue, the death benefit is
 the greater of:
 
 (1) The cash surrender value; and
 
 (2) The sum of the premiums paid, less any partial withdrawals.
 
HOW TO CLAIM PAYMENTS TO BENEFICIARY
 We must receive due proof of the death of the annuitant or owner (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 contract quarter within 31 days after the
end of each contract quarter. The report will show the accumulation value, the
cash surrender value, and the death benefit as of the end of the contract
quarter.
 
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 other information that may
be currently required by the insurance supervisory official of the jurisdic-
tion 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 contract owners.
 
WHEN WE MAKE PAYMENTS
We will 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
    contract owners; or,
 
                                      25
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
(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.
 
 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 ex-
penses 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 Surrender Charge collected may not fully cover all of
the distribution expenses incurred by us.
    
 
CHARGE DEDUCTION DIVISION
You may specify on the application or enrollment form if you wish to use the
Charge Deduction Division Option. If you so specify, all charges against the
accumulation value will be deducted from the Liquid Asset Division. If the
amount of the charge is greater than the amount in the division, the charge
will be deducted proportionately from all the divisions in which you are
invested. You may also choose to elect or cancel this option while the contract
is in force by sending us satisfactory notice to our Customer Service Center.
If you do not elect this option, the charges will be deducted proportionately
from all the divisions in which you are invested.
 
CHARGES DEDUCTED FROM THE ACCUMULATION VALUE
We invest the entire amount of the initial and any additional premium payments
in the divisions you select, subject to certain restrictions. See Restrictions
on Allocation of Premium Payments. We then periodically deduct certain amounts
from your accumulation value. We may reduce certain fees and charges, including
any distribution fees, surrender, administration, and mortality and expense
risk charges, under group or sponsored arrangements. See Group or Sponsored
Arrangements. Charges are deducted proportionately from all divisions in which
you are invested, unless you have elected the Charge Deduction Division. The
charges we deduct are:
 
DISTRIBUTION FEE
 We deduct a sales load in an annual amount of 1.00% of each premium at the
 end of each contract processing period for a period of six years from the
 date we receive and accept each premium payment.
 
SURRENDER CHARGE
 A surrender charge is imposed as a percentage of premium if the contract is
 surrendered or an excess partial withdrawal is taken during the six year
 period from the date we receive and accept each premium payment. The
 percentage imposed at the time of surrender or excess partial withdrawal
 depends on the distribution fee collected to the time the contract is surren-
 dered or the excess partial withdrawal is taken. The surrender charge in the
 first contract year is 6.00% and reduces by 1.00% each year during the six
 year period from the date we receive and accept each premium payment.
 
 Contracts with a contract date prior to May 3, 1993 and the prospectus deliv-
 ered in connection with such contracts, described the sales load as a
 deferred load, which is equivalent to the combination of the distribution fee
 and surrender charge described above. Limited Edition contracts purchased
 through Golden American Separate Account D and the prospectus delivered in
 connection with such contracts also described the sales load as a deferred
 load.
 
 If your initial premium will be $25,000 or more, we also offer DVA Series 100
 through another prospectus, which is a contract with a different charging
 structure.
 
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 annuitant's
 or owner's state of residence, as applicable. We reserve the right to change
 this amount to conform with changes in the law or if the annuitant 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
 the initial and additional premiums are paid, regardless of the annuity
 commencement date. In those states we initially advance the amount of the
 charge for premium taxes to your accumulation value and then deduct it in
 equal installments on each contract processing date over a six year period.
 
 CURRENTLY, IN THOSE STATES WHERE WE ADVANCE THE CHARGE FOR
 
                                       26
<PAGE>
 
 CHARGES AND FEES (CONTINUED)
 
 PREMIUM TAXES, WE WILL WAIVE THE DEDUCTION OF THE APPLICABLE INSTALLMENTS OF
 THE CHARGE FOR PREMIUM TAXES ON EACH CONTRACT PROCESSING DATE. HOWEVER, WE
 WILL DEDUCT THE UNRECOVERED CHARGE FOR PREMIUM TAXES (NOT INCLUDING INSTALL-
 MENTS WHICH WERE WAIVED) WHEN DETERMINING THE CASH SURRENDER VALUE PAYABLE IF
 YOU SURRENDER YOUR CONTRACT. WE RESERVE THE RIGHT TO DEDUCT THE TOTAL AMOUNT
 OF THE CHARGE FOR PREMIUM TAXES PREVIOUSLY WAIVED AND UNRECOVERED ON THE
 ANNUITY COMMENCEMENT DATE.
 
 In those cases when we advance the charge for premium taxes, since the charge
 for premium taxes is advanced to the accumulation value, a positive net rate
 of return will give a higher cash surrender value and a negative net rate of
 return will give a lower cash surrender value than would be the case had the
 charge for premium taxes been deducted from your premium payment.
 
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.
 The amount deducted is $40 per contract year if total premiums paid in the
 first contract year are less than $100,000. If the total premium paid in the
 first contract year equals $100,000 or more, the charge is zero. See Asset
 Based Administration Charge below.    
 
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 division(s) from which each such reallocation is made in
 proportion to the amount being transferred from each such division unless you
 have chosen to use the Charge Deduction Division. Any allocation(s) or trans-
 fer(s) due to the election of the Dollar Cost Averaging Option and realloca-
 tion under the provision What Happens if a Division is Not Available will not
 be included in determining if the excess allocation charge should apply.     
 
PARTIAL WITHDRAWAL CHARGE
 If you take more than one conventional partial withdrawal during a contract
 year, we impose a charge of the lesser of $25 and 2.0% of the amount with-
 drawn for each additional conventional partial withdrawal. The charge is
 deducted from the division(s) from which each such partial withdrawal is made
 in proportion to the amount being withdrawn from each division unless you
 have chosen to use the Charge Deduction Division. See Partial Withdrawals,
 Conventional Partial Withdrawal Option.
 
CHARGES DEDUCTED FROM THE DIVISIONS
 
MORTALITY AND EXPENSE RISK CHARGE
    
 The daily charge is at the rate of 0.002477% (equivalent to an annual rate of
 0.90%) on the assets in each division.     
    
 This charge will compensate us for mortality and expense risks we assume
 under the contract.     
 
 The mortality risk assumed is the risk that annuitants as a group will live
 for a longer time than our actuarial tables predict. As a result, we would be
 paying more in annuity income than we planned. Golden American also assumes a
 risk under the contract for paying a guaranteed death benefit.
 
 The expense risk assumed is the risk that it will cost us more to issue and
 administer the contract than we expect.
 
ASSET BASED ADMINISTRATIVE CHARGE
    
 We will deduct a daily administrative charge from the assets in each division
 of the Accounts. The daily charge is at a rate of 0.000276% (equivalent to an
 annual rate of 0.10%) 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 AN INCOME PLAN
 
 
THE INCOME PLAN
If the annuitant and owner are living on the annuity commencement date, we
will begin making payments to the annuitant under an income plan. We will make
these payments under
 
                                      27
<PAGE>
 
    
 CHOOSING AN INCOME PLAN (CONTINUED)     
 
the annuity option chosen in the application or enrollment form or as subse-
quently changed. 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 the accumulation
value on the annuity commencement date in accordance with The Annuity Options
section below. 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 annuitant's or owner's death, no
option has been chosen for paying death benefit proceeds, the beneficiary may
choose an option within one year.
 
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 lost contract form. Various factors will affect the
level of annuity benefits including the annuity option chosen, the assumed
interest rate used and the investment results of the division(s) in which the
accumulation value has been invested.
 
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 benefi-
    ciary;
 
(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 in the application or enrollment
form. You may select any date following the third contract anniversary but
before the contract processing date in the month following the annuitant's
90th birthday. 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 may not be later than in the
month following the annuitant's 85th birthday for annuitants with an issue age
of 80 and under. For contracts with contract dates before May 3, 1993,
different annuity commencement date limitations may apply. 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, quar-
terly, 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 ANNUITY OPTIONS
There are four options to choose from as shown below. Options 1 through 3 are
fixed and option 4 is variable. For a fixed option, the accumulation value 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 avail-
 able 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
 annuitant 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
 
                                      28
<PAGE>
 
 CHOOSING AN INCOME PLAN (CONTINUED)
 
 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 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 offer on the
 option's effective date.
 
PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still
due as provided by the option agreement. The amounts still due are determined
as follows:
 
(1) For options 1, 2, or any remaining guaranteed payments, 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 3% for
    option 1 and 3.50% 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 INFORMATION
 
 
OTHER CONTRACT PROVISIONS
 
IN CASE OF ERRORS ON THE APPLICATION OR ENROLLMENT FORM
 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
 Additional Considerations, 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 Ameri-
 can.
 
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
 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.
 
                                      29
<PAGE>
 
 OTHER INFORMATION (CONTINUED)
 
 
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 us at our
 Customer Service Center. We will refund the accumulation value 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 that your premium be allocated to
 the Specially Designated Division during the free look period. If you exer-
 cise your right to cancel, we will return the greater of (a) the premium
 invested and (b) the accumulation value of your contract plus any amounts
 deducted under the contract or by the Trust for taxes, charges or fees. 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 division(s) chosen by you, based on the index of investment experience
 next computed for each division. See 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 distribution
fee, surrender, administration, and mortality and expense risk charges. We may
also change the minimum initial and additional premium requirements, or reduce
the death benefit proceeds payable. Group arrangements include those in which a
trustee or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Sponsored arrangements include those in which an
employer allows us to sell contracts to its employees on an individual basis.
 
Our costs for sales, administration, and mortality generally vary with the size
and stability of the group among other factors. We take all these factors into
account when reducing charges. To qualify for reduced charges, a group or spon-
sored 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 distribution fee or
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 applica-
tions 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 regula-
tions to sell variable life insurance and variable annuities. The writing agent
will receive commissions of up to 6% of any initial or additional premium
payments made.
 
REINSURANCE
Golden American reinsures its mortality risk associated with one or more appro-
priately 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.
 
                                       30
<PAGE>
 
    
 REGULATORY INFORMATION (CONTINUED)     
 
 
VOTING RIGHTS
We will vote the shares of the Trusts 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 the
Trusts 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 instruc-
tions 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 divi-
sion. 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 jurisdic-
tions 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 litiga-
tion. 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, Executive Vice President, General Counsel and
Secretary of Golden American. Sutherland, Asbill & Brennan of Washington, 
D.C., L.L.P. has provided advice on certain matters relating to Federal 
securities laws.
 
EXPERTS
The 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 in
the Registration Statement, have been audited by Ernst & Young LLP, indepen-
dent auditors, as set forth in their reports thereon appearing or incorporated
by reference in the Statement of Additional Information and in the Registra-
tion Statement and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
 
 FEDERAL TAX CONSIDERATIONS
 
 
INTRODUCTION
The contract is designed for use by individuals or groups in retirement plans
which are qualified under Section 408 or non-qualified under the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"). The ultimate
effect of Federal income taxes on the amounts paid for the contract, on the
investment return on assets held under the contract, on annuity payments and
on the economic benefits to the owner, annuitant or beneficiary depends upon
the terms of the contract, upon Golden American's tax status and upon the tax
status of the individuals concerned.
 
The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No
attempt is made to consider any applicable state or other tax laws. Moreover,
the discussion is based upon Golden American's understanding of the Federal
income tax laws as they are currently interpreted. No representation is made
regarding the likelihood of continuation of the Federal income tax laws, the
Treasury Regulations, or the current interpretations by the Internal Revenue
Service (the "IRS"). For a discussion of Federal income taxes as they relate
to the Trusts, please see the accompanying prospectus for the respective
Trust.
 
GOLDEN AMERICAN TAX STATUS
Golden American is taxed as a life insurance company under Part I of
Subchapter L of the
 
                                      31
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
Code. Since Account B is not a separate entity from Golden American and its
operations form a part of Golden American, it will not be taxed separately as a
"regulated investment company" under Subchapter M of the Code. Investment
income and realized capital gains on the assets of Account B are reinvested and
taken into account in determining the accumulation value. Under existing
Federal income tax law, Golden American does not incur tax on Account B's
investment income, including realized net capital gains. Golden American
reserves the right to make a deduction for taxes should they be imposed with
respect to such items in the future.
 
TAXATION OF NON-QUALIFIED ANNUITIES
 
1. IN GENERAL
 Code (S)72 generally governs the taxation of non-qualified annuities. Under
 this provision, except as described below, any increase in the contract's
 value is generally not taxable to the owner until a distribution is made from
 the contract, either in the form of annuity payments as contemplated by the
 contract, or in some other form of distribution. (For purposes of this rule,
 the amount of any indebtedness that is secured by a pledge or assignment of
 the contract is treated as a payment received on account of a partial with-
 drawal from the contract.) However, this rule applies only if (1) the invest-
 ments 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.
 
 Diversification Requirements. Treasury Department regulations ("Regulations")
 issued under Code (S)817 (h) prescribe the manner in which the investments of
 a segregated asset account, such as Account B, are to be "adequately diversi-
 fied." The Regulations generally require that on the last day of each quarter
 of a calendar year (i) no more than 55% of the value of each segregated asset
 account is represented by any one investment; (ii) no more than 70% is repre-
 sented by any two investments; (iii) no more than 80% is represented by any
 three investments; and (iv) no more than 90% is represented by any four
 investments. For purposes of complying with these requirements, all securi-
 ties of the same issuer are treated as a single investment, and each U.S.
 government agency or instrumentality will be treated as a separate issuer. In
 addition, where a segregated asset account invests in other regulated invest-
 ment companies or certain other entities (e.g., the divisions of Account B
 do), a "look-through" rule applies and, as a result, each division of an
 account must be tested for compliance with the percentage limitations by
 looking through to the assets of that division.
 
 If Account B failed to comply with these diversification standards, the
 contract 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 first period of
 non-diversification. Golden American expects that Account B, including each
 of the divisions, will comply with the diversification requirements
 prescribed by the Regulations.
 
 Ownership Treatment. In certain circumstances, variable annuity contract
 owners may be considered the owners, for Federal income tax purposes, of the
 assets of the segregated asset account, such as 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
 IRS has stated in published rulings that a variable contract owner will be
 considered the owner of the assets of the 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
 
                                       32
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
 has the choice of more investment options to which to allocate premium
 payments and accumulation values, and may be able to transfer among invest-
 ment options more frequently, than in such rulings. In addition, the owner of
 this contract has the choice of certain investment options which may be more
 similar to each other in their investment objectives than in such rulings.
 These differences could result in the owner being treated as the owner of 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.
 
 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 ruling
 or regulations 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 excep-
 tion 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) contracts issued in connection with certain
 qualified plans, (3) contracts purchased by employers upon the termination of
 certain qualified plans, (4) certain contracts used in connection with struc-
 tured settlement agreements, and (5) contracts purchased with a single
 purchase payment when the annuity starting date 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 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. The remainder of this discussion assumes
 that the contract will be treated as an annuity contract for Federal income
 tax purposes.
 
2. WITHDRAWALS PRIOR TO THE ANNUITY COMMENCEMENT DATE
 Code (S)72 provides that the proceeds of a total surrender of a contract
 prior to the annuity commencement date will be taxed to the extent that the
 amount distributed exceeds the "investment in the contract" and that any
 conventional or systematic partial withdrawal from a contract prior to the
 annuity commencement date will be treated as taxable income to the extent the
 amount held under the contract immediately before the withdrawal occurs
 exceeds the "investment in the contract." The "investment in the contract" is
 defined in the Code as that portion, if any, of premium payments by or on
 behalf of an individual under a contract which was not excluded from the
 individual's gross income at the time of such payment less any amounts previ-
 ously received under the contract which were excluded from the individual's
 gross income at the time of their receipt. The taxable portion of any distri-
 bution received prior to the annuity commencement date will be subject to tax
 at ordinary income tax rates. For purposes of this rule, a pledge or assign-
 ment of a contract is treated as a payment received on account of a partial
 withdrawal of a contract.
 
 In the case of systematic partial withdrawals, the amount of each withdrawal
 should be considered as a distribution and taxed in the same manner as a
 partial withdrawal prior to the annuity commencement date, as described
 above. However, there is some uncertainty regarding the tax treatment of
 systematic partial withdrawals, and it is possible that additional amounts
 may be includible in income.
 
                                      33
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
 
 In addition, the contract provides a death benefit that in certain circum-
 stances 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, among other things, 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.
 
3. ANNUITY PAYMENTS AND WITHDRAWALS ON OR AFTER THE ANNUITY COMMENCEMENT DATE
 Proceeds of a total surrender of the contract after the annuity commencement
 date are taxable to the extent the proceeds exceed the investment in the
 contract. In addition, proceeds of a partial withdrawal after the annuity
 commencement date are fully taxable. Also, a portion of each annuity payment
 under the contract is taxable if the value of the contract exceeds the
 investment in the contract. The taxable portion of an annuity payment will be
 subject to tax at ordinary income tax rates.
 
 For fixed annuity payments, the taxable portion of each payment is determined
 by using a formula known as the "exclusion ratio," which establishes the
 ratio that the investment in the contract (allocated to the fixed annuity
 option) bears to the total expected amount of fixed annuity payments for the
 term of the contract. That ratio is then applied to each payment to determine
 the non-taxable portion of the payment. The remaining portion of each payment
 is taxed at ordinary income rates.
 
 For variable annuity payments, in general, the taxable portion is determined
 by a formula which establishes a specific dollar amount of each payment that
 is not taxed. The dollar amount is determined by dividing the investment in
 the contract (allocated to the variable annuity option) by the total number
 of expected periodic payments. The remaining portion of each payment is taxed
 at ordinary income rates.
 
 Once the excludable portion of annuity payments to date equals the investment
 in the contract, the balance of the annuity payments will be fully taxable.
 
 If amounts have become payable under the contract (such as where the owner
 elects to surrender an amount) and if the distribution-at-death rules do not
 apply to such amount, the amount will be treated as a partial or full
 surrender for Federal income tax purposes if applied under an annuity option
 later than 60 days after the time when the amount became payable. Thus, if
 such an amount is applied under an annuity option after the 60 day period, it
 will be treated as a partial or full surrender, even if the full amount has
 not been distributed from the contract.
 
4. WITHHOLDING AND REPORTING REQUIREMENTS
 Golden American will withhold and remit to the U.S. government a part of the
 taxable portion of each distribution made under a contract unless the
 taxpayer notifies Golden American at or before the time of the distribution
 that he or she elects not to have any amounts withheld. The withholding rates
 applicable to the taxable portion of periodic annuity payments typically 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%. Golden American also has tax reporting obligations with respect
 to distributions from the contract.
 
5. PENALTY TAX ON CERTAIN WITHDRAWALS
 With respect to amounts withdrawn or distributed before the taxpayer reaches
 age 59 1/2, a penalty tax is imposed equal to 10% of the taxable portion of
 amounts withdrawn or distributed. However, the penalty tax will not apply to
 withdrawals: (i) made on or after the death of the owner, or where the owner
 is not an individual, the death of the "primary annuitant" (i.e., the indi-
 vidual the events in whose life are of primary importance in affecting the
 timing or amount of the payout under the contract); (ii) attributable to the
 taxpayer's becoming totally disabled within the meaning of Code (S)72(m)(7);
 (iii) which are part of a series of substantially equal periodic payments
 made at least annually for the life (or life expectancy) of the taxpayer, or
 the joint lives (or joint life expectancies) of the taxpayer and his benefi-
 ciary; (iv) from a qualified plan; (v) allocable to investment in the
 contract before August 14, 1982; (vi) under a qualified funding asset (as
 defined in Code (S)130(d)); (vii) under an immediate annuity contract, or
 (viii) which are purchased by an employer on termination of certain types of
 qualified plans and which are held by the employer until the employee sepa-
 rates from service.
 
 If the penalty tax does not apply to a withdrawal as a result of the applica-
 tion of item (iii) above, and the series of payments is subsequently modified
 (other than by reason of death
 
                                       34
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
 or disability), the tax for the year when the modification occurs will be
 increased by an amount (as determined by regulations) equal to the tax that
 would have been imposed but for item (iii) above, plus interest for the
 deferral period, if the modification takes place (a) before the close of the
 period which is within five years of the date of the first payment and after
 the taxpayer attains age 59 1/2, or (b) before the taxpayer reaches age 59
 1/2.
 
 In the case of systematic withdrawals, it is unclear whether such withdrawals
 will qualify for exception (iii) above.
 
TAXATION OF INDIVIDUAL RETIREMENT ANNUITIES
Code (S)408 permits individuals or their employers to contribute to an indi-
vidual retirement program known as an Individual Retirement Annuity. If the
contract is used for this purpose, the owner must be the annuitant. In addi-
tion, distributions from certain other types of qualified retirement plans may
be placed into an Individual Retirement Annuity on a tax deferred basis.
 
Individual Retirement Annuities are subject to limitations on the amount which
may be contributed and the time when distributions may commence. Tax penalties
may apply to contributions in excess of specified limits, loans or assign-
ments, distributions in excess of a specified amount annually or that do not
meet specified requirements, and in certain other circumstances.
 
Under the Internal Revenue Code, distributions from qualified retirement
plans, including Individual Retirement Annuities, Simplified Employee
Pensions, and Tax Sheltered Annuities, generally must begin not later than
April 1st of the calendar year following the calendar year in which an 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. See the
Statement of Additional Information for a discussion of the various special
rules concerning the minimum distribution requirements.
 
If all premium payments made to an Individual Retirement Annuity were deduct-
ible, all amounts distributed from the contract are included in the recipi-
ent's income when distributed. However, if nondeductible premium payments were
made to the Individual Retirement Annuity (within the limits allowed by the
tax law), a portion of each distribution from the contract typically is
included in income when it is distributed. In such a case, any amount distrib-
uted as an annuity payment or in a lump sum upon death or a full surrender is
taxed as described above in connection with such a distribution from a non-
qualified contract, treating the investment in the contract as the sum of the
non-deductible 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 surrender is partially includible in income. The includible
amount is the excess of the distribution over the exclusion amount, which in
turn equals the distribution multiplied by the ratio of the investment in the
contract to the amount held under the contract. The amount includible in
income may be subject to a 10% penalty tax if the recipient is under age 59
1/2.
 
Individual Retirement Annuities generally may not provide life insurance
coverage, but they may provide a death benefit that equals the greater of the
premiums paid and the contract 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 the 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.
 
Subject to certain direct rollover and mandatory withholding requirements
(discussed below), amounts generally may be "rolled over" from a qualified
retirement plan to an Individual Retirement Annuity (or from an Individual
Retirement Annuity or individual retirement account to an Individual Retire-
ment Annuity) without incurring tax if certain conditions are met. Only
certain types of distributions from qualified retirement plans or Individual
Retirement Annuities may be rolled over.
 
In the case of annuity contracts used in connection with a pension, profit-
sharing, or annuity plan qualified under Code (S)401(a) or (S)403(a), or in
the case of a Code (S)403(b) "Tax Sheltered Annuity," any "eligible rollover
distribution" from the contract will be subject to direct rollover and manda-
tory withholding requirements. An eligible rollover distribution generally is
any taxable distribution from a qualified pension plan under Code (S)401(a),
qualified annuity plan under Code (S)403(a), or Code (S)403(b) Tax Sheltered
Annuity or custodial account, excluding certain amounts (such
 
                                      35
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
as minimum distributions required under Code (S)401 (a) (9) and distributions
which are part of a "series of substantially equal periodic payments" made for
life or a specified period of 10 years or more. Under these requirements, with-
holding at a rate of 20 percent will be imposed on any eligible rollover
distribution. In addition, the participant in these qualified retirement plans
cannot elect out of withholding with respect to an eligible rollover distribu-
tion. However, this 20 percent withholding will not apply if, instead of
receiving the eligible rollover distribution, the participant elects to have
amounts directly transferred to certain qualified retirement plans (such as to
this contract when issued as an Individual Retirement Annuity).
 
It is important that you consult your tax advisor before purchasing an Indi-
vidual Retirement
Annuity.
 
 ADDITIONAL CONSIDERATIONS
 
 
DISTRIBUTION-AT-DEATH RULES
In order to be treated as an annuity contract for Federal tax purposes, a non-
qualified contract must provide the following two distribution rules: (a) if
any holder dies on or after the annuity commencement date, and before the
entire interest in the contract has been distributed, the remainder of his or
her interest will be distributed at least as quickly as under the method of
distribution in effect on the holder's death; and (b) if any holder dies before
the annuity commencement date, the entire interest in the contract must gener-
ally be distributed within five years after the date of death, or to the extent
such interest is payable to a designated beneficiary, such interest must be
distributed over the life of that designated beneficiary or over a period not
extending beyond the life expectancy of that beneficiary, so long as the
distributions begin within one year after the date of death. If the beneficiary
is the surviving spouse of the holder, the contract (together with the deferral
of tax on the accrued and future income thereunder) may be continued in the
name of the spouse. Before the annuity commencement date, the holder will
generally be the owner, and after the annuity commencement date, the holder
generally may be the annuitant and the owner.
 
Where the holder is not an individual, solely for the purpose of the distribu-
tion at death rules, the primary annuitant is considered the holder. The
primary annuitant is the individual the events in the life of whom are of
primary importance in affecting the timing or amount of payment under a
contract. Finally, in the case of joint holders, the distribution will be
required at the death of the first of the holders to die.
 
TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from a non- qualified contract because of the death
of an owner or annuitant. Generally, such amounts are includible in the income
of the recipient as follows: (a) if distributed in a lump sum, they are taxed
in the same manner as a full surrender of the contract, as described above, or
(b) if distributed under an annuity option, they are taxed in the same manner
as annuity payments, as described above.
TRANSFER OF ANNUITY CONTRACTS
Transfers of non-qualified annuity contracts for less than the full and
adequate consideration will trigger tax on the gain in the contract, at the
time of such transfer, with the transferee getting a step-up in basis for the
amount included in the owner's income. Such a transfer could result on the
annuity commencement date if the annuitant is not the owner or the owner's
spouse. This provision does not apply to transfers between spouses or incident
to a divorce.
 
(S)1035 EXCHANGES
Code (S)1035 provides that no gain or loss shall be recognized on the exchange
of an annuity contract for another. If the exchanged contract was issued prior
to August 14, 1982, the tax rules which formerly provided that the surrender
was taxable only to the extent the amount received exceeds the owner's invest-
ment in the contract, will continue to apply to the new contract. In contrast,
contracts issued on or after January 19, 1985, in a Code (S)1035 exchange are
treated as new contracts for purposes of the penalty tax and distribution-at-
death rules. Special rules and procedures apply to Code (S)1035 transactions.
Prospective owners wishing to take advantage of Code (S)1035 should consult
their tax advisors.
 
ASSIGNMENTS
A transfer of ownership, a collateral assignment, or the designation of an
annuitant or other beneficiary who is not also the owner may result in tax
consequences to the owner, annuitant or beneficiary that are not discussed
herein. An owner contemplating such a transfer or assignment of a contract
should contact a competent tax advisor with respect to the potential tax
effects of such a transaction.
 
                                       36
<PAGE>
 
 ADDITIONAL CONSIDERATIONS (CONTINUED)
 
 
MULTIPLE CONTRACTS RULE
For purposes of determining the amount of any distribution under Code (S)72(e)
(amounts not received as annuities) that is includible in gross income, all
non-qualified deferred annuity contracts issued by the same (or affiliate)
insurer to the same owner during any calendar year are to be aggregated and
treated as one contract. Thus, any amount received under any such contract
prior to the contract's annuity starting date (as defined in the tax law), such
as a partial surrender, dividend, or loan, will be taxable (and possibly
subject to the 10% penalty tax) to the extent of the combined income in all
such contracts. The Treasury Department has specific authority to issue regula-
tions that prevent the avoidance of (S)72(e) through the serial purchase of
annuity contracts or otherwise. In addition, there may be other situations in
which the Treasury Department may conclude that it would be appropriate to
aggregate two or more contracts purchased by the same owner. Accordingly, an
owner should consult a competent tax advisor before purchasing more than one
annuity contract.
 
 
                                       37
<PAGE>
 
- --------------------------------------------------------------------------------
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
 
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
ITEM                                                                       PAGE
<S>                                                                        <C>
INTRODUCTION.............................................................     1
Description of Golden American Life Insurance Company....................     1
Safekeeping of Assets....................................................     1
The Administrator........................................................     1
Independent Auditors.....................................................     2
Distribution of Contracts................................................     2
Performance Information..................................................     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
Financial Statements ofGolden American Life Insurance Company............    10
Appendix -- Description of Bond Ratings..................................   A-1
</TABLE>
 
                                       38
<PAGE>
 
- --------------------------------------------------------------------------------
                STATEMENT OF ADDITIONAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
 
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 SEPA-
RATE ACCOUNT B
 
                              PLEASE PRINT OR TYPE
 
                     -------------------------------------
                                      NAME
                     -------------------------------------
                             SOCIAL SECURITY NUMBER
                     -------------------------------------
                                 STREET ADDRESS
                     -------------------------------------
                                CITY, STATE, ZIP
   
(DVA 5/97 6%)     
 
 ................................................................................
 
                                       39
<PAGE>
 
 
 
 
 
 
 
 
                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
                       Golden American Life Insurance Company is a stock
                       company domiciled in Wilmington, Delaware
   
IN 3107 5/97     
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+                         GOLDENSELECT DVA SERIES 100                          +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled in Wilming-
ton, Delaware
 
                      DEFERRED VARIABLE ANNUITY PROSPECTUS
 
                          GOLDENSELECT DVA SERIES 100
 
- --------------------------------------------------------------------------------
 
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 of $25,000 or more and is permitted to
make additional premium payments.
 
The contract is funded by Separate Account B ("Account B").
 
Nineteen 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").
 
This prospectus describes the contract and provides background information
regarding Account B. The prospectuses for the Trusts which must accompany this
prospectus, provide information regarding investment activities and policies of
the Trusts.
 
You may allocate your premiums among the nineteen divisions currently available
under the contract in any way you choose, subject to certain restrictions. You
may change the allocation of your accumulation value up to five times per
contract year free of charge.
 
You may surrender the contract for its cash surrender value at any time before
the annuity commencement date provided the annuitant and owner are living. The
cash surrender value will vary daily with the investment results of the
contract. We do not guarantee any minimum cash surrender value. You may make
partial withdrawals under the contract, subject to certain restrictions.
 
We will pay a death benefit to the beneficiary if the annuitant (when there is
no contingent annuitant) or owner dies prior to the annuity commencement date.
See Proceeds Payable to the Beneficiary.
   
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 May 1, 1997 relating to
the Accounts 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 State-
ment of Additional Information may be found on the last page of this prospec-
tus. The Statement of Additional Information is incorporated herein by refer-
ence.     
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
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 ESS TRUST.
 
ISSUED BY:             DISTRIBUTED BY:         ADMINISTERED AT:
Golden                 Directed                Customer Service Center    
American Life          Services, Inc.          Mailing Address: P.O. Box 8794  
Insurance Company      Wilmington,             Wilmington, Delaware  19899-8794 
                       Delaware 19801          1-800-366-0066        
                                           

                          
                       PROSPECTUS DATED: MAY 1, 1997     
<PAGE>
 
 TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
DEFINITION OF TERMS........................................................   3
FEE TABLE..................................................................   5
SUMMARY OF THE CONTRACT....................................................   7
CONDENSED FINANCIAL INFORMATION............................................  10
 Index of Investment Experience
 Financial Statements
 Performance Related Information
INTRODUCTION...............................................................  12
FACTS ABOUT THE COMPANY AND ACCOUNT B......................................  12
 Golden American
 Account B Divisions
 The GCG Trust and the ESS Trust
 Changes Within Account B
FACTS ABOUT THE CONTRACT...................................................  17
 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 Option
 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
 Proceeds Payable to the Beneficiary
 Reports to Owners
 When We Make Payments
CHARGES AND FEES...........................................................  25
 Charge Deduction Division
 Charges Deducted from the Accumulation Value
 Charges Deducted from the Divisions
 Trust Expenses
CHOOSING AN INCOME PLAN....................................................  26
 The Income Plan
 Annuity Commencement Date Selection
 Frequency Selection
 The Annuity Options
 Payment When Named Person Dies
OTHER INFORMATION..........................................................  28
 Other Contract Provisions
 Contract Changes -- Applicable Tax Law
 Your Right to Cancel or Exchange Your Contract
 Other Contract Changes
 Group or Sponsored Arrangements
 Selling the Contract
 Reinsurance
REGULATORY INFORMATION.....................................................  29
 Voting Rights
 State Regulation
 Legal Proceedings
 Legal Matters
 Experts
FEDERAL TAX CONSIDERATIONS.................................................  30
 Introduction
 Golden American Tax Status
 Taxation of Non-Qualified Annuities
 Taxation of Individual Retirement Annuities
ADDITIONAL CONSIDERATIONS..................................................  35
 Distribution-at-Death Rules
 Taxation of Death Benefit Proceeds
 Transfer of Annuity Contracts
 (S)1035 Exchanges
 Assignments
 Multiple Contracts Rule
STATEMENT OF ADDITIONAL INFORMATION........................................  37
 Table of Contents
</TABLE>

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.
 
                                       2
<PAGE>
 
 DEFINITION OF TERMS
 
ACCOUNTS
 
Separate Account B.
 
ACCUMULATION VALUE
 
The amount that the contract provides for investment at any time. Initially,
this amount is equal to the premium paid. Thereafter, the accumulation value
will reflect the premiums paid, investment experience, charges deducted and
partial withdrawals taken.
 
ANNUITANT
 
The person designated by the owner to receive the annuity payments and whose
death initiates payment of the death benefit.
 
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 annuitant receives. It may be either a fixed or a vari-
able amount based on the annuity option chosen.
 
ATTAINED AGE
 
The issue age of the 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 annu-
itant (when there is no contingent annuitant) or owner.
 
BUSINESS DAY
 
Any day the New York Stock Exchange ("NYSE") is open for trading, exclusive of
Federal holidays, or any other 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 if the owner surrenders the contract.
 
CHARGE DEDUCTION DIVISION
 
The Liquid Asset Division, which is the division from which all charges are
deducted if so designated on the application or enrollment form, or later
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
 
The entire contract consisting of the basic contract, the application or
enrollment form 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 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.
 
CUSTOMER SERVICE CENTER
 
Where service is provided to our contract owners. The mailing address and tele-
phone number of the Customer Service Center are shown on the cover.
 
                                       3
<PAGE>
 
 DEFINITION OF TERMS (CONTINUED)
 
 
DEFERRED ANNUITY
 
A contract which provides for the accumulation of funds that will reflect
investment experience. These funds may be applied under an annuity option at
the annuity commencement date.
 
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.
 
FREE LOOK PERIOD
 
The period of time within which the contract owner may examine the contract and
return it for a refund.
 
GENERAL ACCOUNT
 
The account which contains all of our assets other than those held in our sepa-
rate accounts.
 
INDEX OF INVESTMENT EXPERIENCE
 
The index that measures the performance of a separate account division.
 
INITIAL PREMIUM
 
The payment amount required to put a contract into effect.
 
ISSUE AGE
 
The 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.
 
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 adds benefits to the contract.
 
SPECIALLY DESIGNATED DIVISION
 
The Liquid Asset 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.
 
                                       4
<PAGE>
 
 FEE TABLE
 
<TABLE>   
<S>                                                                  <C>
OWNER TRANSACTION EXPENSES (deducted from accumulation value)
DISTRIBUTION FEE (ANNUAL SALES LOAD) AS A PERCENTAGE OF THE INITIAL
 AND EACH ADDITIONAL PREMIUM, deducted at the end of each contract
 processing period following receipt of each premium (or at the
 time of surrender if surrendered before the end of a contract
 processing period) over a ten year period from the date we receive
 and accept each premium payment...................................  0.65% (/1/)
EXCESS ALLOCATION CHARGE...........................................   $0   (/2/)
PARTIAL WITHDRAWAL CHARGE (2.0% of the withdrawal for each
 additional conventional partial withdrawal after the first in a
 contract year) not to exceed:.....................................   $25
ANNUAL CONTRACT FEES (deducted from the accumulation value)
ADMINISTRATIVE CHARGE..............................................    $0
SEPARATE ACCOUNT ANNUAL EXPENSES (percentage of assets in each
 separate account division)
MORTALITY AND EXPENSE RISK CHARGE..................................  1.25% (/1/)
ASSET BASED ADMINISTRATIVE CHARGE..................................  0.10%
Total Separate Account Annual Expenses.............................  1.35%
</TABLE>    
 
THE GCG TRUST ANNUAL EXPENSES (based on combined assets of the indicated groups
of Series)
 
<TABLE>   
<CAPTION>
                                                   OTHER            TOTAL
              SERIES              FEES(/3/)    EXPENSES(/4/)       EXPENSES
              ------              --------- ------------------- --------------
   <S>                            <C>       <C>                 <C>
   Multiple Allocation, Fully
   Managed, Capital
   Appreciation, Rising
   Dividends, All-Growth,
   Real Estate, Hard Assets,        0.99%          0.01%            1.00%
   Value Equity,
   Strategic Equity, and Small
   Cap Series:
 
 
   Emerging Markets Series:(/5/)    1.75%          0.05%            1.80%
 
 
   Managed Global Series:(/6/)      1.25%          0.01%            1.26%
 
 
   Limited Maturity Bond and        0.60%          0.01%            0.61%
   Liquid Asset Series:
 
THE ESS TRUST ANNUAL EXPENSES:
 
<CAPTION>
                                                   OTHER            TOTAL
                                                 EXPENSES          EXPENSES
                                                   AFTER            AFTER
                                                  EXPENSE          EXPENSE
              SERIES              FEES(/3/) REIMBURSEMENTS(/7/) REIMBURSEMENTS
              ------              --------- ------------------- --------------
 
   <S>                            <C>       <C>                 <C>
   OTC, Research and Total          0.80%          0.40%            1.20%
   Return Portfolios:
 
 
   Growth & Income and Value +
   Growth Portfolios:               0.95%          0.40%            1.35%
</TABLE>    
- -------------------
(1) We also offer a DVA through another prospectus, which is a contract with a
    different charging structure.
   
(2) 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.     
   
(3) Fees decline as combined assets increase (see Account B Divisions and the
    Trust prospectuses for details).     
   
(4) Other expenses generally consist of independent trustees fees and expenses.
           
(5) Expenses have been restated to reflect current fees.     
   
(6) The expenses for the Managed Global Series are based on the actual experi-
    ence 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.     
          
(7) Other expenses shown take into account the effect of EISI's agreement to
    reimburse the portfolios for all operating expenses, excluding management
    fees, that exceed 0.40% of its average daily net assets. This reimbursement
    agreement commenced February 1, 1997. Prior to February 1, 1997, EISI reim-
    bursed the portfolios for all operating expenses, excluding management
    fees, that exceeded 0.75% of their average daily net assets. This reim-
    bursement 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% and 0.95%, respectively for the OTC, Research, Total
    Return, Growth & Income, and Value + Growth Portfolios for the year ended
    December 31, 1996.     
 
                                       5
<PAGE>
 
 FEE TABLE (CONTINUED)
 
Example:
 
Whether you surrender or do not 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................... $ 30.31    $92.38     $156.45    $326.13
Fully Managed.........................   30.31     92.38      156.45     326.13
Capital Appreciation..................   30.31     92.38      156.45     326.13
Rising Dividends......................   30.31     92.38      156.45     326.13
All-Growth............................   30.31     92.38      156.45     326.13
Real Estate...........................   30.31     92.38      156.45     326.13
Hard Assets...........................   30.31     92.38      156.45     326.13
Value Equity..........................   30.31     92.38      156.45     326.13
Strategic Equity......................   30.31     92.38      156.45     326.13
Small Cap.............................   30.31     92.38      156.45     326.13
Emerging Markets......................   38.29    116.03      195.34     400.96
OTC...................................   32.31     98.34      166.32     345.46
Research..............................   32.31     98.34      166.32     345.46
Total Return..........................   32.31     98.34      166.32     345.46
Growth & Income.......................   33.81    102.79      173.66     359.68
Value + Growth........................   33.81    102.79      173.66     359.68
Managed Global........................   32.91    100.13      169.27     351.17
Limited Maturity Bond.................   26.40     80.63      136.89     287.21
Liquid Asset..........................   26.40     80.63      136.89     287.21
</TABLE>    
- --------------------------------------------------------------------------------
   
For purposes of computing the annual per contract administrative charge, the
dollar amounts shown in the examples are based on an initial premium of
$95,000.     
 
The purpose of the fee table is to assist you in understanding the various
costs and expenses that you may bear directly or indirectly. The fee table
reflects expenses of Account B as well as the Trusts. Premium taxes may also be
applicable. See Charges and Fees, Premium Taxes. For a complete description of
contract costs and expenses see the section titled Charges and Fees. For a more
complete description of the costs and expenses of the Trusts, see the Trust
prospectuses.
 
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.
 
                                       6
<PAGE>
 
 SUMMARY OF THE CONTRACT
 
This prospectus has been designed to provide you with information regarding the
contract and Account B which funds the contract. Information concerning the
Series underlying the divisions of Account B is set forth in the Trust prospec-
tuses.
 
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 its attached appli-
cation or enrollment form and 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 offered by Golden American and
funded by Account B.
 
You have a choice of investments. We do not promise that your accumulation
value will increase. Depending on the contract's investment experience for
funds invested in Account B, the 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) of the Internal Revenue Code
of 1986 ("qualified plan"). For a contract funding a qualified plan, distribu-
tion must commence not later than April 1st of the calendar year following the
calendar year in which you attain age 70 1/2. 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 the
accumulation value on the annuity commencement date or the cash surrender value
upon surrender of the contract. See Choosing an Income Plan.
 
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 1/2 for
qualified plans, except for rollover contributions). The minimum initial
premium is $25,000 for qualified and non-qualified plans. In connection with
qualified plans, we will only accept rollover contributions of $25,000 or more
as the initial premium. We also offer a DVA through another prospectus, which
is a contract with a different charging structure. We may change the minimum
initial or additional premium requirements for certain group or sponsored
arrangements. See Group or Sponsored Arrangements.
 
The minimum additional premium payment we will accept is $500 for a non-quali-
fied plan and $250 for a qualified plan. We will take under consideration and
may refuse to accept a premium payment if the sum of all premium payments
received under the contract totals more than $1,500,000.
 
THE DIVISIONS
 
There are nineteen divisions of Account B currently available under the
contract. Each of the nineteen divisions 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 Account B and Account B Divisions.
 
HOW THE ACCUMULATION VALUE VARIES
 
The accumulation value 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 Accumulation Value in
Each Division.
 
SURRENDERING YOUR CONTRACT
 
The cash surrender value varies each day depending on investment results. We do
not guarantee any minimum cash surrender value. 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 Cash Surrender
Value and Surrendering to Receive the Cash Surrender Value.
 
                                       7
<PAGE>
 
 SUMMARY OF THE CONTRACT (CONTINUED)
 
 
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 accumula-
tion value of the contract. You may take conventional partial withdrawals once
per contract year without charge. Alternatively, you may elect in advance to
take systematic partial withdrawals on a monthly or quarterly basis. If you
have an IRA contract, you may elect IRA partial withdrawals on a monthly, quar-
terly or annual basis.
 
Partial withdrawals are subject to certain restrictions as defined in this
prospectus. See Partial Withdrawals.
 
DOLLAR COST AVERAGING
 
Under this option, you may choose to have a specified dollar amount transferred
from either the Limited Maturity Bond Division or Liquid Asset Division to the
other divisions on a monthly basis with the objective of shielding your invest-
ment from short-term price fluctuations. See Dollar Cost Averaging Option.
 
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 when you receive the contract. For purposes of admin-
istering 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 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 Changes.
 
DEATH BENEFIT PROCEEDS
 
The contract provides a death benefit to the beneficiary if the annuitant (when
there is no contingent annuitant) or an owner dies prior to the annuity
commencement date. See Proceeds Payable to the Beneficiary. We may reduce the
death benefit proceeds payable under certain group or sponsored arrangements.
See Group or Sponsored Arrangements.
 
CONTRACT PROCESSING PERIODS
 
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.
 
DEDUCTIONS FOR CHARGES AND FEES
 
We invest the entire amount of the initial and any additional premium payments
in the divisions you select, subject to certain restrictions we impose. See
Restrictions on Allocation of Premium Payments. We then periodically deduct
certain amounts from your accumulation value. See Charges and Fees. We may
reduce certain charges under group or sponsored arrangements. See Group or
Sponsored Arrangements. We may also reduce certain charges for contracts
purchased in combination with certain flexible premium variable life products
that we offer. Charges are deducted proportionately from all divisions in which
you are invested, unless you have elected the Charge Deduction Division. The
charges we deduct are:
 
DISTRIBUTION FEE
 
 We deduct a sales load in an annual amount of 0.65% of each premium at the
 end of each contract processing period (or at the time of surrender if
 surrendered before the end of the processing period) for a period of ten
 years from the date we receive and accept each premium payment.
 
 We also offer through other prospectuses, other DVAs which are contracts with
 a different charging structures.
 
MORTALITY AND EXPENSE RISK CHARGE
 
 We charge each division of the Accounts with a daily asset based charge for
 mortality and expense risks equivalent to an annual rate of 1.25%.
 
PREMIUM TAXES
 
 Generally, premium taxes are incurred on the annuity commencement date, and a
 charge for premium taxes is then deducted from the accumulation value on such
 date. Some jurisdictions impose a premium tax at the time the initial or
 
                                       8
<PAGE>
 
 SUMMARY OF THE CONTRACT (CONTINUED)
 
 additional premiums are paid, regardless of the annuity commencement date.
 
EXCESS ALLOCATION CHARGE
 
 The first five allocation changes in any contract year may be made without
 charge. Each subsequent allocation change is subject to a $25 excess alloca-
 tion charge.
 
PARTIAL WITHDRAWAL CHARGE
 
 If you take more than one conventional partial withdrawal during a contract
 year, we impose a charge of the lesser of $25 and 2.0% of the amount with-
 drawn for each additional conventional partial withdrawal. See Partial With-
 drawals, Conventional Partial Withdrawal Option.
 
ASSET BASED ADMINISTRATIVE CHARGE
 
 We charge each division of the Accounts with a daily asset based charge to
 cover contract administration equivalent to an annual rate of 0.10%.
 
TRUST EXPENSES
 
 There are fees and expenses deducted from each Series. The investment perfor-
 mance of the Series and deductions for fees and expenses from the Trusts will
 affect your accumulation value. Please read the Trust prospectuses for
 details.
 
TAX PENALTIES
 
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 with-
drawal or surrender the contract before reaching age 59 1/2. See Federal Tax
Considerations.
 
                                       9
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION
 
INDEX OF INVESTMENT EXPERIENCE
   
The upper table gives the index of investment experience for each division of
Account B on their respective commencement of operations and on December 31,
1989, 1990, 1991, 1992, 1993, 1994,     
   
1995 and 1996, as applicable. The index of investment experience is equal to
the value of a unit for each division of Account B. The total value of each
division as of the end of each period indicated is shown in the lower table.
    
<TABLE>   
<CAPTION>
                                               INDEX OF INVESTMENT EXPERIENCE                        
                         -------------------------------------------------------------------------
DIVISION                 1/24/89      12/31/89     12/31/90     12/31/91     12/31/92     12/31/93     
- --------                 -------      --------     --------     --------     --------     --------     
<S>                      <C>          <C>          <C>          <C>          <C>          <C>          
Multiple Allocation..... $10.00        $10.76       $11.12       $13.16       $13.22       $14.50      
Fully Managed...........  10.00         10.38         9.78        12.46        13.06        13.86      
Capital Appreciation....     --(/1/)       --(/1/)      --(/1/)      --(/1/)   10.99        11.74      
Rising Dividends........     --(/3/)       --(/3/)      --(/3/)      --(/3/)      --(/3/)   10.28      
All-Growth..............  10.00         10.71         9.74        13.03        12.52        13.16      
Real Estate.............  10.00          9.85         7.65        10.08        11.32        13.10      
Hard Assets.............  10.00         11.71         9.91        10.31         9.17        13.57      
Value Equity............     --(/4/)       --(/4/)      --(/4/)      --(/4/)      --(/4/)      --(/4/) 
Strategic Equity........     --(/5/)       --(/5/)      --(/5/)      --(/5/)      --(/5/)      --(/5/) 
Small Cap...............     --(/6/)       --(/6/)      --(/6/)      --(/6/)      --(/6/)      --(/6/) 
Emerging Markets........     --(/3/)       --(/3/)      --(/3/)      --(/3/)      --(/3/)   12.40      
OTC.....................     --(/7/)       --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/) 
Research................     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/) 
Total Return............     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/) 
Growth & Income.........     --(/7/)       --(/7/)      --(/7/)      --(/7/)      --(/7/)      --(/7/) 
Value + Growth..........     --(/8/)       --(/8/)      --(/8/)      --(/8/)      --(/8/)      --(/8/) 
Managed Global..........     --(/2/)       --(/2/)      --(/2/)      --(/2/)   10.01        10.48      
Limited Maturity Bond...  10.00         10.83        11.55        12.65        13.09        13.71      
Liquid Asset............  10.00         10.64        11.31        11.78        11.98        12.13      

<CAPTION> 
                           INDEX OF INVESTMENT EXPERIENCE                                                 
                         ----------------------------------
DIVISION                 12/31/94     12/31/95     12/31/96
- --------                 --------     --------     --------
<S>                      <C>          <C>          <C>
Multiple Allocation.....  $14.13       $16.58       $17.79
Fully Managed...........   12.68        15.10        17.33
Capital Appreciation....   11.40        14.63        17.36
Rising Dividends........   10.20        13.19        15.70
All-Growth..............   11.58        13.98        13.72
Real Estate.............   13.74        15.80        21.10
Hard Assets.............   13.73        14.99        19.70
Value Equity............      --(/4/)   13.34        14.56
Strategic Equity........      --(/5/)   10.00        11.78
Small Cap...............      --(/6/)      --(/6/)   11.85
Emerging Markets........   10.38         9.20         9.74
OTC.....................      --(/7/)      --(/7/)   15.74
Research................      --(/8/)      --(/8/)      --(/8/)
Total Return............      --(/8/)      --(/8/)      --(/8/)
Growth & Income.........      --(/7/)      --(/7/)   12.49
Value + Growth..........      --(/8/)      --(/8/)      --(/8/)
Managed Global..........    9.03         9.56        10.59
Limited Maturity Bond...   13.36        14.73        15.16
Liquid Asset............   12.41        12.92        13.38

<CAPTION>
                                                    TOTAL ACCUMULATION VALUE                            
                         ---------------------------------------------------------------------------------
DIVISION                  12/31/89         12/31/90         12/31/91          12/31/92          12/31/93         
- --------                 -----------      -----------      -----------      ------------      ------------
<S>                      <C>              <C>              <C>              <C>               <C>         
Multiple Allocation..... $15,556,366      $23,963,356      $57,739,245      $115,124,744      $273,158,122
Fully Managed...........   5,333,885        5,414,160        9,834,436        37,352,585       108,290,963       
Capital Appreciation....          --(/1/)          --(/1/)          --(/1/)   18,366,222        86,798,642       
Rising Dividends........          --(/3/)          --(/3/)          --(/3/)           --(/3/)   14,387,382       
All-Growth..............   3,077,542        4,528,380       11,159,814        23,418,811        56,055,565       
Real Estate.............     650,003          309,556          696,180         3,600,461        28,772,896       
Hard Assets.............   2,320,696        2,460,399        2,646,183         2,882,417        21,436,544       
Value Equity............          --(/4/)          --(/4/)          --(/4/)           --(/4/)           --(/4/)  
Strategic Equity........          --(/5/)          --(/5/)          --(/5/)           --(/5/)           --(/5/)  
Small Cap...............          --(/6/)          --(/6/)          --(/6/)           --(/6/)           --(/6/)  
Emerging Markets........          --(/3/)          --(/3/)          --(/3/)           --(/3/)   30,488,589       
OTC.....................          --(/7/)          --(/7/)          --(/7/)           --(/7/)           --(/7/)  
Research................          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)  
Total Return............          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)  
Growth & Income.........          --(/7/)          --(/7/)          --(/7/)           --(/7/)           --(/7/)  
Value + Growth..........          --(/8/)          --(/8/)          --(/8/)           --(/8/)           --(/8/)  
Managed Global..........          --(/2/)          --(/2/)          --(/2/)   38,699,402        88,477,493       
Limited Maturity Bond...   2,595,966        8,009,970       15,935,184        39,861,202        71,622,231       
Liquid Asset............   2,190,649        8,419,953        9,224,303        12,769,536        16,497,588       

<CAPTION> 
                                     TOTAL ACCUMULATION VALUE                            
                          -----------------------------------------------
DIVISION                   12/31/94          12/31/95          12/31/96
- --------                  -----------      ------------      ------------
<S>                       <C>               <C>               <C>
Multiple Allocation.....  $297,507,994      $305,499,995
Fully Managed...........    98,836,207       117,325,242
Capital Appreciation....    88,344,684       121,047,204
Rising Dividends........    50,384,765        80,341,660
All-Growth..............    70,623,784        91,960,166
Real Estate.............    36,936,728        34,814,825
Hard Assets.............    32,746,767        26,991,780
Value Equity............            --(/4/)   28,447,742
Strategic Equity........            --(/5/)    8,030,333
Small Cap...............            --(/6/)           --(/6/)
Emerging Markets........    59,747,048        36,887,958
OTC.....................            --(/7/)           --(/7/)
Research................            --(/8/)           --(/8/)          --(/8/)
Total Return............            --(/8/)           --(/8/)          --(/8/)
Growth & Income.........            --(/7/)           --(/7/)
Value + Growth..........            --(/8/)           --(/8/)          --(/8/)
Managed Global..........    86,208,555        72,375,222
Limited Maturity Bond...    71,573,009        67,838,218
Liquid Asset............    45,364,989        36,490,508
</TABLE>    
- -------------
(1) The Capital Appreciation Division became available for investment on May 4,
    1992, starting with an index of investment experience of $10.00.
(2) The index of investment experience for the Managed Global Division is based
    on the actual experience of its predecessor for accounting purposes, the
    Managed Global Account of Golden American's Separate Account D. The Managed
    Global Account became available for investment on October 21, 1992,
    starting with an index of investment experience of $10.00.
(3) The Rising Dividends and Emerging Markets Divisions became available for
    investment on October 4, 1993, starting with an index of investment
    experience of $10.00.
(4) The Value Equity Division became available for investment on January 1,
    1995, starting with an index of investment experience of $10.00.
(5) The Strategic Equity Division became available for investment on October 2,
    1995, starting with an index of investment experience of $10.00.
(6) The Small Cap Division became available for investment on January 2, 1996,
    starting with an index of investment experience of $10.00.
(7) The OTC and Growth & Income Divisions became available for investment on
    September 3, 1996, starting with an index experience of $14.69 and $10.95,
    respectively.
(8) The Research, Total Return and Value + Growth Divisions became available
    for investment on January 20, 1997, starting with indices of investment
    experience of $16.51, $13.82, and $12.01, respectively.
 
  In order to provide for continuity in results, the above table is based on
charges for the contract described in this prospectus. Contracts issued prior
to May 1, 1993, were based on lower asset charges and, thus, would have higher
values for the indices of investment experience.
 
                                       10
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION (CONTINUED)
 
FINANCIAL STATEMENTS
   
The audited financial statements of Separate Account B (as well as the audi-
tors' 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 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 Statement of Additional Information.     
 
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 divi-
sions, and the total return of all divisions may appear in reports and promo-
tional 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 calcu-
lated 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 invest-
ment income per unit (accumulation value divided by the index of investment
experience -- see 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 applicable distribution fee,
the asset based administrative charge and the mortality and expense risk
charge. Quotations of total return may simultaneously be shown for other
periods that do not take into account certain contractual charges such as the
distribution fee and surrender 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 promo-
tional 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 secu-
rities 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 inde-
pendent 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 deduc-
tions 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 objec-
tives and policies, characteristics and quality of the portfolio of the Series
of the respective Trust in which the division invests and the market conditions
during the given time period, and should not be considered as a representation
of what may be achieved in the future. For a description of the methods used to
determine yield and total return for the divisions, see the Statement of Addi-
tional Information.
 
                                       11
<PAGE>
 
 CONDENSED FINANCIAL INFORMATION (CONTINUED)
 
 INTRODUCTION
 
 
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.
The following information describes the contract and Account B. Account B
invests in mutual fund portfolios of The GCG Trust and The ESS Trust.
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B
 
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 Dela-
ware and is an indirect wholly owned subsidiary of Equitable of Iowa Companies
("Equitable of Iowa"). Prior to December 30, 1993, Golden American was a Minne-
sota 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. As of December 31,
1996, Golden American had stockholder's equity of approximately $140.5 million
and total assets of approximately $1.7 billion, including approximately $1.21
billion of separate account assets.     
   
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"), Equi-
table of Iowa Securities Network, Inc., Directed Services, Inc. ("DSI") and
Golden American. As of December 31, 1996, Equitable of Iowa had over $12.5
billion in assets.     
 
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 regula-
tions. 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 Account B 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 of Account
B 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 suit-
able 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. 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 Series was formerly the
Managed Global
                                       12
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
Account of Golden American's Separate Account D from October 22, 1992 until
September 3, 1996. 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 may also have other divi-
sions 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 serv-
ices 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 Trust 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 Trust prospectuses for details.
 
Each Trust pays its respective Manager for its services a monthly fee based on
the following percentages 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.
 
THE GCG TRUST
 
- -------------------------------------------------------------------------------
<TABLE>   
<CAPTION>
SERIES                                         FEES (based on combined assets of the indicated groups of Series)
- ---------------------------------------------  -----------------------------------------------------------------
 
<S>                                            <C>
Multiple Allocation, Fully Managed, Capital    1.00% of first $750 million;
Appreciation, Rising Dividends, All-Growth,    0.95% of next $1.250 billion;
Real Estate, Hard Assets, Value Equity,        0.90% of next $1.5 billion; and
Strategic Equity, and Small Cap Series:        0.85% of amount in excess of $3.5 billion
 
 
Emerging Markets Series:                       1.75% of average daily net assets
 
Managed Global:                                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
- -------------------------------------------------------------------------------
 
THE ESS TRUST
 
- -------------------------------------------------------------------------------
<CAPTION>
SERIES                                         FEES
- ---------------------------------------------  -----------------------------------------------------------------
 
<S>                                            <C>
OTC, Research and Total Return Portfolios:     0.80% of first $300 million;
                                               0.55% of amount in excess of $300 million
 
Growth & Income and Value + Growth Portfo-     0.95% of first $200 million;
 lios:                                         0.75% of amount in excess of $200 million
</TABLE>    
- -------------------------------------------------------------------------------
                                      13
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
The following divisions invest in shares of the 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 unnec-
 essary 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 preser-
 vation of capital and prudent investment risk.
INVESTMENTS
 Invests primarily in common stocks. The Series also may invest in fixed
 income securities and money market instruments to preserve its principal
 value during uncertain or declining market conditions. The Series' strategy
 is based on the premise that, from time to time, certain asset classes are
 more attractive long terminvestments than others.
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 earn-
 ings and positive earnings momentum; dominant competitive positions; and
 demonstrate above-average growth rates as compared to published S&P 500 earn-
 ings projections; and (ii) The Value Component -- Securities that the port-
 folio 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 judgement, offer an optimum combination of current divi-
 dend 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  (FORMERLY NATURAL RESOURCES)
HARD ASSETS SERIES
OBJECTIVE
 Long-term capital appreciation.
INVESTMENTS
 Investment in equity and debt securities of companies engaged in the explora-
 tion, develop-
 
                                      14
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
 ment, production, and distribution of natural resources.
PORTFOLIO MANAGER
 Van Eck Associates Corporation
 
VALUE EQUITY DIVISION
VALUE EQUITY SERIES
OBJECTIVE
 Capital appreciation, with dividend income as a secondary objective.
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 rela-
 tive to price.
PORTFOLIO MANAGER
 Eagle Asset Management, Inc.
 
EMERGING MARKETS DIVISION
EMERGING MARKETS SERIES
OBJECTIVE
 Long-term growth of capital.
INVESTMENTS
 Investment primarily in equity securities of companies that are considered to
 be in emerging market countries in the Pacific Basin and Latin America.
 Income is not an objective, and any production of current income is consid-
 ered incidental to the objective of growth of capital.
PORTFOLIO MANAGER
    
 Putnam Investment Management, Inc.     
 
MANAGED GLOBAL DIVISION
MANAGED GLOBAL SERIES
OBJECTIVE
 High total investment return, consistent with a prudent regard for capital
 preservation.
INVESTMENTS
 Investment in a wide range of equity and debt securities and money market
 instruments 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.
 
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 exposures 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.
 
                                       15
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
 
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.
 
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 difficul-
ties 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 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
policyowners 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 except affiliated insurance companies 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 Trust
prospectuses. You should read them carefully in conjunction with this
prospectus before investing. Additional copies of the Trust prospec-
 
                                       16
<PAGE>
 
 FACTS ABOUT THE COMPANY AND ACCOUNT B (CONTINUED)
 
tuses may be obtained by contacting our Customer Service Center.
 
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 port-
folio 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 portfo-
lio'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.
 
 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.
 
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 benefi-
ciary the death benefit then due. The sole owner's estate will be the benefi-
ciary if no beneficiary designation is in effect, or if the designated benefi-
ciary 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, the beneficial owner of
the trust will be treated as the owner of the contract solely for the purpose
of activating the death benefit provision. See Contracts Owned by Non-Natural
Persons.
 
THE ANNUITANT
The annuitant will receive the annuity benefits of the contract if 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. Once named, neither the annuitant nor the
contingent annuitant, if any, may be changed at any time.
 
If there is no contingent annuitant when the annuitant dies prior to the
annuity commencement date, 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 annu-
itant was the sole owner and there is no beneficiary designation, the
annuitant's estate will be the beneficiary.
 
THE BENEFICIARY
The beneficiary is the person to whom we pay death benefit proceeds if the
annuitant (when there is no contingent annuitant) or owner dies prior to the
annuity commencement date. We pay death benefit proceeds to the primary bene-
ficiary. 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 (if
other than the annuitant). If the owner was the annuitant, we pay any death
benefit proceeds to the annuitant's estate.
 
One or more persons who must be individuals may be named as beneficiary or
contingent beneficiary. In the case of more than one beneficiary, we will
assume any death benefit proceeds are to be paid in equal shares to the
surviving beneficiaries. You may specify other than equal shares.
 
                                      17
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
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 must act
together to exercise the rights and options under the contract.
 
CHANGE OF OWNER OR BENEFICIARY
During the annuitant's lifetime and while the contract is in effect, you may
transfer ownership of the contract (if purchased in connection with a non-qual-
ified plan) subject to our published rules at the time of the change. 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 Additional Considerations, Transfer of Annuity Contracts,
and Assignments.
 
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 connec-
 tion with an individual retirement account. 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 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, we will only accept a $25,000 rollover contribution as
 the minimum initial premium.
 
 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.
 
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 the Customer Service Center. The annuitant named on the application
or enrollment form 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 $25,000 for qualified and non-
qualified contracts. In connection with qualified plans, we will only accept
rollover contributions of $25,000 or more as the initial premium. We also offer
other DVAs through other prospectuses which are contracts with different
charging structures.
 
We may refuse a premium payment if an initial premium or the sum of all premium
payments is more than $1,500,000. We may change the minimum initial or addi-
tional 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.
 
                                       18
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
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 quali-
fied plans, no contributions may be made to an IRA contract for the taxable
year in which you attain age 70 1/2 and thereafter (except for rollover
contributions). The minimum additional premium payment we will accept is $500
for a non-qualified plan and $250 for a qualified plan.
 
CREDITING PREMIUM PAYMENTS
The initial premium will be accepted or rejected within two business days of
receipt by us of a completed application or enrollment form. We may retain the
initial premium for up to five days while attempting to complete an incomplete
application or enrollment form. If the application or enrollment form cannot
be made complete within five valuation 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 specifically consents to our
retaining the initial premium until the application or enrollment form is made
complete. Thereafter, all premiums will be accepted on the day received.
 
We will accept, by agreement with broker-dealers who use wire transmittals,
transmittal of initial and additional premium payments by wire order from the
broker-dealer to the Customer Service Center. Such transmittals must be accom-
panied by a simultaneous telephone facsimile transmission containing the
essential information we require to open an account and allocate the premium
payment.
 
Premium payments accepted via wire order and accompanying facsimile transmis-
sions will be invested at the value next determined following receipt. Wire
orders not accompanied by facsimile transmissions, or accompanied by facsimile
transmissions which do not contain the essential information we require to
open an account and allocate the premium payment, may be retained for a period
not exceeding five business days while an attempt is made to obtain the
required facsimile transmission. If the required facsimile transmission cannot
be obtained within five business days, the Customer Service Center will inform
the broker-dealer, on behalf of the applicant/enrollee, of the reasons for the
delay and return the premium payment immediately to the broker-dealer for
return to the applicant/enrollee, unless the applicant/enrollee specifically
consents to allow us to retain the premium payment until the required
facsimile transmission is received by the Customer Service Center.
 
We will issue the contract; however, until we have received and accepted at
the Customer Service Center a properly completed application or enrollment
form, we reserve the right to rescind the contract. If an application or
enrollment form is not received within ten days of receipt of the initial
premium via wire order, or if an incomplete application or enrollment form is
received and cannot be completed within ten days of receipt of the initial
premium, the amount of the initial premium, with any gain, will be returned to
the broker-dealer for return to the applicant/enrollee. In no event will less
than the full amount of the initial premium be returned to the
applicant/enrollee.
 
On the date we receive and accept your initial or additional premium payment:
 
(1) We allocate the initial premium among the divisions 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.
 
(2) For an initial premium, we calculate the distribution fee and any charge
    for premium taxes, if applicable. When an additional premium payment is
    made we increase any distribution fee and any charge for premium taxes, if
    applicable. These charges will be collected by us from the contract's
    accumulation value. HOWEVER, WE CURRENTLY WAIVE THE DEDUCTION OF THE
    CHARGE FOR PREMIUM TAXES. (See Charges and Fees, Premium Taxes.)
 
(3) For an initial premium, we calculate the guaranteed death benefit. When an
    additional premium payment is made we increase the guaranteed death bene-
    fit.
                                      19
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
ELECTRONIC DATA TRANSMISSION OF APPLICATION INFORMATION
 In certain states, we will also accept, by agreement with broker-dealers who
 use electronic data transmissions of application information, wire
 transmittals of initial premium payments from the broker-dealer to the
 Customer Service Center for purchase of the contract. Contact the Customer
 Service Center to find out about state availability.
 
 Upon receipt of the electronic data and wire transmittal, we will open an
 account and allocate the premium payment according to the client's instruc-
 tions. Based on the information provided, we will generate an application or
 enrollment form and contract to be forwarded to the applicant/enrollee for
 signature.
 
 During the period from receipt of the initial premium until the signed appli-
 cation or enrollment form is received, the owner may not execute any finan-
 cial transactions with respect to the contract unless such transactions are
 requested in writing and signature guaranteed.
 
RESTRICTIONS ON ALLOCATION OF PREMIUM PAYMENTS
We may require that the initial premium be allocated to the Specially Desig-
nated 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 expe-
rience next computed for each division. See Measurement of Investment Experi-
ence, Index of Investment Experience and Unit Value.
 
YOUR RIGHT TO REALLOCATE
You may reallocate your accumulation value among the divisions of Account B at
the end of the free look period. You are allowed five allocation changes per
contract year without charge. There will be a charge of $25 deducted from the
accumulation value for each additional allocation change. When a reallocation
is made, we redeem shares of the Series underlying the divisions you are trans-
ferring from at their net asset value. Reinvestment is then made in shares of
the Series of the divisions you are transferring to at their net asset value.
To make a reallocation change, you must provide us with satisfactory notice at
our Customer Service Center.
 
RESTRICTIONS ON REALLOCATIONS
 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 OPTION
If you have at least $10,000 of accumulation value in the Limited Maturity Bond
Division or the Liquid Asset Division, you may choose to have a specified
dollar amount transferred from this division to other divisions in Account B 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 fluc-
tuations but does not assure a profit or protect against a loss in declining
markets. See Measurement of Investment Experience, Index of Investment Experi-
ence and Unit Value.
 
This dollar cost averaging option may be elected at the time the application or
enrollment form is completed or at a later date. The minimum amount that may be
transferred each month is $250. The maximum amount which may be transferred is
equal to the accumulation value in the Limited Maturity Bond Division or the
Liquid Asset Division when elected, 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, the accumulation value is equal to
or less than the amount you have elected to have transferred, the entire amount
will be transferred and the option will end. You may change the transfer amount
once each contract year, or cancel this option by sending us satisfactory
notice to the Customer Service Center at least seven days before the next
transfer date. Any allocation under this option will not be included in deter-
mining if the excess allocation charge will apply.
 
WHAT HAPPENS IF A DIVISION IS NOT AVAILABLE
When a distribution is made from an investment portfolio supporting a division
of Account B in
 
                                       20
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
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 port-
folio or division due to the unavailability of securities for acquisition. When
an investment portfolio matures, we will notify you in writing 30 days in
advance of that date. To elect an allocation to other than the Specially Desig-
nated Division, you must provide satisfactory notice to us at least seven days
prior to the date the portfolio matures. Such allocations are not counted as an
allocation change of the accumulation value 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 Desig-
nated Division to other divisions of your choice, such allocations are not
counted as an allocation change of the accumulation value for purposes of the
number of free allocation changes permitted.
 
YOUR ACCUMULATION VALUE
Your accumulation value is the sum of the amounts in each of the divisions in
which you are invested, and is the amount available for investment at any time.
You select the divisions to which to allocate the accumulation value. We adjust
your accumulation value on each Valuation Date to reflect the divisions'
investment performance and on each contract processing date to reflect the
removal of any charges. The accumulation value is applied to your choice of an
annuity option on the annuity commencement date. See Choosing an Income Plan.
 
You may choose up to sixteen divisions and allocate your accumulation value
among them in any way you choose.
 
ACCUMULATION VALUE IN EACH DIVISION
 
ON THE CONTRACT DATE
 On the contract date, the accumulation value is allocated to each division as
 specified on the application or enrollment form, unless the contract is
 issued in a state that requires the return of premium payments during the
 free look period, in which case, your initial premium 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 distribution fee and any charge for premium taxes. HOWEVER, WE
         CURRENTLY WAIVE THE DEDUCTION OF THE CHARGE FOR PREMIUM TAXES. (See
         Charges and Fees, Premium Taxes.)
 
All amounts in (7) are allocated to each division in the proportion that (6)
bears to the accumulation value, unless the Charge Deduction Division has been
specified.
 
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, except for the OTC, Research, Total Return, Growth and
 Income, and Value + Growth Divisions, which started with indices of $14.69,
 $16.51, $13.82, $10.95, and $12.01, respectively. The index for a current
 valuation period equals the index for the preceding valuation period multi-
 plied 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
 
                                       21
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 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 in which a division invests as well as the charges
 assessed against the division for a valuation period. The factor is calcu-
 lated 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 from each divi-
     sion for each day in the valuation period.
 
 (5) We subtract the daily asset based administrative charge from each divi-
     sion 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 OF ACCOUNT B
 The net rate of return for a division during a valuation period is the expe-
 rience 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 you have selected. We do not guarantee any minimum. 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 deduct any incurred distribution fee and any unrecovered charge for
    premium taxes. (See Charges and Fees, Premium Taxes);
 
(3) We deduct 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 by us at our Customer Service Center and the cash surrender value
is determined accordingly as of that date. All benefits under the contract will
then be terminated as of that date. 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 as described in the When We Make Payments provision.
 
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 the Customer Service Center. Unless you
specify otherwise, the amount of the withdrawal will be taken in proportion to
the amount of accumulation value in each division in which you are invested.
 
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.
 
CONVENTIONAL PARTIAL WITHDRAWAL OPTION
 After the free look period, you may take a conventional partial withdrawal
 once each contract year without charge. If you take more than one conven-
 tional partial withdrawal in a contract year, we impose a charge of the
 lesser of $25 and 2.0% of the amount withdrawn. The minimum amount you may
 withdraw under this option is $1,000. In no event may a conventional partial
 withdrawal or a combination of a conventional partial withdrawal and system-
 atic partial withdrawals received or expected to be received during the
 contract year, exceed 25% of the accumulation value as of the date of the
 current withdrawal. Also, in no event may a combination of a conventional
 partial withdrawal and IRA partial withdrawals received or expected to be
 received during a contract year, exceed 25% of the accumulation value as of
 the date of the conventional partial withdrawal.
 
                                       22
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
SYSTEMATIC PARTIAL WITHDRAWAL OPTION
 This option may be elected at the time the application or enrollment form is
 completed, 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 or
 quarterly basis from the accumulation value in the divisions of Account B.
 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 of the
 quarter or month 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 as the amount of your with-
 drawal subject to the following maximums, but in no event can a payment be
 less than $100:
 
<TABLE>
<CAPTION>
    FREQUENCY   MAXIMUM PERCENTAGE
    ---------   ------------------
    <S>         <C>
     Monthly          1.25%
    Quarterly         3.75%
</TABLE>
 
 If a dollar amount is selected and the amount to be systematically withdrawn
 would exceed the applicable maximum percentage of the accumulation value on
 the withdrawal date, the amount withdrawn will be reduced so that it equals
 such percentage. For example, if a $2,500 monthly withdrawal was elected and
 on the withdrawal date 1.25% of the accumulation value equaled $1,500, the
 withdrawal amount would be reduced to $1,500. 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, 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.
 
 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 us
 at our Customer Service Center at least seven days prior to the next sched-
 uled 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.
 
 In no event may a systematic partial withdrawal or a combination of a conven-
 tional partial withdrawal and systematic partial withdrawals received or
 expected to be received during the contract year, exceed 25% of the accumula-
 tion value as of the date of the current withdrawal.
 
IRA PARTIAL WITHDRAWAL OPTION
 If you have an IRA contract and will attain age 70 1/2 in the current
 calendar year, distributions will 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 Considera-
 tions, Taxation of Individual Retirement Annuities. We will send you a notice
 before your distributions must 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 will be made. Thus, if the systematic partial withdrawal
 option is in effect, distribution 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.
 
 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
 
                                      23
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 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.
 
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. Please refer to Federal Tax Considerations for
 more details.
 
PROCEEDS PAYABLE TO THE BENEFICIARY
If either the annuitant (when there is no contingent annuitant) or owner 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. We may reduce the death
benefit proceeds payable under certain group or sponsored arrangements. See
Group or Sponsored Arrangements.
 
If the annuitant and owner are both age 75 or younger at issue the death
benefit is the greater of the accumulation value and the guaranteed death
benefit.
 
MAXIMUM GUARANTEED DEATH BENEFIT
 This amount is calculated as follows:
 
 (1) We determine the total premiums paid;
 
 (2) We multiply (1) by two;
 
 (3) We determine the total partial withdrawals taken; and
 
 (4) We subtract (3) from (2).
 
GUARANTEED DEATH BENEFIT
 On the contract date the guaranteed death benefit is equal to the initial
 premium. On subsequent valuation dates, the guaranteed death benefit is
 calculated as follows:
 
 (1) We take the guaranteed death benefit from the prior valuation date;
 
 (2) We calculate interest on (1) for the current valuation period at an
     annual rate of 7% (the guaranteed death benefit interest rate), except
     that with respect to amounts in the Liquid Asset Division, the interest
     rate applied to such amounts will be the net rate of return for the
     Liquid Asset Division during the current valuation period, if it is less
     than 7%;
 
 (3) We add (1) and (2);
 
 (4) We add to (3) any additional premiums paid during the current valuation
     period; and,
 
 (5) We subtract from (4) any partial withdrawals made during the current
     valuation period.
 
 If (5) is greater than the maximum guaranteed death benefit, we will pay the
 maximum guaranteed death benefit.
 
 If the annuitant or owner is age 76 or older at issue, the death benefit is
 the greater of:
 
 (1) The cash surrender value; and
 
 (2) The sum of the premiums paid, less any partial withdrawals.
 
HOW TO CLAIM PAYMENTS TO BENEFICIARY
 We must receive due proof of the death of the annuitant or owner (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 contract quarter within 31 days after the
end of each contract quarter. The report will show the accumulation value, the
cash surrender value, and the death benefit as of the end of the contract
quarter.
 
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 other information that may
be currently required by the insurance supervisory official of the jurisdic-
tion in which the contract is delivered.
 
                                      24
<PAGE>
 
 FACTS ABOUT THE CONTRACT (CONTINUED)
 
 
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 contract owners.
 
WHEN WE MAKE PAYMENTS
We will 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
    contract 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.
 
 CHARGES AND FEES
 
CHARGE DEDUCTION DIVISION
   
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 ex-
penses 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 Surrender Charge collected may not fully cover all of
the distribution expenses incurred by us.
    

You may specify on the application or enrollment form if you wish to use the
Charge Deduction Division Option. If you so specify, all charges against the
accumulation value will be deducted from the Liquid Asset Division. If the
amount of the charge is greater than the amount in the division, the charge
will be deducted proportionately from all the divisions in which you are
invested. You may also choose to elect or cancel this option while the contract
is in force by sending us satisfactory notice to our Customer Service Center.
If you do not elect this option, the charges will be deducted proportionately
from all the divisions in which you are invested.
 
CHARGES DEDUCTED FROM THE ACCUMULATION VALUE
We invest the entire amount of the initial and any additional premium payments
in the divisions you select, subject to certain restrictions. See Restrictions
on Allocation of Premium Payments. We then periodically deduct certain amounts
from your accumulation value. We may reduce certain fees and charges, including
any distribution fees, surrender, administration, and mortality and expense
risk charges, under group or sponsored arrangements. See Group or Sponsored
Arrangements. Charges are deducted proportionately from all divisions in which
you are invested, unless you have elected the Charge Deduction Division. The
charges we deduct are:
 
DISTRIBUTION FEE
 We deduct a sales load in an annual amount of 0.65% of each premium. This
 charge is incurred at the beginning of each contract processing period and
 deducted at the end of each contract processing period (or at the time of
 surrender if surrendered before the end of a contract processing period) for
 a period of ten years from the date we receive and accept each premium
 payment.
 
 We also offer a DVA through another prospectus, which is a contract with a
 different charging structure.
 
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 annuitant's
 state of residence. We reserve the right to change this amount to conform
 with changes in the law or if the annuitant or owner changes state of resi-
 dence, as applicable.
 
 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
 the initial and additional premiums are paid, regardless of the annuity
 commencement date. In those states we initially advance the amount of the
 charge for premium taxes to your accumulation value and then deduct it in
 equal installments on each contract processing date over a six year period,
 as applicable.
 
                                       25
<PAGE>
 
 CHARGES AND FEES (CONTINUED)
 
 
 Currently, in those states where we advance the charge for premium taxes, we
 will waive the deduction of the applicable installments of the charge for
 premium taxes on each contract processing date. However, we will deduct the
 unrecovered charge for premium taxes (not including installments which were
 waived) when determining the cash surrender value payable if you surrender
 your contract. We reserve the right to deduct the total amount of the charge
 for premium taxes previously waived and unrecovered on the annuity commence-
 ment date.
 
 In those cases when we advance the charge for premium taxes, since the charge
 for premium taxes is advanced to the accumulation value, a positive net rate
 of return will give a higher cash surrender value and a negative net rate of
 return will give a lower cash surrender value than would be the case had the
 charge for premium taxes been deducted from your premium payment.
 
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 division(s) from which each such reallocation is made in
 proportion to the amount being transferred from each such division unless you
 have chosen to use the Charge Deduction Division. Any allocation(s) or trans-
 fer(s) due to the election of the Dollar Cost Averaging Option and realloca-
 tion under the provision What Happens if a Division is Not Available will not
 be included in determining if the excess allocation charge should apply.     
 
PARTIAL WITHDRAWAL CHARGE
 If you take more than one conventional partial withdrawal during a contract
 year, we impose a charge of the lesser of $25 and 2.0% of the amount with-
 drawn for each additional conventional partial withdrawal. The charge is
 deducted from the division(s) from which each such partial withdrawal is made
 in proportion to the amount being withdrawn from each division unless you
 have chosen to use the Charge Deduction Division. See Partial Withdrawals,
 Conventional Partial Withdrawal Option.
 
CHARGES DEDUCTED FROM THE DIVISIONS
MORTALITY AND EXPENSE RISK CHARGE
    
 The daily charge is at the rate of 0.003446% (equivalent to an annual rate of
 1.25%) on the assets in each division.
     
    
     
ASSET BASED ADMINISTRATIVE CHARGE
    
 We will deduct a daily administrative charge from the assets in each division
 of the Accounts. The daily charge is at a rate of 0.000276% (equivalent to an
 annual rate of 0.10%) 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 AN INCOME PLAN
 
THE INCOME PLAN
If the annuitant and owner are living on the annuity commencement date, we will
begin making payments to the annuitant under an income plan. We will make these
payments under the annuity option chosen in the application or enrollment form
or as subsequently changed. 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 the accumulation value on
the annuity commencement date in accordance with The Annuity Options section
below. See When We Make Payments.
 
You may also elect an annuity option on surrender of the contract for its cash
surrender value or, you
 
                                       26
<PAGE>
 
 CHOOSING AN INCOME PLAN (CONTINUED)
 
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 annuitant's or owner's death, no option has been chosen for
paying death benefit proceeds, the beneficiary may choose an option within one
year.
 
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 lost contract form. Various factors will
affect the level of annuity benefits including the annuity option chosen, the
assumed interest rate used and the investment results of the division(s) in
which the accumulation value has been invested.
 
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 benefi-
    ciary;
 
(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 in the application or enrollment
form. You may select any date following the third contract anniversary but
before the contract processing date in the month following the annuitant's
90th birthday. 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 may not be later than in the
month following the annuitant's 85th birthday for annuitants with an issue age
of 80 and under. 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 Consid-
erations. 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, quar-
terly, 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 ANNUITY OPTIONS
There are four options to choose from as shown below. Options 1 through 3 are
fixed and option 4 is variable. For a fixed option, the accumulation value 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 avail-
 able 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
 annuitant 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 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 that each payment will be at least the amount set forth in the
 contract corre-
 sponding 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
                                      27
<PAGE>
 
 CHOOSING AN INCOME PLAN (CONTINUED)
 
 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 offer on the
 option's effective date.
 
PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still
due as provided by the option agreement. The amounts still due are determined
as follows:
 
(1) For options 1, 2, or any remaining guaranteed payments, 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 3% for
    option 1 and 3.50% 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 INFORMATION
 
OTHER CONTRACT PROVISIONS
 
IN CASE OF ERRORS ON THE APPLICATION OR ENROLLMENT FORM
 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
 Additional Considerations, 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 Ameri-
 can.
 
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
 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 us at our
 Customer Service Center. We will refund the accumulation value 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 that your premium be allocated to
 the Specially Designated Division during the free look period. If you
 
                                      28
<PAGE>
 
 OTHER INFORMATION (CONTINUED)
 
 exercise your right to cancel, we will return the greater of (a) the premium
 invested and (b) the accumulation value of your contract plus any amounts
 deducted under the contract or by the Trust for taxes, charges or fees. 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 division(s) chosen by you, based on the index of investment experience
 next computed for each division. See 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 distribution
fee, surrender, administration, and mortality and expense risk charges. We may
also change the minimum initial and additional premium requirements, or reduce
the death benefit proceeds payable. Group arrangements include those in which a
trustee or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Sponsored arrangements include those in which an
employer allows us to sell contracts to its employees on an individual basis.
 
Our costs for sales, administration, and mortality generally vary with the size
and stability of the group among other factors. We take all these factors into
account when reducing charges. To qualify for reduced charges, a group or spon-
sored 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 distribution fee
will reflect differences in costs or services and will not be unfairly discrim-
inatory.
 
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 applica-
tions 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 regula-
tions to sell variable life insurance and variable annuities. The writing agent
will receive commissions of up to 0.75% of average annual contract assets per
year over the life of the contract.
 
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 rein-
surance 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.
 
 REGULATORY INFORMATION
 
VOTING RIGHTS
We will vote the shares of the Trusts 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 the
Trusts 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
 
                                       29
<PAGE>
 
 REGULATORY INFORMATION (CONTINUED)
 
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 divi-
sion. 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 jurisdic-
tions 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 litiga-
tion. 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, Executive Vice President, General Counsel and
Secretary of Golden American. Sutherland, Asbill & Brennan, L.L.P. of 
Washington, D.C. has provided advice on certain matters relating to Federal
securities laws.
    

EXPERTS
   
The 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 in the Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing or incorporated by reference in the Statement of
Additional Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
    

 FEDERAL TAX CONSIDERATIONS
 
INTRODUCTION
The contract is designed for use by individuals or groups in retirement plans
which are qualified under Section 408 or non-qualified under the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"). The ultimate
effect of Federal income taxes on the amounts paid for the contract, on the
investment return on assets held under the contract, on annuity payments and
on the economic benefits to the owner, annuitant or beneficiary depends upon
the terms of the contract, upon Golden American's tax status and upon the tax
status of the individuals concerned.
 
The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No
attempt is made to consider any applicable state or other tax laws. Moreover,
the discussion is based upon Golden American's understanding of the Federal
income tax laws as they are currently interpreted. No representation is made
regarding the likelihood of continuation of the Federal income tax laws, the
Treasury Regulations, or the current interpretations by the Internal Revenue
Service (the "IRS"). For a discussion of Federal income taxes as they relate
to the Trusts, please see the accompanying prospectus for the respective
Trust.
 
GOLDEN AMERICAN TAX STATUS
Golden American is taxed as a life insurance company under Part I of
Subchapter L of the Code. Since Account B is not a separate entity from Golden
American and its operations form a part of Golden American, it will not be
taxed separately as a "regulated investment company" under Subchapter M of the
Code. Investment income and realized capital gains on the assets of Account B
are reinvested and taken into account in determining the accumulation value.
Under existing Federal income tax law, Golden American does not incur tax on
Account B's investment income, including realized net capital gains. Golden
American reserves the right to make a deduction for taxes should they be
imposed with respect to such items in the future.
 
 
                                      30
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
TAXATION OF NON-QUALIFIED ANNUITIES
 
1. IN GENERAL
 Code (S)72 generally governs the taxation of non-qualified annuities. Under
 this provision, except as described below, any increase in the contract's
 value is generally not taxable to the owner until a distribution is made from
 the contract, either in the form of annuity payments as contemplated by the
 contract, or in some other form of distribution. (For purposes of this rule,
 the amount of any indebtedness that is secured by a pledge or assignment of
 the contract is treated as a payment received on account of a partial with-
 drawal from the contract.) However, this rule applies only if (1) the Invest-
 ments 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 pur-
 poses, and (3) the owner is an individual.
 
  Diversification Requirements. Treasury Department regulations ("Regula-
  tions") issued under Code (S)817 (h) prescribe the manner in which the
  Investments of a segregated asset account, such as Account B, are to be
  "adequately diversified." The Regulations generally require that on the
  last day of each quarter of a calendar year (i) no more than 55% of the
  value of each segregated asset account is represented by any one invest-
  ment; (ii) no more than 70% is represented by any two Investments; (iii) no
  more than 80% is represented by any three Investments; and (iv) no more
  than 90% is represented by any four Investments. For purposes of complying
  with these requirements, all securities of the same issuer are treated as a
  single investment, and each U.S. government agency or instrumentality will
  be treated as a separate issuer. In addition, where a segregated asset
  account invests in other regulated investment companies or certain other
  entities (e.g., the divisions of Account B do), a "look-through" rule
  applies and, as a result, each division of an account must be tested for
  compliance with the percentage limitations by looking through to the assets
  of that division.
 
  If Account B failed to comply with these diversification standards, the
  contract 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 first period
  of non-diversification. Golden American expects that Account B, including
  each of the divisions, will comply with the diversification requirements
  prescribed by the Regulations.
 
  Ownership Treatment. In certain circumstances, variable annuity contract
  owners may be considered the owners, for Federal income tax purposes, of
  the assets of the segregated asset account, such as 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 IRS has stated in published rulings that a variable contract
  owner will be considered the owner of the assets of the 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 regu-
  lations 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 policy-
  holders 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 premium payments and
  accumulation values, and may be able to transfer among investment options
  more frequently, than in such rulings. In addition, the owner of this
  contract has the choice of certain investment options which may be more
  similar to each other in their investment Objectives than in such rulings.
  These differences could result in the owner being treated as the owner of a
  portion of the assets of
 
                                      31
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
  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.
 
  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 regu-
  lations 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 ruling or regulations 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) contracts issued in connection
  with certain qualified plans, (3) contracts purchased by employers upon the
  termination of certain qualified 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 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 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. The remainder of this discussion
  assumes that the contract will be treated as an annuity contract for
  Federal income tax purposes.
 
2. WITHDRAWALS PRIOR TO THE ANNUITY COMMENCEMENT DATE
 Code (S)72 provides that the proceeds of a total surrender of a contract
 prior to the annuity commencement date will be taxed to the extent that the
 amount distributed exceeds the "investment in the contract" and that any
 conventional or systematic partial withdrawal from a contract prior to the
 annuity commencement date will be treated as taxable income to the extent the
 amount held under the contract immediately before the withdrawal occurs
 exceeds the "investment in the contract." The "investment in the contract" is
 defined in the Code as that portion, if any, of premium payments by or on
 behalf of an individual under a contract which was not excluded from the
 individual's gross income at the time of such payment less any amounts previ-
 ously received under the contract which were excluded from the individual's
 gross income at the time of their receipt. The taxable portion of any distri-
 bution received prior to the annuity commencement date will be subject to tax
 at ordinary income tax rates. For purposes of this rule, a pledge or assign-
 ment of a contract is treated as a payment received on account of a partial
 withdrawal of a contract.
 
 In the case of systematic partial withdrawals, the amount of each withdrawal
 should be considered as a distribution and taxed in the same manner as a
 partial withdrawal prior to the annuity commencement date, as described
 above. However, there is some uncertainty regarding the tax treatment of
 systematic partial withdrawals, and it is possible that additional amounts
 may be includible in income.
 
 In addition, the contract provides a death benefit that in certain circum-
 stances 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, among other things, 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.
 
                                       32
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
 
3. ANNUITY PAYMENTS AND WITHDRAWALS ON OR AFTER THE ANNUITY COMMENCEMENT DATE
 Proceeds of a total surrender of the contract after the annuity commencement
 date are taxable to the extent the proceeds exceed the investment in the
 contract. In addition, proceeds of a partial withdrawal after the annuity
 commencement date are fully taxable. Also, a portion of each annuity payment
 under the contract is taxable if the value of the contract exceeds the
 investment in the contract. The taxable portion of an annuity payment will be
 subject to tax at ordinary income tax rates.
 
 For fixed annuity payments, the taxable portion of each payment is determined
 by using a formula known as the "exclusion ratio," which establishes the
 ratio that the investment in the contract (allocated to the fixed annuity
 option) bears to the total expected amount of fixed annuity payments for the
 term of the contract. That ratio is then applied to each payment to determine
 the non-taxable portion of the payment. The remaining portion of each payment
 is taxed at ordinary income rates.
 
 For variable annuity payments, in general, the taxable portion is determined
 by a formula which establishes a specific dollar amount of each payment that
 is not taxed. The dollar amount is determined by dividing the investment in
 the contract (allocated to the variable annuity option) by the total number
 of expected periodic payments. The remaining portion of each payment is taxed
 at ordinary income rates.
 
 Once the excludable portion of annuity payments to date equals the investment
 in the contract, the balance of the annuity payments will be fully taxable.
 
 If amounts have become payable under the contract (such as where the owner
 elects to surrender an amount) and if the distribution-at-death rules do not
 apply to such amount, the amount will be treated as a partial or full
 surrender for Federal income tax purposes if applied under an annuity option
 later than 60 days after the time when the amount became payable. Thus, if
 such an amount is applied under an annuity option after the 60 day period, it
 will be treated as a partial or full surrender, even if the full amount has
 not been distributed from the contract.
 
4. WITHHOLDING AND REPORTING REQUIREMENTS
 Golden American will withhold and remit to the U.S. government a part of the
 taxable portion of each distribution made under a contract unless the
 taxpayer notifies Golden American at or before the time of the distribution
 that he or she elects not to have any amounts withheld. The withholding rates
 applicable to the taxable portion of periodic annuity payments typically 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%. Golden American also has tax reporting obligations with respect
 to distributions from the contract.
 
5. PENALTY TAX ON CERTAIN WITHDRAWALS
 With respect to amounts withdrawn or distributed before the taxpayer reaches
 age 59 1/2, a penalty tax is imposed equal to 10% of the taxable portion of
 amounts withdrawn or distributed. However, the penalty tax will not apply to
 withdrawals: (i) made on or after the death of the owner, or where the owner
 is not an individual, the death of the "primary annuitant" (i.e., the indi-
 vidual the events in whose life are of primary importance in affecting the
 timing or amount of the payout under the contract); (ii) attributable to the
 taxpayer's becoming totally disabled within the meaning of Code (S)72(m)(7);
 (iii) which are part of a series of substantially equal periodic payments
 made at least annually for the life (or life expectancy) of the taxpayer, or
 the joint lives (or joint life expectancies) of the taxpayer and his benefi-
 ciary; (iv) from a qualified plan; (v) allocable to investment in the
 contract before August 14, 1982; (vi) under a qualified funding asset (as
 defined in Code (S)130(d)); (vii) under an immediate annuity contract, or
 (viii) which are purchased by an employer on termination of certain types of
 qualified plans and which are held by the employer until the employee sepa-
 rates from service.
 
 If the penalty tax does not apply to a withdrawal as a result of the applica-
 tion of item (iii) above, and the series of payments is subsequently modified
 (other than by reason of death or disability), the tax for the year when the
 modi fication occurs will be increased by an amount (as determined by regula-
 tions) equal to the tax that would have been imposed but for item (iii)
 above, plus interest for the deferral period, if the modification takes place
 (a) before the close of the period which is within five years of the date of
 the first payment and after the taxpayer attains age 59 1/2, or (b) before
 the taxpayer reaches age 59 1/2.
 
 
                                       33
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
 In the case of systematic withdrawals, it is unclear whether such withdrawals
 will qualify for exception (iii) above.
 
TAXATION OF INDIVIDUAL RETIREMENT ANNUITIES
Code (S)408 permits individuals or their employers to contribute to an indi-
vidual retirement program known as an Individual Retirement Annuity. If the
contract is used for this purpose, the owner must be the annuitant. In addi-
tion, distributions from certain other types of qualified retirement plans may
be placed into an Individual Retirement Annuity on a tax deferred basis.
 
Individual Retirement Annuities are subject to limitations on the amount which
may be contributed and the time when distributions may commence. Tax penalties
may apply to contributions in excess of specified limits, loans or assign-
ments, distributions in excess of a specified amount annually or that do not
meet specified requirements, and in certain other circumstances.
 
Under the Internal Revenue Code, distributions from qualified retirement
plans, including Individual Retirement Annuities, Simplified Employee
Pensions, and Tax Sheltered Annuities, generally must begin not later than
April 1st of the calendar year following the calendar year in which an 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. See the
Statement of Additional Information for a discussion of the various special
rules concerning the minimum distribution requirements.
 
If all premium payments made to an Individual Retirement Annuity were deduct-
ible, all amounts distributed from the contract are included in the recipi-
ent's income when distributed. However, if nondeductible premium payments were
made to the Individual Retirement Annuity (within the limits allowed by the
tax law), a portion of each distribution from the contract typically is
included in income when it is distributed. In such a case, any amount distrib-
uted as an annuity payment or in a lump sum upon death or a full surrender is
taxed as described above in connection with such a distribution from a non-
qualified contract, treating the investment in the contract as the sum of the
non-deductible 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 surrender is partially includible in income. The includible
amount is the excess of the distribution over the exclusion amount, which in
turn equals the distribution multiplied by the ratio of the investment in the
contract to the amount held under the contract. The amount includible in
income may be subject to a 10% penalty tax if the recipient is under age 59
1/2.
 
Individual Retirement Annuities generally may not provide life insurance
coverage, but they may provide a death benefit that equals the greater of the
premiums paid and the contract 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 the 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.
 
Subject to certain direct rollover and mandatory withholding requirements
(discussed below), amounts generally may be "rolled over" from a qualified
retirement plan to an Individual Retirement Annuity (or from an Individual
Retirement Annuity or individual retirement account to an Individual Retire-
ment Annuity) without incurring tax if certain conditions are met. Only
certain types of distributions from qualified retirement plans or Individual
Retirement Annuities may be rolled over.
 
In the case of annuity contracts used in connection with a pension, profit-
sharing, or annuity plan qualified under Code (S)401(a) or 403(a), or in the
case of a Code (S)403(b) "Tax Sheltered Annuity," any "eligible rollover
distribution" from the contract will be subject to direct rollover and manda-
tory withholding requirements. An eligible rollover distribution generally is
any taxable distribution from a qualified pension plan under Code (S)401(a),
qualified annuity plan under Code (S)403(a), or Code (S)403(b) Tax Sheltered
Annuity or custodial account, excluding certain amounts (such as minimum
distributions required under Code (S)401(a)(9) and distributions which are
part of a "se ries of substantially equal periodic payments" made for life or
a specified period of 10 years or more. Under these requirements, withholding
at a rate of 20 percent will be imposed on any eligible rollover distribution.
In addition, the participant in these qualified retirement plans cannot elect
out of withholding with respect to an eligible rollover distribution. However,
this 20 percent withholding will not apply if, instead of receiving
 
                                      34
<PAGE>
 
 FEDERAL TAX CONSIDERATIONS (CONTINUED)
 
the eligible rollover distribution, the participant elects to have amounts
directly transferred to certain qualified retirement plans (such as to this
contract when issued as an Individual Retirement Annuity). It is important that
you consult your tax advisor before purchasing an Individual Retirement Annu-
ity.
 
 ADDITIONAL CONSIDERATIONS
 
DISTRIBUTION-AT-DEATH RULES
In order to be treated as an annuity contract for Federal tax purposes, a non-
qualified contract must provide the following two distribution rules: (a) if
any holder dies on or after the annuity commencement date, and before the
entire interest in the contract has been distributed, the remainder of his or
her interest will be distributed at least as quickly as under the method of
distribution in effect on the holder's death; and (b) if the holder dies before
the annuity commencement date, his or her entire interest in the contract must
generally be distributed within five years after the date of death, or to the
extent such interest is payable to a designated beneficiary, such interest must
be distributed over the life of that designated beneficiary or over a period
not extending beyond the life expectancy of that beneficiary, so long as the
distributions begin within one year after the date of death. If the beneficiary
is the surviving spouse of the holder, the contract (together with the deferral
of tax on the accrued and future income thereunder) may be continued in the
name of the spouse. Before the annuity commencement date, the holder will
generally be the owner, and after the annuity commencement date, the holder
generally may be the annuitant and the owner.
 
Where the holder is not an individual, solely for the purpose of the distribu-
tion at death rules, the primary annuitant is considered the holder. The
primary annuitant is the individual the events in the life of whom are of
primary importance in affecting the timing or amount of payment under a
contract. Finally, in the case of joint holders, the
distribution will be required at the death of the first of the holders to die.
 
TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from a non-qualified contract because of the death
of an owner or annui tant. Generally, such amounts are includible in the income
of the recipient as follows: (a) if distributed in a lump sum, they are taxed
in the same manner as a full surrender of the contract, as described above, or
(b) if distributed under an annuity option, they are taxed in the same manner
as annuity payments, as described above.
 
TRANSFER OF ANNUITY CONTRACTS
Transfers of non-qualified annuity contracts for less than the full and
adequate consideration will trigger tax on the gain in the contract, at the
time of such transfer, with the transferee getting a step-up in basis for the
amount included in the owner's income. Such a transfer could result on the
annuity commencement date if the annuitant is not the owner or the owner's
spouse. This provision does not apply to transfers between spouses or incident
to a divorce.
 
(S)1035 EXCHANGES
Code (S)1035 provides that no gain or loss shall be recognized on the exchange
of an annuity contract for another. If the exchanged contract was issued prior
to August 14, 1982, the tax rules which formerly provided that the surrender
was taxable only to the extent the amount received exceeds the owner's invest-
ment in the contract, will continue to apply to the new contract. In contrast,
contracts issued on or after January 19, 1985, in a Code (S)1035 exchange are
treated as new contracts for purposes of the penalty tax and distribution-at-
death rules. Special rules and procedures apply to Code (S)1035 transactions.
Prospective owners wishing to take advantage of Code (S)1035 should consult
their tax advisors.
 
ASSIGNMENTS
A transfer of ownership, a collateral assignment, or the designation of an
annuitant or other beneficiary who is not also the owner may result in tax
consequences to the owner, annuitant or beneficiary that are not discussed
herein. An owner contemplating such a transfer or assignment of a contract
should contact a competent tax advisor with respect to the potential tax
effects of such a transaction.
 
MULTIPLE CONTRACTS RULE
For purposes of determining the amount of any distribution under Code (S)72(e)
(amounts not received as annuities) that is includible in gross income, all
non-qualified deferred annuity contracts issued by the same (or affiliate)
insurer to the same owner during any calendar year are to be aggregated and
treated as one contract. Thus, any amount received under any such contract
prior to the contract's annuity starting date (as defined in the tax law), such
as a partial surren-
 
                                       35
<PAGE>
 
 ADDITIONAL CONSIDERATIONS (CONTINUED)
 
der, dividend, or loan, will be taxable (and possibly subject to the 10%
penalty tax) to the extent of the combined income in all such contracts. The
Treasury Department has specific authority to issue regulations that prevent
the avoidance of (S)72(e) through the serial purchase of annuity contracts or
otherwise. In addition, there may be other situations in which the Treasury
Department may conclude that it would be appropriate to aggregate two or more
contracts purchased by the same owner. Accordingly, an owner should consult a
competent tax advisor before purchasing more than one annuity contract.
 
                                       36
<PAGE>
 
================================================================================
                      STATEMENT OF ADDITIONAL INFORMATION
================================================================================
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
ITEM                                                                        PAGE
<S>                                                                         <C>
INTRODUCTION...............................................................    1
Description of Golden American Life Insurance Company......................    1
Safekeeping of Assets......................................................    1
The Administrator..........................................................    1
Independent Auditors.......................................................    2
Distribution of Contracts..................................................    2
   
    
Performance Information....................................................    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
Financial Statements of Golden American Life Insurance Company.............   10
Appendix -- Description of Bond Ratings
</TABLE>
 
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT
OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS (CON-
TRACT FORMS WC-GAL-DVA-11/88 AND WC-GAL-GDA-9/88). ADDRESS THE FORM TO OUR
CUSTOMER SERVICE CENTER, P.O. BOX 8794,WILMINGTON, DE 19899- 8794.
 
================================================================================
 
 ................................................................................
 
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
          ------------------------------------------------------------
   
(6.0% 5/97 DVA100)     
 
 ................................................................................
 
                                       37
<PAGE>
 
 
 
 
                 (This page has been left blank intentionally.)
 
 
 
 
                                       38
<PAGE>
 
 
 
 
                 (This page has been left blank intentionally.)
 
 
 
 
                                       39
<PAGE>


 
 
 
 
 
 
                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
                       Golden American Life Insurance Company is a stock
                       company domiciled in Wilmington, Delaware
   
IN 3207 5/97     
<PAGE>
                                     

                                  PART B


<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                GOLDENSELECT DVA


                          DEFERRED COMBINATION VARIABLE
                           AND FIXED ANNUITY CONTRACT

                                    issued by

                        SEPARATE ACCOUNT B ("Account B")



                                       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: May 1, 1997
    



<PAGE>


                                TABLE OF CONTENTS
 
 
 ITEM                                                                       PAGE
 ----                                                                       ----
 
Introuction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1


Description of Golden American Life Insurance Company. . . . . . . . . . . .  1
Safekeeping of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
The Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Distribution of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . .  2
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
IRA Partial Withdrawal Option. . . . . . . . . . . . . . . . . . . . . . . .  6
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Financial Statements of Separate Account B . . . . . . . . . . . . . . . . .  7
Financial Statements of The Managed Global Account of Separate Account D . .  7
Financial Statements of Golden American Life Insurance Company . . . . . . .  7
Appendix - Description of Bond Ratings

<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").  As of December 31,
1996, Golden American had approximately $140.5 million in stockholders' 
equity and approximately $1.7 billion in total assets, including 
approximately $1.2 billion of separate account assets.  On August 13, 1996, 
Equitable of Iowa Companies acquired all of the interest in Golden American
and Directed Services, Inc. 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 will write variable life and annuity 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) has 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 in 1996, 1995 and 1994 were $464,734, $749,741 and
$816,264, respectively. 

Prior to 1994, Golden American had arranged with BT Variable, Inc. ("BT
Variable"), an affiliate, to perform services related to the development
and administration of its products.  For the year 1993 and the period 
from September 30, 1992 to December 31, 1992, fees earned by BT Variable
from Golden American for these services  aggregated $2,701,000 and $209,000,
respectively.  The agreement was terminated as of January 1, 1994.  

In addition, BT Variable provided to Golden American certain of its 
personnel to perform management, administrative and clerical services 
and the use of certain of its facilities.  BT Variable charged Golden
American 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 BT Variable's
employees on behalf of Golden American. For the year 1993 and the period
from September 30, 1992 to December 31, 1992, BT Variable allocated to 
Golden American $1,503,000 and $450,000, respectively. The agreement was
terminated on January 1, 1994. 
    

                                        1
<PAGE>


                              INDEPENDENT AUDITORS

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

                            DISTRIBUTION OF CONTRACTS

     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
$311,000 for such services.  The agreement was terminated as of January 1, 1994.

   
     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, 1994, are
sold primarily through two broker/dealer institutions.  For the years ended
1996, 1995 and 1994, commissions paid by Golden American to DSI aggregated
$27,065,000, $8,440,000 and $17,569,000, respectively.  

     Golden American provided to DSI certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities.  Golden American charged DSI for such expenses and all other general
and administrative costs, first on the basis of direct charges when
identifiable, and the remainder allocated based on the estimated amount of time
spent by Golden American's employees on behalf of DSI.  In the opinion of
management, this method of cost allocation is reasonable.  For the years ended
December 31, 1994 and 1993, expenses allocated to DSI were $1,983,000 and
$2,013,000, respectively. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American.  This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $2,267,000 and $986,650 for 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 parentheses.  Performance information for measures other
than total return do not reflect sales load which can have a maximum level of
6.% of premium, and any applicable premium tax that can range from 0% to 3.5%.


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:  


                                        2

<PAGE>



                                                       365/7
            Effective Yield = [(Base Period Return) +1)     ] - 1
   
   
     For the 7-day period March 24, 1997 to March 31, 1997, the current
yield of the Liquid Asset Division was 3.90% and the effective yield of the 
Division was 3.98%.
    

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:

                                 6
          YIELD = 2 [ ( a - b +1) - 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 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:

                n
          P(1+T) =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)

     All total return figures reflect the deduction of the maximum sales load,
the administrative charges, and the mortality and expense risk charges.  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 division) 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.


                                        3

<PAGE>

   
AVERAGE ANNUALIZED TOTAL RETURN FOR PERIODS ENDING 12/31/96 -- STANDARDIZED
<TABLE>
<CAPTION>
                                                                      
                         One Year Period   Five Year Period      Inception to
Division                 Ending 12/31/96   Ending  12/31/96        12/31/96         Inception Date
- --------                 ---------------   ----------------      ------------       --------------
<S>                      <C>               <C>                   <C>                <C>
Multiple Allocation           1.60%              5.43%*              7.20%*             1/24/89
Fully Managed                 9.13%              6.03%*              6.80%*             1/24/89
Capital Appreciation         12.98%                 N/A             11.68%*              5/4/92
Rising Dividends             13.36%                 N/A             13.71%              10/4/93
All-Growth                   -7.64%              0.09%*              3.68%*             1/24/89
Real Estate                  27.87%             15.34%*              9.39%*             1/24/89
Natural Resources            25.83%             13.16%*              8.48%*             1/24/89
Value Equity                  3.44%                 N/A             18.12%               1/1/95
Strategic Equity             12.12%                 N/A              9.62%              10/2/95
Small Cap                       N/A                 N/A             12.83%               1/2/96
Emerging Markets              0.13%                 N/A             -2.38%              10/4/93
Managed Global **             5.12%                 N/A              0.21%*            10/21/92
Limited Maturity Bond        -2.80%              2.85%*              5.05%*             1/24/89
Liquid Asset                 -2.15%              1.72%*              3.36%*             1/24/89
OTC                          13.39%*                N/A             20.11%*             10/7/94
Research                     16.03%                 N/A             20.78%*             10/7/94
Total Return                  6.47%                 N/A             11.89%*             10/7/94
Growth & Income                 N/A                 N/A             19.16%*              4/1/96
Value + Growth                  N/A                 N/A              8.41%*              4/1/96
- -----------------------------------------------------------------------------------------------
</TABLE>
    

*  Total return calculation reflects partial waiver of fees and expenses.
** From it 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.  Historical performance for the Managed Global Division remains
   unchanged by the reorganization.


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:
                 n
          [P(1+T) ]=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 PERIODS ENDING 12/31/96  -- NON-STANDARDIZED

   
<TABLE>
<CAPTION>

                         One Year Period   Five Year Period      Inception to
Division                 Ending 12/31/96    Ending 12/31/96       12/31/96          Inception Date
- --------                 ---------------   ----------------      ------------       --------------
<S>                      <C>               <C>                   <C>                <C>
Multiple Allocation           7.67%              6.59%*              7.91%*             1/24/89
Fully Managed                15.20%              7.19%*              7.56%*             1/24/89
Capital Appreciation         19.05%                 N/A             12.93%*              5/4/92
Rising Dividends             19.43%                 N/A             15.32%              10/4/93
All-Growth                   -1.57%              1.40%*              4.43%*             1/24/89
Real Estate                  33.94%             16.31%*             10.25%*             1/24/89
Natural Resources            31.90%             14.21%*              9.30%*             1/24/89
Value Equity                  9.51%                 N/A             21.03%               1/1/95
Strategic Equity             18.19%                 N/A             14.26%              10/2/95
Small Cap                       N/A                 N/A             18.90%               1/2/96
Emerging Markets              6.20%                 N/A             -0.46%              10/4/93
Managed Global **             11.19                 N/A              1.71%*            10/21/92
Limited Maturity Bond         3.27%              4.04%*              5.75%*             1/24/89
Liquid Asset                  3.92%              2.94%*              4.11%*             1/24/89
OTC                          19.46%*                N/A             22.91%*             10/7/94
Research                     22.10%                 N/A             23.62%*             10/7/94
Total Return                 12.54%                 N/A             14.86%*             10/7/94
Growth & Income                 N/A                 N/A             25.23%*              4/1/96
Value + Growth                  N/A                 N/A             14.49%*              4/1/96
- -----------------------------------------------------------------------------------------------
</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.  Historical performance for the Managed Global Division
   remains unchanged by the reorganization.


                                        4
<PAGE>

     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, 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+ rating means, in the opinion of A.M. Best, that the insurer has demon-
strated 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):


                                        5
<PAGE>

ILLUSTRATION OF CALCULATION OF IIE 

     EXAMPLE 1.

     1. IIE, beginning of period . . . . . . . . . . . . . . . . . . $1.80000000
     2. Value of securities, beginning of period . . . . . . . . . . . . .$21.20
     3. Change in value of securities. . . . . . . . . . . . . . . . . . . .$.50
     4. Gross investment return (3) divided by (2) . . . . . . . . . . .02358491
     5. Less daily mortality and expense charge. . . . . . . . . . . . .00002477
     6. Less asset based administrative charge . . . . . . . . . . . . .00000276
     7. Net investment return (4) minus (5) minus (6). . . . . . . . . .02355738
     8. Net investment factor (1.000000) plus (7). . . . . . . . . . .1.02355738
     9. IIE, end of period (1) multiplied by (8) . . . . . . . . . . $1.84240328

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

     1. Initial Premium Payment. . . . . . . . . . . . . . . . . . . . . $100.00
     2. IIE on effective date of purchase (see Example 1)  . . . . . .$1.8000000
     3. Number of Units purchased [(1) divided by (2)] . . . . . . . . .55.55556
     4. IIE for valuation date following purchase (see Example 1). . $1.84240328
     5. Accumulation Value in account for valuation date 
         following purchase [(3) multiplied by (4)]. . . . . . . . . . . $102.36


                          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.


                                        6
<PAGE>

                                OTHER INFORMATION

     Registration statements have been filed with the Securities and Exchange
Commission 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 Securities and Exchange
Commission.

FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

  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
               Statement of Operations for the Year ended December 31, 1996
               Statements of Changes in Net Assets for the Years Ended 
                    December 31, 1996 and 1995 
          Notes to Financial Statements

FINANCIAL STATEMENTS OF THE MANAGED GLOBAL ACCOUNT OF SEPARATE ACCOUNT D

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

   
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

The audited financial statements of Golden American Life Insurance Company
listed below are prepared in accordance with generally accepted accounting
principles ("GAAP") and appear in the Annual Report of the Golden American
Life Insurance Company which was filed with the SEC and are included in
this Statement of Additional Information.

     Report of Independent Auditors
     Audited Financial Statements -- GAAP
        Consolidated Balance Sheets -- Post-Acquisition as of December 31,
             1996 and Pre-Acquisition as of December 31, 1995
        Consolidated Statements of Income -- Post-Acquisition for the period
             August 14, 1996 through December 31, 1996 and Pre-Acquisition 
             for the period January 1, 1996 through August 13, 1996 and for 
             the years ended December 31, 1995 and 1994
        Consolidated Statements of Changes in Stockholder's Equity -- Post-
             Acquisition for the period August 14, 1996 through December 31,
             1996 and Pre-Acquisition for the period January 1, 1996 through
             August 13, 1996 and for the years ended December 31, 1995 and 
             1994
        Consolidated Statements of Cash Flows -- Post-Acquisition for the
             period August 14, 1996 through December 31, 1996 and Pre-
             Acquisition for the period January 1, 1996 through August 13,
             1996 and for the years ended December 31, 1995 and 1994
     Notes to Consolidated Financial Statements -- December 31, 1996



<PAGE>

                                             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)


<TABLE>
<CAPTION>

                                                 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>










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>

                                               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>








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
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Liquid
                                                                      Asset
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1995                                         $45,366

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                         $71,573

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                         $32,746

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $70,621

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>
























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>
NET ASSETS AT JANUARY 1, 1995                                         $36,934

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $98,837

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>























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>
NET ASSETS AT JANUARY 1, 1995                                        $297,508

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $88,346

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $50,385

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $59,746

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                          $2,752

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
(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>





















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
(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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>





















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
                                                                     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>




















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>
NET ASSETS AT JANUARY 1, 1995                                        $854,814

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:

<TABLE>
<CAPTION>

                                                                   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
 
<TABLE>
<CAPTION>

 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



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.

                                                   s/Ernst & Young LLP


Des Moines, Iowa
February 11, 1997


















                        
                        
                        
                        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 depreciaition 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
                                        =================== |  =================
</TABLE>














See accompanying notes.

                   CONSOLIDATED BALANCE SHEETS - CONTINUED
                (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                         POST-ACQUISITION   |   PRE-ACQUISITION
                                        ___________________ |  _________________
                                         December 31, 1996  |  December 31, 1995
                                        ___________________ |  _________________
<S>                                             <C>         |        <C>
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
                                        ___________________ |  _________________
                                                 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.

                       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
                                                     through |         through
                                           December 31, 1996 | August 13, 1996
                                           __________________| ________________
                                                             |
<S>                                                  <C>     |         <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |  
  product charges                                     $8,768 |         $12,259
 Management fee revenue                                  877 |           1,390
 Net investment income                                 5,795 |           4,990
 Realized gains (losses) on investments                   42 |            (420)
 Other income                                            486 |              70
                                           __________________| ________________
                                                      15,968 |          18,289
                                                             |
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life benefits:               |
  Interest credited to account balances                5,741 |           4,355
  Benefit claims incurred in excess of                       |
   account balances                                    1,262 |             915
 Underwriting, acquisition and insurance                     |
  expenses:                                                  |
   Commissions                                         9,866 |          16,549
   General expenses                                    5,906 |           9,422
   Insurance taxes                                       672 |           1,225
   Policy acquisition costs deferred                 (11,712)|         (19,300)
   Amortization:                                             |
    Deferred policy acquisition costs                    244 |           2,436
    Present value of in force acquired                 2,745 |             951
    Goodwill                                             589 |              --
                                           __________________| ________________
                                                      15,313 |          16,553
                                                             |
Interest expense                                          85 |              --
                                           __________________| ________________
                                                      15,398 |          16,553
                                           __________________| ________________
                                                         570 |           1,736
                                                             |
Income taxes                                             220 |          (1,463)
                                           __________________| ________________
                                                             |
Net income                                              $350 |          $3,199
                                           ==================| ================
</TABLE>




See accompanying notes.

                  CONSOLIDATED STATEMENTS OF INCOME - CONTINUED
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                       PRE-ACQUISITION
                                           ____________________________________
                                                     For the          For the 
                                                  year ended        year ended
                                                December 31,      December 31,
                                                        1995              1994
                                           ____________________________________

<S>                                                  <C>               <C>
Revenues:
 Annuity and interest sensitive life        
  product charges                                    $18,388           $17,519
 Management fee revenue                                  987                --
 Net investment income                                 2,818               560
 Realized gains (losses) on investments                  297                65
 Other income                                             63                --
                                           __________________  ________________
                                                      22,553            18,144


Insurance benefits and expenses:
 Annuity and interest sensitive life benefits:
  Interest credited to account balances                1,322                40
  Benefit claims incurred in excess of
   account balances                                    1,824                (5)
 Underwriting, acquisition and insurance
  expenses:
   Commissions                                         7,983            16,978
   General expenses                                   12,650            12,921
   Insurance taxes                                       952               373
   Policy acquisition costs deferred                  (9,804)          (23,119)
   Amortization:
    Deferred policy acquisition costs                  2,710             4,608
    Present value of in force acquired                 1,552             2,164
    Goodwill                                              --                --
                                           __________________  ________________
                                                      19,189            13,960

Interest expense                                          --             1,962
                                           __________________  ________________
                                                      19,189            15,922
                                           __________________  ________________
                                                       3,364             2,222

Income taxes                                              --                --
                                           __________________  ________________
Net income                                            $3,364            $2,222
                                           ==================  ================
</TABLE>





See accompanying notes.
          
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                PRE-ACQUISITION
                      __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                           Addi-         of               Total
                              Redeemable  tional  Securities Retained    Stock-
                      Common  Preferred  Paid-In         at  Earnings  holder's
                       Stock     Stock   Capital  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 deprecia-
  tion 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 apprecia-
  tion 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 deprecia-
  tion 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
                      ==========================================================
</TABLE>

See accompanying notes.

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - CONTINUED
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                               POST-ACQUISITION
                      __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                           Addi-         of               Total
                              Redeemable  tional  Securities Retained    Stock-
                      Common  Preferred  Paid-In         at  Earnings  holder's
                       Stock     Stock   Capital  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 period
  August 14, 1996 to
  December 31, 1996       --        --        --         --      $350       350
 Unrealized apprecia-
  tion of securities
  at fair value           --        --        --       $262        --       262
                      __________________________________________________________
Balance at
 December 31, 1996    $2,500    $   --  $137,372       $262      $350  $140,484
                      ==========================================================
</TABLE>























See accompanying notes.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                        POST-ACQUISITION  |   PRE-ACQUISITION
                                       ___________________| ___________________
                                           For the period |     For the period
                                          August 14, 1996 |    January 1, 1996
                                                  through |            through
                                        December 31, 1996 |    August 13, 1996
                                       ___________________| ___________________
                                                          |
<S>                                               <C>     |            <C>
OPERATING ACTIVITIES                                      |
Net income                                           $350 |             $3,199
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
  Change in unearned revenues                       2,063 |              2,084
 Increase in accrued investment income               (877)|             (2,494)
 Policy acquisition costs deferred                (11,712)|            (19,300)
 Amortization of deferred policy                          |
  acquisition costs                                   244 |              2,436
 Amortization of present value of in                      |
  force acquired                                    2,745 |                951
 Change in other assets, other                            |
  liabilities and accrued income taxes                (96)|              4,672
 Provision for depreciation and                           |
  amortization                                      1,242 |                703
 Provision for deferred income taxes                  220 |             (1,463)
 Realized (gains) losses on investments               (42)|                420
                                       ___________________| ___________________
Net cash provided by (used in)                            |
 operating activities                                (757)|             (4,320)
                                                          |
                                                          |
INVESTING ACTIVITIES                                      |
Sale, maturity or repayment of                            |
 investments:                                             |
 Fixed maturities - available for sale             47,453 |             55,091
 Fixed maturities - held for investment                -- |                 --
 Equity securities                                     -- |                 --
 Mortgage loans on real estate                         40 |                 --
 Short-term investments - net                       2,629 |                354
                                       ___________________| ___________________
                                                   50,122 |             55,445


</TABLE>





See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                           POST-ACQUISITION |  PRE-ACQUISITION
                                          __________________| _________________
                                             For the period |   For the period
                                            August 14, 1996 |  January 1, 1996
                                                    through |          through
                                          December 31, 1996 |  August 13, 1996
                                          __________________| _________________
                                                            |
<S>                                               <C>       |        <C>
INVESTING ACTIVITIES - CONTINUED                            |
Acquisition of investments:                                 |
 Fixed maturities - available for sale            ($147,170)|        ($184,589)
 Fixed maturities - held for investment                  -- |               --
 Equity securities                                       (5)|               --
 Mortgage loans on real estate                      (31,499)|               --
 Policy loans - net                                    (637)|           (1,977)
 Short-term investments - net                            -- |               --
                                          __________________| _________________
                                                   (179,311)|         (186,566)
 Funds held in escrow pursuant to                           |
  an Exchange Agreement                                  -- |               --
 Purchase of property and equipment                    (137)|               --
                                          __________________| _________________
Net cash used in investing activities              (129,326)|         (131,121)
                                                            |
FINANCING ACTIVITIES                                        |
Retirement of short-term debt                            -- |               --
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
Return of policyholder account balances                     |
 on annuity and interest sensitive                          |
 life policies                                       (3,315)|           (2,695)
Net reallocations (to) from Separate                        |
 Accounts                                           (10,237)|           (8,286)
Contributions of capital by parent                       -- |               --
Issuance of preferred stock                              -- |               --
Dividends paid on preferred stock                        -- |             (719)
                                          __________________| _________________
Net cash provided by financing                              |
 activities                                         128,267 |          138,050
                                          __________________| _________________
Increase (decrease) in cash and                             |
 cash equivalents                                    (1,816)|            2,609
                                                            |
Cash and cash equivalents at                                |
 beginning of period                                  7,655 |            5,046
                                          __________________| _________________
Cash and cash equivalents at end                            |
 of period                                           $5,839 |           $7,655
                                          ==================| =================
</TABLE>

See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        PRE-ACQUISITION
                                              ________________________________
                                                    For the          For the 
                                                 year ended        year ended
                                               December 31,      December 31,
                                                       1995              1994
                                              ________________________________

<S>                                                  <C>              <C>
OPERATING ACTIVITIES
Net income                                           $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                    4,664            (1,370)
  Change in unearned revenues                         4,949             1,594
 Increase in accrued investment income                 (676)              (24)
 Policy acquisition costs deferred                   (9,804)          (23,119)
 Amortization of deferred policy
  acquisition costs                                   2,710             4,608
 Amortization of present value of in
  force acquired                                      1,552             2,164
 Change in other assets, other
  liabilities and accrued income taxes                4,686            (4,543)
 Provision for depreciation and
  amortization                                         (142)               13
 Provision for deferred income taxes                     --                --
 Realized (gains) losses on investments                (297)              (65)
                                              ______________    ______________
Net cash provided by (used in)
 operating activities                                11,006           (18,520)


INVESTING ACTIVITIES
Sale, maturity or repayment of
 investments:
 Fixed maturities - available for sale               24,026                --
 Fixed maturities - held for investment                  --               321
 Equity securities                                       --               313
 Mortgage loans on real estate                           --                --
 Short-term investments - net                            --             1,299
                                              ______________    ______________
                                                     24,026             1,933


</TABLE>





See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        PRE-ACQUISITION
                                               ________________________________
                                                     For the          For the 
                                                  year ended        year ended
                                                December 31,      December 31,
                                                        1995              1994
                                               ________________________________

<S>                                                 <C>                <C>
INVESTING ACTIVITIES - CONTINUED
Acquisition of investments:
 Fixed maturities - available for sale              ($61,723)               --
 Fixed maturities - held for investment                   --             ($857)
 Equity securities                                       (10)               (7)
 Mortgage loans on real estate                            --                --
 Policy loans - net                                   (1,508)             (369)
 Short-term investments - net                         (1,681)               --
                                               ______________    ______________
                                                     (64,922)           (1,233)
 Funds held in escrow pursuant to
  an Exchange Agreement                               (1,242)           (1,382)
 Purchase of property and equipment                       --                --
                                               ______________    ______________
Net cash used in investing activities                (42,138)             (682)

FINANCING ACTIVITIES
Retirement of short-term debt                             --           (40,000)
Proceeds from issuance of surplus note                    --                --
Receipts from annuity and interest
 sensitive life policies credited
 to policyholder account balances                     29,501                --
Return of policyholder account balances
 on annuity and interest sensitive
 life policies                                        (1,543)               --
Net reallocations (to) from Separate
 Accounts                                                 --                --
Contributions of capital by parent                     7,944             8,750
Issuance of preferred stock                               --            50,000
Dividends paid on preferred stock                     (3,348)               --
                                               ______________    ______________
Net cash provided by financing
 activities                                           32,554            18,750
                                               ______________    ______________
Increase (decrease) in cash and
 cash equivalents                                      1,422              (452)

Cash and cash equivalents at
 beginning of period                                   3,624             4,076
                                               ______________    ______________
Cash and cash equivalents at end
 of period                                            $5,046            $3,624
                                               ==============    ==============
</TABLE>

See accompanying notes.

                  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.

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").  See Note 5 for additional information.

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.

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 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 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:
<TABLE>
<CAPTION>

                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,       For the        For the
                        1996 through| 1996 through   year ended     year ended
                        December 31,|  August 13,   December 31,   December 31,
                               1996 |        1996          1995           1994
                        ____________| _________________________________________
                              (Dollars in thousands)
<S>                          <C>    |      <C>           <C>              <C>
Fixed maturities             $5,083 |      $4,507        $1,610           $142
Equity securities               103 |          --            --              1
Mortgage loans on real              |
 estate                         203 |          --            --             --
Policy loans                     78 |          73            56             11
Short-term investments          441 |         341           899            226
Other, net                        2 |          22           148             99
Funds held in escrow             -- |         145           166             83
                        ____________| _________________________________________
Gross investment income       5,910 |       5,088         2,879            562
Less investment expenses       (115)|         (98)          (61)            (2)
                        ____________| _________________________________________
Net investment income        $5,795 |      $4,990        $2,818           $560
                        ============| =========================================
</TABLE>

























Realized gains (losses) are as follows:
<TABLE>
<CAPTION>
                                        REALIZED*
                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through   Year ended     Year ended
                        December 31,|  August 13,   December 31,   December 31,
                               1996 |        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
                        =======================================================
<FN>
*See Note 6 for the income tax effects attributable to realized gains and 
 losses on investments.
</TABLE>

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

<TABLE>
<CAPTION>
                                        UNREALIZED
                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through   Year ended     Year ended
                        December 31,|  August 13,   December 31,   December 31,
                             1996** |        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)
                        =======================================================
<FN>
**On August 13, 1996, all fixed maturities and equity securities in the 
  Company's investment portfolio were marked to market.
</TABLE>
At December 31, 1996 and December 31, 1995, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturity securities, all of
which are designated as available for sale, are as follows:

<TABLE>
<CAPTION>
                                               POST-ACQUISITION
                               _______________________________________________
                                                Gross       Gross   Estimated
                                Amortized  Unrealized  Unrealized        Fair
December 31, 1996                    Cost       Gains      Losses       Value
______________________________________________________________________________
                                             (Dollars in thousands)
<S>                              <C>           <C>          <C>      <C>
U.S. government and
 governmental agencies
 and authorities:
  Mortgage-backed securities      $70,902        $122       ($247)    $70,777
  Other                             3,082           2          (4)      3,080
Public utilities                   35,893         193         (38)     36,048
Investment grade corporate        134,487         586        (466)    134,607
Below investment grade
 corporate                         25,921         249         (56)     26,114
Mortgage-backed securities          4,868          69          --       4,937
                               ___________ ___________ ___________ ___________
Total                            $275,153      $1,221       ($811)   $275,563
                               =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
                                               PRE-ACQUISITION
                               _______________________________________________
                                                Gross       Gross   Estimated
                                Amortized  Unrealized  Unrealized        Fair
December 31, 1995                    Cost       Gains      Losses       Value
______________________________________________________________________________
                                             (Dollars in thousands)
<S>                               <C>            <C>         <C>      <C>
U.S. government and
 governmental agencies
 and authorities - Other          $13,334        $176                 $13,510
Public utilities                    5,276          26                   5,302
Investment grade corporate         27,042         700        ($31)     27,711
Mortgage-backed securities          3,019          87          --       3,106
                               ___________ ___________ ___________ ___________
Total                             $48,671        $989        ($31)    $49,629
                               =========== =========== =========== ===========
</TABLE>

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




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

<TABLE>
<CAPTION>
                                                        POST-ACQUISITION
                                                _____________________________
                                                                   Estimated
                                                   Amortized            Fair
December 31, 1996                                       Cost           Value
_____________________________________________________________________________
                                                    (Dollars in thousands)
<S>                                                 <C>             <C>
Due within one year                                  $15,908         $15,930
Due after one year through five years                122,958         123,487
Due after five years through ten years                60,517          60,432
                                                _____________   _____________
                                                     199,383         199,849
Mortgage-backed securities                            75,770          75,714
                                                _____________   _____________
Total                                               $275,153        $275,563
                                                =============   =============
</TABLE>


































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

<TABLE>
<CAPTION>
                                            Gross         Gross      Proceeds
                          Amortized      Realized      Realized          from
                               Cost         Gains        Losses          Sale
______________________________________________________________________________
                                           (Dollars in thousands)
<S>                         <C>              <C>         <C>          <C>
For the period August 14,
 1996 through 
 December 31, 1996:
Scheduled principal
 repayments, calls and
 tenders                     $1,612                                    $1,612
Sales                        45,799          $115          ($73)       45,841
                        ______________________________________________________
Total                       $47,411          $115          ($73)      $47,453
                        ======================================================
For the period January 1,
 1996 through August 13,
 1996:
Scheduled principal
 repayments, calls and 
 tenders                     $1,801                                    $1,801
Sales                        53,710          $152         ($572)       53,290
                        ______________________________________________________
Total                       $55,511          $152         ($572)      $55,091
                        ======================================================
Year ended December 31,
 1995:
Scheduled principal
 repayments, calls and 
 tenders                    $20,279          $305          ($16)      $20,568
Sales                         3,450             8            --         3,458
                        ______________________________________________________
Total                       $23,729          $313          ($16)      $24,026
                        ======================================================
Year ended December 31,
 1994:
Scheduled principal
 repayments, tenders
 (available for sale only)
 and calls - held for
 investment                    $319            $2        $   --          $321
                        ______________________________________________________
Total                          $319            $2        $   --          $321
                        ======================================================
</TABLE>

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

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

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

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

4.  FAIR VALUES OF FINANCIAL INSTRUMENTS
________________________________________________________________________________

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

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

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

<TABLE>
<CAPTION>

December 31                                                    1996
_______________________________________________________________________________
(Dollars in thousands)
                                                                    Estimated
                                                       Carrying          Fair
                                                          Value         Value
                                                    ____________  ____________
<S>                                                  <C>           <C>
ASSETS
Balance sheet financial assets:
 Fixed maturities available for sale                   $275,563      $275,563
 Equity securities                                           33            33
 Mortgage loans on real estate                           31,459        30,979
 Short-term investments                                  12,631        12,631
 Cash and cash equivalents                                5,839         5,839
 Other receivables                                        4,214         4,214
 Separate account assets                              1,207,247     1,207,247
                                                    ___________________________
                                                      1,536,986     1,536,506

Deferred policy acquisition costs                        11,468            --
Present value of in force acquired                       83,051            --
Goodwill                                                 38,665            --
Deferred income taxes on fair value adjustments              --         7,741
Non-financial assets                                      3,095         3,095
                                                    ___________________________
Total assets                                         $1,673,265    $1,547,342
                                                    ===========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Balance sheet financial liabilities:
  Future policy benefits (net of related policy 
   loans):
   Annuity products                                    $280,076      $253,012
   Interest sensitive life products                       2,640         2,368
                                                    ___________________________
                                                        282,716       255,380
 Surplus note                                            25,000        28,878
 Separate account liabilities                         1,207,247     1,119,158
                                                    ___________________________
                                                      1,514,963     1,403,416
Non-financial liabilities                                17,818        17,818
                                                    ___________________________
Total liabilities                                     1,532,781     1,421,234
Stockholder's equity                                    140,484       126,108
                                                    ___________________________
Total liabilities and stockholder's equity           $1,673,265    $1,547,342
                                                    ===========================
</TABLE>






The following methods and assumptions were used by the Company in estimating
fair values.
  Fixed maturities:  Estimated fair values of publicly traded securities are
as reported by an independent pricing service. Estimated fair values of
conventional mortgage-backed securities not actively traded in a liquid market
are estimated using a third party pricing system.  This pricing system uses a 
matrix calculation assuming a spread over U.S. Treasury bonds based upon the 
expected average lives of the securities.
  Equity securities:  Estimated fair values of equity securities, which consist
of the Company's investment in the portfolios underlying its separate accounts,
are based upon the quoted fair value of the individual securities comprising 
the individual portfolios underlying the separate accounts.  For equity 
securities not actively traded, estimated fair values are based upon values of
issues of comparable yield and quality.  
  Mortgage loans on real estate:  Fair values are estimated by discounting
expected cash flows, using interest rates currently offered for similar loans.
  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
________________________________________________________________________________

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

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

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


<TABLE>
<CAPTION>

Year ended December 31,                 1996                  1995
___________________________________________________________________
(Dollars in thousands)                     (Unaudited)
<S>                                  <C>                   <C>
Revenues                             $35,955               $25,149
Net income                               799                 1,093

</TABLE>

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

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

An analysis of the PVIF asset is as follows:

<TABLE>
<CAPTION>
                                    POST-
                                 ACQUISITION               PRE-ACQUISITION
                                 _______________________________________________
                                     For the |    For the
                                      period |     period
                                      August |    January
                                    14, 1996 |    1, 1996       Year       Year
                                     through |    through      ended      ended
                                    December |     August   December   December
                                    31, 1996 |   13, 1996   31, 1995   31, 1994
                                 ____________| _________________________________
                                           (Dollars in thousands)
<S>                                  <C>     |     <C>        <C>        <C>
Beginning balance                    $85,796 |     $6,057     $7,620     $9,784
Imputed interest                       2,465 |        273        548        696
Amortization                          (5,210)|     (1,224)    (2,100)    (2,860)
Adjustment for unrealized gains              |
 on available for sale securities         -- |         11        (11)        --
                                 ____________| _________________________________
Ending balance                       $83,051 |     $5,117     $6,057     $7,620
                                 ============  =================================
</TABLE>

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





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

<TABLE>
<CAPTION>

       Year                               Amount
_________________________________________________
                (Dollars in thousands)
<S>                                       <C>
        1997                              $9,664
        1998                              10,109
        1999                               9,243
        2000                               7,919
        2001                               6,798
</TABLE>

6.  INCOME TAXES
________________________________________________________________________________

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

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






















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
                                     December 31, 1996|  August 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  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through    Year ended    Year ended
                        December 31,|  August 13,    December 31,  December 31,
                               1996 |        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>






















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, 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.

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 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.



                                               7 
<PAGE>

                    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.

     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.
<PAGE>


                        STATEMENT  OF  ADDITIONAL  INFORMATION


                             GOLDENSELECT DVA SERIES 100


                            DEFERRED COMBINATION VARIABLE
                              AND FIXED ANNUITY CONTRACT

                                      issued by

                           SEPARATE ACCOUNT B ("Account B")



                                          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: MAY 1, 1997
    


<PAGE>

                                 TABLE  OF  CONTENTS
                                 -------------------

ITEM                                                                        PAGE
- ----                                                                        ----

Introuction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1


Description of Golden American Life Insurance Company. . . . . . . . . . . .  1
Safekeeping of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
The Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Distribution of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . .  2
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
IRA Partial Withdrawal Option. . . . . . . . . . . . . . . . . . . . . . . .  5
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6


Financial Statements of Separate Account B . . . . . . . . . . . . . . . . .  6
Financial Statements of The Managed Global Account of Separate Account D . .  6
   
Financial Statements of Golden American Life Insurance Company . . . . . . .  7
Unaudited Financial Statements of Separate Account B . . . . . . . . . . . .  7
Unaudited Financial Statements of Golden American Life Insurance Company . .  7
    
Appendix - Description of Bond Ratings

<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").  As of December 31,
1996, Golden American had approximately $140.5 million in stockholders' 
equity and approximately $1.7 billion in total assets, including 
approximately $1.2 billion of separate account assets.  On August 13, 1996, 
Equitable of Iowa Companies acquired all of the interest in Golden American
and Directed Services, Inc. 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 will write variable life and annuity 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) has 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 in 1996, 1995 and 1994 were $464,734, $749,741 and
$816,264, respectively. 

Prior to 1994, Golden American had arranged with BT Variable, Inc. ("BT
Variable"), an affiliate, to perform services related to the development
and administration of its products.  For the year 1993 and the period 
from September 30, 1992 to December 31, 1992, fees earned by BT Variable
from Golden American for these services  aggregated $2,701,000 and $209,000,
respectively.  The agreement was terminated as of January 1, 1994.  

In addition, BT Variable provided to Golden American certain of its 
personnel to perform management, administrative and clerical services 
and the use of certain of its facilities.  BT Variable charged Golden
American 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 BT Variable's
employees on behalf of Golden American. For the year 1993 and the period
from September 30, 1992 to December 31, 1992, BT Variable allocated to 
Golden American $1,503,000 and $450,000, respectively. The agreement was
terminated on January 1, 1994. 

                                        1
<PAGE>


                              INDEPENDENT AUDITORS

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

                            DISTRIBUTION OF CONTRACTS

     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
$311,000 for such services.  The agreement was terminated as of January 1, 1994.

     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, 1994, are
sold primarily through two broker/dealer institutions.  For the years ended
1996, 1995 and 1994, commissions paid by Golden American to DSI aggregated
$27,065,000, $8,440,000 and $17,569,000, respectively.  

     Golden American provided to DSI certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities.  Golden American charged DSI for such expenses and all other general
and administrative costs, first on the basis of direct charges when
identifiable, and the remainder allocated based on the estimated amount of time
spent by Golden American's employees on behalf of DSI.  In the opinion of
management, this method of cost allocation is reasonable.  For the years ended
December 31, 1994 and 1993, expenses allocated to DSI were $1,983,000 and
$2,013,000, respectively. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American.  This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $2,267,000  and $986,650 for 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 parentheses.  Performance information for measures other than total
return do not reflect sales load which can have a maximum level of 6.5% of
premium, and any applicable premium tax that can range from 0% to 3.5%.

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:

                                                           365/7
              Effective Yield = [(Base Period Return) + 1)      ] - 1
   
    For the 7-day period March 24, 1997 to March 31, 1997, the current 
yield of the Liquid Asset Division was 3.26% and the effective yield of the 
Division was 3.58%.
    

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:

                                     2
<PAGE>

                                 6
         YIELD = 2 [ ( a - b  +1)  - 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:

          n
    P(1+T) =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)

All total return figures reflect the deduction of the maximum sales load, the
asset based administrative charge, and the mortality and expense risk charge.
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 PERIODS ENDING 12/31/96 -- STANDARDIZED

   
<TABLE>
<CAPTION>

                      One Year Period   Five Year Period   Inception to
Division              Ending 12/31/96    Ending 12/31/96     12/31/96        Inception Date
- --------              ---------------    ---------------     --------        --------------
<S>                   <C>               <C>                <C>               <C>

Multiple Allocation         6.64%            5.61%*            7.00%*           1/24/89
Fully Managed              14.14%            6.20%*            6.61%*           1/24/89
Capital Appreciation       17.97%             N/A             11.96%*            5/4/92
Rising Dividends           18.36%             N/A             14.35%            10/4/93
All-Growth                 -2.57%            0.37%*            3.49%*           1/24/89
Real Estate                32.81%           15.38%*            9.25%*           1/24/89
Natural Resources          30.78%           13.25%*            8.32%*           1/24/89
Value Equity                8.47%             N/A             20.17%             1/1/95
Strategic Equity           16.47%             N/A             12.98%*           10/2/95
Small Cap                    N/A              N/A             17.83%             1/2/96
Emerging Markets            5.17%             N/A             -1.39%            10/4/93
Managed Global **          10.14%*            N/A              0.74%*          10/21/92
Limited Maturity Bond       2.25%            3.06%*            4.84%*           1/24/89
Liquid Asset                2.90%            1.95%*            3.16%*           1/24/89
OTC                        18.39%*            N/A             21.64%*           10/7/94
Research                   21.01%             N/A             22.31%*           10/7/94
Total Return               11.49%             N/A             13.59%*           10/7/94
Growth & Income              N/A              N/A             24.24%*            4/1/96
Value + Growth               N/A              N/A             13.53%*            4/1/96
- ----------------------------
</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.  Historical performance for  the Managed Global Division
   remains unchanged by the reorganization.

                                     3
<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:

           n
    [P(1+T) ]=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.

AVERAGE ANNUALIZED TOTAL RETURN FOR PERIODS ENDING 12/31/96 -- NON-STANDARDIZED

   
<TABLE>
<CAPTION>


                      One Year Period   Five Year Period   Inception to
Division              Ending 12/31/96    Ending 12/31/96     12/31/96        Inception Date
- --------              ---------------    ---------------     --------        --------------
<S>                   <C>               <C>                <C>               <C>

Multiple Allocation        7.29%            6.21%*            7.53%*            1/24/89
Fully Managed             14.79%            6.81%*            7.18%*            1/24/89
Capital Appreciation      18.62%             N/A             12.53%*             5/4/92
Rising Dividends          19.01%             N/A             14.92%             10/4/93
All-Growth                -1.92%            1.04%*            4.06%*            1/24/89
Real Estate               33.46%           15.90%*            9.86%*            1/24/89
Natural Resources         31.43%           13.80%*            8.92%*            1/24/89
Value Equity               9.12%             N/A             20.61%              1/1/95
Strategic Equity          17.77              N/A             13.86%*            10/2/95
Small Cap                   N/A              N/A             18.48%              1/2/96
Emerging Markets           5.82%             N/A             -0.82%             10/4/93
Global Account **         10.79%             N/A              1.37%*           10/21/92
Limited Maturity Bond      2.90%            3.67%*            5.38%*            1/24/89
Liquid Asset               2.90%            2.58%*            3.74%*            1/24/89
OTC                       19.04%*            N/A             22.48%*            10/7/94
Research                  21.66%             N/A             23.18%*            10/7/94
Total Return              12.14%             N/A             14.45%*            10/7/94
Growth & Income             N/A              N/A             24.89%*             4/1/96
Value + Growth              N/A              N/A             14.18%*             4/1/96
- ----------------------------
</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.  Historical performance for 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

                                     4
<PAGE>

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, 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+ rating means, in the opinion of A.M. Best, that the insurer has 
demonstrated the strongest ability to meet its respective policyholder and 
other contractual obligations.

PORTFOLIO TURNOVER
For reporting purposes, the Global Account's portfolio turnover rate is
calculated by dividing the value of the lesser of purchases or sales of
portfolio securities for the fiscal year by the monthly average of the value of
the portfolio securities owned by the Global Account during the fiscal year.  In
determining such portfolio turnover, all securities whose maturities at the time
of acquisition were one year or less are excluded.  A 100% portfolio turnover
rate would occur, for example, if all the securities in the portfolio (other
than short-term securities) were replaced once during the fiscal year.

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):

ILLUSTRATION OF CALCULATION OF IIE

<TABLE>
<CAPTION>
EXAMPLE 1.
<S>                                                            <C>
1.  IIE, beginning of period . . . . . . . . . . . . . . . . . $1.80000000
2.  Value of securities, beginning of period . . . . . . . . . . . .$21.20
3.  Change in value of securities. . . . . . . . . . . . . . . . . . .$.50
4.  Gross investment return (3) divided by (2) . . . . . . . . . .02358491
5.  Less daily mortality and expense charge. . . . . . . . . . . .00003446
6.  Less asset based administrative charge . . . . . . . . . . . .00000276
7.  Net investment return (4) minus (5) minus (6). . . . . . . . .02354769
8.  Net investment factor (1.000000) plus(7) . . . . . . . . . .1.02354769
9.  IIE, end of period (1) multiplied by (8) . . . . . . . . . $1.84238584
</TABLE>

ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)

<TABLE>
<CAPTION>
EXAMPLE 2.
<S>                                                            <C>
1.  Initial Premium Payment. . . . . . . . . . . . . . . . . . ....$100.00
2.  IIE on effective date of purchase (see Example 1). . . . . .$1.8000000
3.  Number of Units purchased [(1) divided by (2)] . . . . . . . .55.55556
4.  IIE for valuation date following purchase (see Example 1). $1.84238584
5.  Accumulation Value in account for valuation date following
    purchase [(3) multiplied by (4)] . . . . . . . . . . . . . . . $102.35
</TABLE>

                                     5
<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 life 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 Securities and Exchange
Commission 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 Securities and Exchange
Commission.


FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

  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
               Statement of Operations for the Year ended December 31, 1996
               Statements of Changes in Net Assets for the Years Ended 
                    December 31, 1996 and 1995 
          Notes to Financial Statements

FINANCIAL STATEMENTS OF THE MANAGED GLOBAL ACCOUNT OF SEPARATE ACCOUNT D

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

   
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

The audited financial statements of Golden American Life Insurance Company
listed below are prepared in accordance with generally accepted accounting
principles ("GAAP") and appear in the Annual Report of the Golden American
Life Insurance Company which was filed with the SEC and are included in
this Statement of Additional Information.

     Report of Independent Auditors
     Audited Financial Statements -- GAAP
        Consolidated Balance Sheets -- Post-Acquisition as of December 31,
             1996 and Pre-Acquisition as of December 31, 1995
        Consolidated Statements of Income -- Post-Acquisition for the period
             August 14, 1996 through December 31, 1996 and Pre-Acquisition 
             for the period January 1, 1996 through August 13, 1996 and for 
             the years ended December 31, 1995 and 1994
        Consolidated Statements of Changes in Stockholder's Equity -- Post-
             Acquisition for the period August 14, 1996 through December 31,
             1996 and Pre-Acquisition for the period January 1, 1996 through
             August 13, 1996 and for the years ended December 31, 1995 and 
             1994
        Consolidated Statements of Cash Flows -- Post-Acquisition for the
             period August 14, 1996 through December 31, 1996 and Pre-
             Acquisition for the period January 1, 1996 through August 13,
             1996 and for the years ended December 31, 1995 and 1994
     Notes to Consolidated Financial Statements -- December 31, 1996



                                           7 
<PAGE>

                                             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)


<TABLE>
<CAPTION>

                                                 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>










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>

                                               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>








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
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Liquid
                                                                      Asset
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1995                                         $45,366

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                         $71,573

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                         $32,746

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $70,621

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>
























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>
NET ASSETS AT JANUARY 1, 1995                                         $36,934

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $98,837

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>























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>
NET ASSETS AT JANUARY 1, 1995                                        $297,508

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $88,346

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $50,385

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>























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>
NET ASSETS AT JANUARY 1, 1995                                         $59,746

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                          $2,752

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>






















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
(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>





















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
(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>




















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>





















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>
NET ASSETS AT JANUARY 1, 1995                                              --

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>
                                                                     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>




















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>
NET ASSETS AT JANUARY 1, 1995                                        $854,814

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:

<TABLE>
<CAPTION>

                                                                   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
 
<TABLE>
<CAPTION>

 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



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.

                                                   s/Ernst & Young LLP


Des Moines, Iowa
February 11, 1997


















                        
                        
                        
                        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 depreciaition 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
                                        =================== |  =================
</TABLE>














See accompanying notes.

                   CONSOLIDATED BALANCE SHEETS - CONTINUED
                (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                         POST-ACQUISITION   |   PRE-ACQUISITION
                                        ___________________ |  _________________
                                         December 31, 1996  |  December 31, 1995
                                        ___________________ |  _________________
<S>                                             <C>         |        <C>
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
                                        ___________________ |  _________________
                                                 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.

                       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
                                                     through |         through
                                           December 31, 1996 | August 13, 1996
                                           __________________| ________________
                                                             |
<S>                                                  <C>     |         <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |  
  product charges                                     $8,768 |         $12,259
 Management fee revenue                                  877 |           1,390
 Net investment income                                 5,795 |           4,990
 Realized gains (losses) on investments                   42 |            (420)
 Other income                                            486 |              70
                                           __________________| ________________
                                                      15,968 |          18,289
                                                             |
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life benefits:               |
  Interest credited to account balances                5,741 |           4,355
  Benefit claims incurred in excess of                       |
   account balances                                    1,262 |             915
 Underwriting, acquisition and insurance                     |
  expenses:                                                  |
   Commissions                                         9,866 |          16,549
   General expenses                                    5,906 |           9,422
   Insurance taxes                                       672 |           1,225
   Policy acquisition costs deferred                 (11,712)|         (19,300)
   Amortization:                                             |
    Deferred policy acquisition costs                    244 |           2,436
    Present value of in force acquired                 2,745 |             951
    Goodwill                                             589 |              --
                                           __________________| ________________
                                                      15,313 |          16,553
                                                             |
Interest expense                                          85 |              --
                                           __________________| ________________
                                                      15,398 |          16,553
                                           __________________| ________________
                                                         570 |           1,736
                                                             |
Income taxes                                             220 |          (1,463)
                                           __________________| ________________
                                                             |
Net income                                              $350 |          $3,199
                                           ==================| ================
</TABLE>




See accompanying notes.

                  CONSOLIDATED STATEMENTS OF INCOME - CONTINUED
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                       PRE-ACQUISITION
                                           ____________________________________
                                                     For the          For the 
                                                  year ended        year ended
                                                December 31,      December 31,
                                                        1995              1994
                                           ____________________________________

<S>                                                  <C>               <C>
Revenues:
 Annuity and interest sensitive life        
  product charges                                    $18,388           $17,519
 Management fee revenue                                  987                --
 Net investment income                                 2,818               560
 Realized gains (losses) on investments                  297                65
 Other income                                             63                --
                                           __________________  ________________
                                                      22,553            18,144


Insurance benefits and expenses:
 Annuity and interest sensitive life benefits:
  Interest credited to account balances                1,322                40
  Benefit claims incurred in excess of
   account balances                                    1,824                (5)
 Underwriting, acquisition and insurance
  expenses:
   Commissions                                         7,983            16,978
   General expenses                                   12,650            12,921
   Insurance taxes                                       952               373
   Policy acquisition costs deferred                  (9,804)          (23,119)
   Amortization:
    Deferred policy acquisition costs                  2,710             4,608
    Present value of in force acquired                 1,552             2,164
    Goodwill                                              --                --
                                           __________________  ________________
                                                      19,189            13,960

Interest expense                                          --             1,962
                                           __________________  ________________
                                                      19,189            15,922
                                           __________________  ________________
                                                       3,364             2,222

Income taxes                                              --                --
                                           __________________  ________________
Net income                                            $3,364            $2,222
                                           ==================  ================
</TABLE>





See accompanying notes.
          
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                PRE-ACQUISITION
                      __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                           Addi-         of               Total
                              Redeemable  tional  Securities Retained    Stock-
                      Common  Preferred  Paid-In         at  Earnings  holder's
                       Stock     Stock   Capital  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 deprecia-
  tion 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 apprecia-
  tion 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 deprecia-
  tion 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
                      ==========================================================
</TABLE>

See accompanying notes.

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - CONTINUED
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                               POST-ACQUISITION
                      __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                           Addi-         of               Total
                              Redeemable  tional  Securities Retained    Stock-
                      Common  Preferred  Paid-In         at  Earnings  holder's
                       Stock     Stock   Capital  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 period
  August 14, 1996 to
  December 31, 1996       --        --        --         --      $350       350
 Unrealized apprecia-
  tion of securities
  at fair value           --        --        --       $262        --       262
                      __________________________________________________________
Balance at
 December 31, 1996    $2,500    $   --  $137,372       $262      $350  $140,484
                      ==========================================================
</TABLE>























See accompanying notes.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                        POST-ACQUISITION  |   PRE-ACQUISITION
                                       ___________________| ___________________
                                           For the period |     For the period
                                          August 14, 1996 |    January 1, 1996
                                                  through |            through
                                        December 31, 1996 |    August 13, 1996
                                       ___________________| ___________________
                                                          |
<S>                                               <C>     |            <C>
OPERATING ACTIVITIES                                      |
Net income                                           $350 |             $3,199
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
  Change in unearned revenues                       2,063 |              2,084
 Increase in accrued investment income               (877)|             (2,494)
 Policy acquisition costs deferred                (11,712)|            (19,300)
 Amortization of deferred policy                          |
  acquisition costs                                   244 |              2,436
 Amortization of present value of in                      |
  force acquired                                    2,745 |                951
 Change in other assets, other                            |
  liabilities and accrued income taxes                (96)|              4,672
 Provision for depreciation and                           |
  amortization                                      1,242 |                703
 Provision for deferred income taxes                  220 |             (1,463)
 Realized (gains) losses on investments               (42)|                420
                                       ___________________| ___________________
Net cash provided by (used in)                            |
 operating activities                                (757)|             (4,320)
                                                          |
                                                          |
INVESTING ACTIVITIES                                      |
Sale, maturity or repayment of                            |
 investments:                                             |
 Fixed maturities - available for sale             47,453 |             55,091
 Fixed maturities - held for investment                -- |                 --
 Equity securities                                     -- |                 --
 Mortgage loans on real estate                         40 |                 --
 Short-term investments - net                       2,629 |                354
                                       ___________________| ___________________
                                                   50,122 |             55,445


</TABLE>





See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                           POST-ACQUISITION |  PRE-ACQUISITION
                                          __________________| _________________
                                             For the period |   For the period
                                            August 14, 1996 |  January 1, 1996
                                                    through |          through
                                          December 31, 1996 |  August 13, 1996
                                          __________________| _________________
                                                            |
<S>                                               <C>       |        <C>
INVESTING ACTIVITIES - CONTINUED                            |
Acquisition of investments:                                 |
 Fixed maturities - available for sale            ($147,170)|        ($184,589)
 Fixed maturities - held for investment                  -- |               --
 Equity securities                                       (5)|               --
 Mortgage loans on real estate                      (31,499)|               --
 Policy loans - net                                    (637)|           (1,977)
 Short-term investments - net                            -- |               --
                                          __________________| _________________
                                                   (179,311)|         (186,566)
 Funds held in escrow pursuant to                           |
  an Exchange Agreement                                  -- |               --
 Purchase of property and equipment                    (137)|               --
                                          __________________| _________________
Net cash used in investing activities              (129,326)|         (131,121)
                                                            |
FINANCING ACTIVITIES                                        |
Retirement of short-term debt                            -- |               --
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
Return of policyholder account balances                     |
 on annuity and interest sensitive                          |
 life policies                                       (3,315)|           (2,695)
Net reallocations (to) from Separate                        |
 Accounts                                           (10,237)|           (8,286)
Contributions of capital by parent                       -- |               --
Issuance of preferred stock                              -- |               --
Dividends paid on preferred stock                        -- |             (719)
                                          __________________| _________________
Net cash provided by financing                              |
 activities                                         128,267 |          138,050
                                          __________________| _________________
Increase (decrease) in cash and                             |
 cash equivalents                                    (1,816)|            2,609
                                                            |
Cash and cash equivalents at                                |
 beginning of period                                  7,655 |            5,046
                                          __________________| _________________
Cash and cash equivalents at end                            |
 of period                                           $5,839 |           $7,655
                                          ==================| =================
</TABLE>

See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        PRE-ACQUISITION
                                              ________________________________
                                                    For the          For the 
                                                 year ended        year ended
                                               December 31,      December 31,
                                                       1995              1994
                                              ________________________________

<S>                                                  <C>              <C>
OPERATING ACTIVITIES
Net income                                           $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                    4,664            (1,370)
  Change in unearned revenues                         4,949             1,594
 Increase in accrued investment income                 (676)              (24)
 Policy acquisition costs deferred                   (9,804)          (23,119)
 Amortization of deferred policy
  acquisition costs                                   2,710             4,608
 Amortization of present value of in
  force acquired                                      1,552             2,164
 Change in other assets, other
  liabilities and accrued income taxes                4,686            (4,543)
 Provision for depreciation and
  amortization                                         (142)               13
 Provision for deferred income taxes                     --                --
 Realized (gains) losses on investments                (297)              (65)
                                              ______________    ______________
Net cash provided by (used in)
 operating activities                                11,006           (18,520)


INVESTING ACTIVITIES
Sale, maturity or repayment of
 investments:
 Fixed maturities - available for sale               24,026                --
 Fixed maturities - held for investment                  --               321
 Equity securities                                       --               313
 Mortgage loans on real estate                           --                --
 Short-term investments - net                            --             1,299
                                              ______________    ______________
                                                     24,026             1,933


</TABLE>





See accompanying notes.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        PRE-ACQUISITION
                                               ________________________________
                                                     For the          For the 
                                                  year ended        year ended
                                                December 31,      December 31,
                                                        1995              1994
                                               ________________________________

<S>                                                 <C>                <C>
INVESTING ACTIVITIES - CONTINUED
Acquisition of investments:
 Fixed maturities - available for sale              ($61,723)               --
 Fixed maturities - held for investment                   --             ($857)
 Equity securities                                       (10)               (7)
 Mortgage loans on real estate                            --                --
 Policy loans - net                                   (1,508)             (369)
 Short-term investments - net                         (1,681)               --
                                               ______________    ______________
                                                     (64,922)           (1,233)
 Funds held in escrow pursuant to
  an Exchange Agreement                               (1,242)           (1,382)
 Purchase of property and equipment                       --                --
                                               ______________    ______________
Net cash used in investing activities                (42,138)             (682)

FINANCING ACTIVITIES
Retirement of short-term debt                             --           (40,000)
Proceeds from issuance of surplus note                    --                --
Receipts from annuity and interest
 sensitive life policies credited
 to policyholder account balances                     29,501                --
Return of policyholder account balances
 on annuity and interest sensitive
 life policies                                        (1,543)               --
Net reallocations (to) from Separate
 Accounts                                                 --                --
Contributions of capital by parent                     7,944             8,750
Issuance of preferred stock                               --            50,000
Dividends paid on preferred stock                     (3,348)               --
                                               ______________    ______________
Net cash provided by financing
 activities                                           32,554            18,750
                                               ______________    ______________
Increase (decrease) in cash and
 cash equivalents                                      1,422              (452)

Cash and cash equivalents at
 beginning of period                                   3,624             4,076
                                               ______________    ______________
Cash and cash equivalents at end
 of period                                            $5,046            $3,624
                                               ==============    ==============
</TABLE>

See accompanying notes.

                  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.

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").  See Note 5 for additional information.

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.

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 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 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:
<TABLE>
<CAPTION>

                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,       For the        For the
                        1996 through| 1996 through   year ended     year ended
                        December 31,|  August 13,   December 31,   December 31,
                               1996 |        1996          1995           1994
                        ____________| _________________________________________
                              (Dollars in thousands)
<S>                          <C>    |      <C>           <C>              <C>
Fixed maturities             $5,083 |      $4,507        $1,610           $142
Equity securities               103 |          --            --              1
Mortgage loans on real              |
 estate                         203 |          --            --             --
Policy loans                     78 |          73            56             11
Short-term investments          441 |         341           899            226
Other, net                        2 |          22           148             99
Funds held in escrow             -- |         145           166             83
                        ____________| _________________________________________
Gross investment income       5,910 |       5,088         2,879            562
Less investment expenses       (115)|         (98)          (61)            (2)
                        ____________| _________________________________________
Net investment income        $5,795 |      $4,990        $2,818           $560
                        ============| =========================================
</TABLE>

























Realized gains (losses) are as follows:
<TABLE>
<CAPTION>
                                        REALIZED*
                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through   Year ended     Year ended
                        December 31,|  August 13,   December 31,   December 31,
                               1996 |        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
                        =======================================================
<FN>
*See Note 6 for the income tax effects attributable to realized gains and 
 losses on investments.
</TABLE>

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

<TABLE>
<CAPTION>
                                        UNREALIZED
                           POST-
                        ACQUISITION                 PRE-ACQUISITION
                        _______________________________________________________
                           For the  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through   Year ended     Year ended
                        December 31,|  August 13,   December 31,   December 31,
                             1996** |        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)
                        =======================================================
<FN>
**On August 13, 1996, all fixed maturities and equity securities in the 
  Company's investment portfolio were marked to market.
</TABLE>
At December 31, 1996 and December 31, 1995, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturity securities, all of
which are designated as available for sale, are as follows:

<TABLE>
<CAPTION>
                                               POST-ACQUISITION
                               _______________________________________________
                                                Gross       Gross   Estimated
                                Amortized  Unrealized  Unrealized        Fair
December 31, 1996                    Cost       Gains      Losses       Value
______________________________________________________________________________
                                             (Dollars in thousands)
<S>                              <C>           <C>          <C>      <C>
U.S. government and
 governmental agencies
 and authorities:
  Mortgage-backed securities      $70,902        $122       ($247)    $70,777
  Other                             3,082           2          (4)      3,080
Public utilities                   35,893         193         (38)     36,048
Investment grade corporate        134,487         586        (466)    134,607
Below investment grade
 corporate                         25,921         249         (56)     26,114
Mortgage-backed securities          4,868          69          --       4,937
                               ___________ ___________ ___________ ___________
Total                            $275,153      $1,221       ($811)   $275,563
                               =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
                                               PRE-ACQUISITION
                               _______________________________________________
                                                Gross       Gross   Estimated
                                Amortized  Unrealized  Unrealized        Fair
December 31, 1995                    Cost       Gains      Losses       Value
______________________________________________________________________________
                                             (Dollars in thousands)
<S>                               <C>            <C>         <C>      <C>
U.S. government and
 governmental agencies
 and authorities - Other          $13,334        $176                 $13,510
Public utilities                    5,276          26                   5,302
Investment grade corporate         27,042         700        ($31)     27,711
Mortgage-backed securities          3,019          87          --       3,106
                               ___________ ___________ ___________ ___________
Total                             $48,671        $989        ($31)    $49,629
                               =========== =========== =========== ===========
</TABLE>

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




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

<TABLE>
<CAPTION>
                                                        POST-ACQUISITION
                                                _____________________________
                                                                   Estimated
                                                   Amortized            Fair
December 31, 1996                                       Cost           Value
_____________________________________________________________________________
                                                    (Dollars in thousands)
<S>                                                 <C>             <C>
Due within one year                                  $15,908         $15,930
Due after one year through five years                122,958         123,487
Due after five years through ten years                60,517          60,432
                                                _____________   _____________
                                                     199,383         199,849
Mortgage-backed securities                            75,770          75,714
                                                _____________   _____________
Total                                               $275,153        $275,563
                                                =============   =============
</TABLE>


































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

<TABLE>
<CAPTION>
                                            Gross         Gross      Proceeds
                          Amortized      Realized      Realized          from
                               Cost         Gains        Losses          Sale
______________________________________________________________________________
                                           (Dollars in thousands)
<S>                         <C>              <C>         <C>          <C>
For the period August 14,
 1996 through 
 December 31, 1996:
Scheduled principal
 repayments, calls and
 tenders                     $1,612                                    $1,612
Sales                        45,799          $115          ($73)       45,841
                        ______________________________________________________
Total                       $47,411          $115          ($73)      $47,453
                        ======================================================
For the period January 1,
 1996 through August 13,
 1996:
Scheduled principal
 repayments, calls and 
 tenders                     $1,801                                    $1,801
Sales                        53,710          $152         ($572)       53,290
                        ______________________________________________________
Total                       $55,511          $152         ($572)      $55,091
                        ======================================================
Year ended December 31,
 1995:
Scheduled principal
 repayments, calls and 
 tenders                    $20,279          $305          ($16)      $20,568
Sales                         3,450             8            --         3,458
                        ______________________________________________________
Total                       $23,729          $313          ($16)      $24,026
                        ======================================================
Year ended December 31,
 1994:
Scheduled principal
 repayments, tenders
 (available for sale only)
 and calls - held for
 investment                    $319            $2        $   --          $321
                        ______________________________________________________
Total                          $319            $2        $   --          $321
                        ======================================================
</TABLE>

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

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

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

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

4.  FAIR VALUES OF FINANCIAL INSTRUMENTS
________________________________________________________________________________

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

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

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

<TABLE>
<CAPTION>

December 31                                                    1996
_______________________________________________________________________________
(Dollars in thousands)
                                                                    Estimated
                                                       Carrying          Fair
                                                          Value         Value
                                                    ____________  ____________
<S>                                                  <C>           <C>
ASSETS
Balance sheet financial assets:
 Fixed maturities available for sale                   $275,563      $275,563
 Equity securities                                           33            33
 Mortgage loans on real estate                           31,459        30,979
 Short-term investments                                  12,631        12,631
 Cash and cash equivalents                                5,839         5,839
 Other receivables                                        4,214         4,214
 Separate account assets                              1,207,247     1,207,247
                                                    ___________________________
                                                      1,536,986     1,536,506

Deferred policy acquisition costs                        11,468            --
Present value of in force acquired                       83,051            --
Goodwill                                                 38,665            --
Deferred income taxes on fair value adjustments              --         7,741
Non-financial assets                                      3,095         3,095
                                                    ___________________________
Total assets                                         $1,673,265    $1,547,342
                                                    ===========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Balance sheet financial liabilities:
  Future policy benefits (net of related policy 
   loans):
   Annuity products                                    $280,076      $253,012
   Interest sensitive life products                       2,640         2,368
                                                    ___________________________
                                                        282,716       255,380
 Surplus note                                            25,000        28,878
 Separate account liabilities                         1,207,247     1,119,158
                                                    ___________________________
                                                      1,514,963     1,403,416
Non-financial liabilities                                17,818        17,818
                                                    ___________________________
Total liabilities                                     1,532,781     1,421,234
Stockholder's equity                                    140,484       126,108
                                                    ___________________________
Total liabilities and stockholder's equity           $1,673,265    $1,547,342
                                                    ===========================
</TABLE>






The following methods and assumptions were used by the Company in estimating
fair values.
  Fixed maturities:  Estimated fair values of publicly traded securities are
as reported by an independent pricing service. Estimated fair values of
conventional mortgage-backed securities not actively traded in a liquid market
are estimated using a third party pricing system.  This pricing system uses a 
matrix calculation assuming a spread over U.S. Treasury bonds based upon the 
expected average lives of the securities.
  Equity securities:  Estimated fair values of equity securities, which consist
of the Company's investment in the portfolios underlying its separate accounts,
are based upon the quoted fair value of the individual securities comprising 
the individual portfolios underlying the separate accounts.  For equity 
securities not actively traded, estimated fair values are based upon values of
issues of comparable yield and quality.  
  Mortgage loans on real estate:  Fair values are estimated by discounting
expected cash flows, using interest rates currently offered for similar loans.
  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
________________________________________________________________________________

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

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

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


<TABLE>
<CAPTION>

Year ended December 31,                 1996                  1995
___________________________________________________________________
(Dollars in thousands)                     (Unaudited)
<S>                                  <C>                   <C>
Revenues                             $35,955               $25,149
Net income                               799                 1,093

</TABLE>

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

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

An analysis of the PVIF asset is as follows:

<TABLE>
<CAPTION>
                                    POST-
                                 ACQUISITION               PRE-ACQUISITION
                                 _______________________________________________
                                     For the |    For the
                                      period |     period
                                      August |    January
                                    14, 1996 |    1, 1996       Year       Year
                                     through |    through      ended      ended
                                    December |     August   December   December
                                    31, 1996 |   13, 1996   31, 1995   31, 1994
                                 ____________| _________________________________
                                           (Dollars in thousands)
<S>                                  <C>     |     <C>        <C>        <C>
Beginning balance                    $85,796 |     $6,057     $7,620     $9,784
Imputed interest                       2,465 |        273        548        696
Amortization                          (5,210)|     (1,224)    (2,100)    (2,860)
Adjustment for unrealized gains              |
 on available for sale securities         -- |         11        (11)        --
                                 ____________| _________________________________
Ending balance                       $83,051 |     $5,117     $6,057     $7,620
                                 ============  =================================
</TABLE>

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





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

<TABLE>
<CAPTION>

       Year                               Amount
_________________________________________________
                (Dollars in thousands)
<S>                                       <C>
        1997                              $9,664
        1998                              10,109
        1999                               9,243
        2000                               7,919
        2001                               6,798
</TABLE>

6.  INCOME TAXES
________________________________________________________________________________

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

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






















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
                                     December 31, 1996|  August 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  |    For the 
                             period |      period
                         August 14, |  January 1,
                        1996 through| 1996 through    Year ended    Year ended
                        December 31,|  August 13,    December 31,  December 31,
                               1996 |        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>






















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, 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.

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 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.



<PAGE>

                     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.

     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.
<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, and IV follow:

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

<TABLE>
<CAPTION>

                                                                       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 (1)

     (2)  Form of Custodial Agreement (2)

     (3)  (a)  Form of Distribution Agreement between the Depositor and Directed
               Services, Inc. (2)
          (b)  Form of Dealers Agreement (2)
          (c)  Organizational Agreement (5)
          (d)  (i)  Addendum to Organizational Agreement (3)
               (ii) Expense Reimbursement Agreement (5)
          (e)  Form of Assignment Agreement for Organizational Agreement (5)

     (4)  (a)  Individual Deferred Variable Annuity Contract (2)
          (b)  Individual Variable Annuity Certain Contract (2)
          (c)  Discretionary Group Deferred Variable Annuity Contract (4)
          (d)  Discretionary Group Variable Annuity Certain (4)
          (e)  Amended Individual Deferred Variable Annuity Contract (5)
          (f)  Amended Individual Variable Annuity Certain Contract (5)
          (g)  Amended Discretionary Group Deferred Variable Annuity
                    Contract (5)
          (h)  Amended Discretionary Group Variable Annuity Certain (5)
          (i)  Amended Individual Deferred Variable Annuity Contract Schedule
                    Pages (6)
          (j)  Amended Individual Variable Annuity Certain Contract Schedule
                    Pages (6)
          (k)  Amended Discretionary Group Deferred Variable Annuity Contract
                    Schedule Pages (6)
          (l)  Amended Discretionary Group Variable Annuity Certain Contract
                    Schedule Pages (6)
          (m)  Amended Discretionary Group Deferred Variable Annuity Certificate
                    Schedule Pages (6)
          (n)  Amended Discretionary Group Variable Annuity Certain Certificate
                    Schedule Pages (6)
          (o)  Amended Individual Variable Annuity Certain Contract Schedule
                    Pages (7)
          (p)  Amended Discretionary Group Deferred Variable Annuity Contract
                    Schedule Pages (7)
          (q)  Amended Discretionary Group Variable Annuity Certain Contract
                    Schedule Pages (7)
          (r)  Amended Discretionary Group Variable Annuity Certain Certificate
                    Schedule Pages (7)
          (s)  Contract Riders (6)
          (t)  Certificate Riders (6)
          (u)  Amended Individual Variable Annuity Certain Contract Schedule
                    Pages (5/91) (8)
          (v)  Amended Individual Deferred Variable Annuity Contract Schedule
                    Pages (5/91) (8)
<PAGE>

          (w)  Amended Discretionary Group Variable Annuity Certain Contract
                    Schedule Pages (5/91) (8)
          (x)  Amended Discretionary Group Deferred Variable Annuity Contract
                    Schedule Pages (5/91) (8)
          (y)  Individual Deferred Variable Annuity Contract Schedule Pages
                    (5/92) (9)
          (z)  Individual Variable Annuity Certain Contract Schedule Pages
                    (5/92) (9)
          (aa) Discretionary Group Variable Annuity Certain Contract Schedule
                    Pages (5/92) (9)
          (bb) Discretionary Group Variable Annuity Certain Contract Schedule
                    Pages (5/92) (9)
          (cc) Individual Deferred Variable Annuity Contract Schedule Pages
                    (5/93) (10)
          (dd) Individual Variable Annuity Certain Contract Schedule Pages
                    (5/93) (10)
          (ee) Discretionary Group Deferred Variable Annuity Contract Schedule
                    Pages (5/93) (10)
          (ff) Discretionary Group Variable Annuity Certain Contract Schedule
                    Pages (5/93) (10)
          (gg) Individual Deferred Variable Annuity Contract Schedule Pages
                    (10/93) (11)
          (hh) Individual Variable Annuity Certain Contract Schedule Pages
                    (10/93) (11)
          (ii) Discretionary Group Deferred Variable Annuity Contract Schedule
                    Pages (10/93) (11)
          (jj) Discretionary Group Variable Annuity Certain Contract Schedule
                    Pages (10/93) (11)

          (kk) External Exchange Program Endorsement (9)
          (ll) DVA Update Program Schedule Page (9)
          (mm) Individual Retirement Annuity Rider Page (9)

     (5)  (a)  Individual Deferred Variable Annuity Application (2)
          (b)  Group Deferred Variable Annuity Enrollment Form (2)

     (6)  (a)  (i)    Articles of Incorporation of Golden American Life
                      Insurance Company (1)
               (ii)   Certificate of Amendment of the Restated Articles of
                      Incorporation of Golden American Life Insurance Company
                      (4)
               (iii)  Certificate of Amendment of the Restated Articles of
                      Incorporation of MB Variable Life Insurance Company (6)
               (iv)   Certificate of Amendment of the Restated Articles of
                      Incorporation of Golden American Life Insurance Company
                      (12/28/93) (7)
          (b)  (i)    By-Laws of Golden American Life Insurance Company (1)
               (ii)   By-Laws of Golden American Life Insurance Company, as
                      amended (4)
               (iii)  Certificate of Amendment of the By-Laws of MB Variable
                      Life Insurance Company, as amended (6)
               (iv)   By-Laws of Golden American, as amended (12/21/93) (7)
          (c)  Resolution of Board of Directors for Powers of Attorney  (8)
          (d)  Powers of Attorney

     (7)  Not applicable

     (8)  Not applicable

     (9)  Opinion of Myles R. Tashman  (9)

     (10) (a)  Consent of Sutherland, Asbill & Brennan, L.L.P.
          (b)  Consent of Ernst & Young LLP, Independent Auditors
          (c)  Consent of Myles R. Tashman

     (11) Not applicable

     (12) Not applicable
<PAGE>

     (13) Schedule of Performance Data (5)


_______________

(1)  Incorporated herein by reference to an initial registration statement for
     Separate Account B  filed with the Securities and Exchange Commission on
     July 27, 1988 (File No. 33-23351).
(2)  Incorporated herein by reference to pre-effective amendment No. 1 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on October 6, 1988 (File No. 33-23351).
(3)  Incorporated herein by reference to post-effective amendment No. 2 to a
     registration statement for The Specialty Managers Separate Account A filed
     on Form S-6 with the Securities and Exchange Commission on September 13,
     1989 (File No. 33-23458).
(4)  Incorporated herein by reference to pre-effective amendment No. 2 to a
     registration statement filed for Separate Account B with the Securities and
     Exchange Commission on November 28, 1988  (File No. 33-23351).
(5)  Incorporated herein by reference to post-effective amendment No. 1 to a
     registration statement filed for Separate Account B with the Securities and
     Exchange Commission on September 13, 1989 (File No. 33-23351).
(6)  Incorporated herein by reference to post-effective amendment No. 2 to a
     registration statement filed for Separate Account B with the Securities and
     Exchange Commission on March 9, 1990 (File No. 33-23351).
(7)  Incorporated herein by reference to post-effective amendment No. 3 to a
     registration statement filed for Separate Account B with the Securities and
     Exchange Commission on April 30, 1990 (File No. 33-23351).
(8)  Incorporated herein by reference to post-effective amendment No. 5 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on May 2, 1991 (File No. 33-23351).
(9)  Incorporated herein by reference to post-effective amendment No. 8 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on May 1, 1992 (File No. 33-23351).
(10) Incorporated herein by reference to post-effective amendment No. 12 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on May 3, 1993  (File No. 33-23351).
(11) Incorporated herein by reference to post-effective amendment No. 14 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on October 12, 1993 (File No. 33-23351).
(12) Incorporated herein by reference to an initial registration statement on
     Form N-3 for Golden American Life insurance Company Separate Account D
     filed with the Securities and Exchange Commission on August 19, 1992 (File
     No. 33-51028).
(13) Incorporated herein by reference to post-effective amendment No. 17 to a
     registration statement for Separate Account B filed with the Securities and
     Exchange Commission on May 2, 1994  (File No. 33-23351).

<PAGE>

ITEM 25:  DIRECTORS AND OFFICERS OF THE DEPOSITOR

                             Principal                 Position(s)
Name                      Business Address             with Depositor

Terry L. Kendall         Golden American Life Ins. Co. President and 
                         1001 Jefferson Street         Chief Executive Officer
                         Wilmington, DE  19801           

Fred S. Hubbell          Equitable of Iowa Companies   Director and
                         604 Locust Street             Chairman
                         Des Moines, IA  50309

Lawrence V. Durland      Equitable of Iowa Companies   Director
                         604 Locust Street
                         Des Moines, IA  50309

Paul E. Larson           Equitable of Iowa Companies   Director, Executive
                         604 Locust Street             Vice President, Chief
                         Des Moines, IA  50309         Financial Officer and
                                                       Assistant Secretary

Thomas L. May            Equitable of Iowa Companies   Director
                         604 Locust Street
                         Des Moines, IA  50309

John A. Merriman         Equitable of Iowa Companies   Director and Assistant
                         604 Locust Street             Secretary
                         Des Moines, IA  50309

Beth B. Neppl            Equitable of Iowa Companies   Director and
                         604 Locust Street             Vice President
                         Des Moines, IA  50309

Paul R. Schlaack         Equitable Investment          Director
                         Services, Inc.
                         604 Locust Street
                         Des Moines, IA  50309

Jerome L. Sychowski      Equitable of Iowa Companies   Director
                         604 Locust Street
                         Des Moines, IA  50309

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

Edward C. Wilson         Golden American Life Ins. Co. Executive Vice
                         1001 Jefferson Street         President
                         Wilmington, DE  19801

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,
                         604 Locust Street             Controller, Assistant
                         Des Moines, IA  50309         Secretary and
                                                       Assistant Treasurer

Dennis D. Hargens        Equitable of Iowa Companies   Treasurer
                         604 Locust Street
                         Des Moines, IA  50309

Lawrence W. Porter, M.D. Equitable of Iowa Companies   Medical Director
                         604 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.

As  of May 1, 1997, the subsidiaries of Equitable of Iowa Companies are as 
follows:
                 Equitable Life Insurance Company of Iowa
                 USG Annuity & Life Company
                 Equitable of Iowa Securities Network, Inc.
                 Equitable Investment Services, Inc.
                 Locust Street Securities
                 Golden American Life Insurance Company
                         First Golden American Life Insurance Company of
                               New York
                 Directed Services, Inc.


Item 27:  Number of Contract Owners

22,215 as of April 30, 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.

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          Chairman and Director      President of
Directed Services, Inc.   Chief Executive Officer    Board of Governors
1001 Jefferson Street                                Chief Executive Officer
Wilmington, DE  19801

Fred S. Hubbell            Director                    Chairman
Equitable of Iowa 
    Companies
604 Locust Street
Des Moines, IA  50309

Lawrence V. Durland       Director                    Director
Equitable of Iowa 
    Companies
604 Locust Street
Des Moines, IA  50309

Paul E. Larson            Director                Executive Vice President,
Equitable of Iowa                                 Chief Financial Officer, and
    Companies                                     Assistant Secretary
604 Locust Street
Des Moines, IA  50309

Thomas L. May            Director                 Director
Equitable of Iowa Companies
604 Locust Street 
Des Moines, IA  50309

John A. Merriman         Director and             Director and
Equitable of Iowa        Assistant Secretary      Assistant Secretary
Companies
604 Locust Street
Des Moines, IA  50309

Beth B. Neppl           Director                  Director
Equitable of Iowa Companies
604 Locust Street
Des Moines, IA  50309

Paul R. Schlaack        Director                  Director
Equitable Investment Services,
    Inc.
604 Locust Street
Des Moines, IA  50309

Jerome L. Sychowski     Director                  Director and Senior
Equitable of Iowa Companies                       Vice President - Chief
604 Locust Street                                 Information Officer
Des Moines, IA  50309

Barnett Chernow         Executive Vice            Executive Vice President
Directed Services, Inc. President
1001 Jefferson Street
Wilmington, DE  19801

Myles R. Tashman        Executive Vice President  Executive Vice President
Directed Services, Inc. and Secretary             and Secretary
1001 Jefferson Street
Wilmington, DE  19801

Stephen J. Preston      Senior Vice President     Senior Vice President
Directed Services, Inc.
1001 Jefferson Street
Wilmington, DE  19801

Edward C. Wilson        President                 Senior Vice President
Directed Services, Inc.
1001 Jefferson Street
Wilmington, DE  19801

David A. Terwilliger    Vice President and        Vice Preseident, Controller
Equitable of Iowa       Controller                Assistant Treasurer and 
Companies                                         Assistant Secretary
604 Locust Street
Des Moines, IA  50309

Dennis D. Hargens       Assistant Treasurer       Treasurer
Equitable of Iowa Companies 
604 Locust Street
Des Moines, IA  50309

Merle P. Schwickerath   Treasurer                 None
Equitable of Iowa Companies 
604 Locust Street

(c)
                     1996 Net
      Name of      Underwriting     Compensation
     Principal     Discounts and         on         Brokerage
    Underwriter    Commissions       Redemption    Commissions    Compensation
    -----------    -----------       ----------    -----------    ------------
       DSI         $27,064,887           $0            $0              $0


<PAGE>


ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

Accounts and records are maintained by BT Variable, Inc. and Golden American
Life Insurance Company at 1001 Jefferson Street, Suite 400, Wilmington, DE 
19801 and Equitable of Iowa Companies at 604 Locust Street, Des Moines, IA
50309.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) N/A;

(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.


REPRESENTATION

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>

                             SIGNATURES
As  required  by  the Securities Act of 1933 and  the  Investment
Company  Act of 1940, the Registrant certifies that it meets  the
requirements  of Securities Act Rule 485(b) for effectiveness  of
this  Registration  Statement and has  caused  this  Registration
Statement  to  be signed on its behalf in the City of Wilmington,
and the State of Delaware, on the 1st day of May, 1997.

                                     SEPARATE ACCOUNT B
                                      (Registrant)

                                By:  GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Depositor)

                                By:  /s/Terry L. Kendall
                                     --------------------
                                     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 May
1, 1997.

Signature                          Title

/s/Terry L. Kendall           President, Director
- --------------------          and Chief  Executive 
Terry L. Kendall*             Officer of Depositor
                              
       
/s/Paul E. Larson             Executive Vice President,
- --------------------            Director, Chief Financial
Paul E. Larson*               Officer and Assistant Secretary             
                                                            
       
                     DIRECTORS OF DEPOSITOR
/s/Fred S. Hubbell*            /s/Lawrence V. Durland*      
- ----------------------         -----------------------
Fred S. Hubbell*               Lawrence V. Durland*
       
/s/Thomas L. May*              /s/John A. Merriman*
- ----------------------         -----------------------
Thomas L. May*                 John A. Merriman*
       
/s/Beth B. Neppl*              /s/Paul R. Schlaack*
- ----------------------         -----------------------
Beth B. Neppl*                 Paul R. Schlaack*

/s/Jerome L. Sychowski
- ----------------------
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>
                                  EXHIBIT INDEX

ITEM   EXHIBIT                                                     PAGE #

6(d)   Powers of Attorney. . . . . . . . . . . . . . . . . . . . . 

10(a)  Consent of Sutherland, Asbill & Brennan, L.L.P. . . . . . . 

10(b)  Consent of Ernst & Young LLP, Independent Auditors  . . . . 

10(c)  Consent of Myles R. Tashman, Esq. . . . . . . . . . . . . . 

<PAGE>

    

<PAGE>
                                                Exhibit 6(d) Powers of Attorney
GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street, Suite 400, Wilmington, DE  19803
                                             Phone: (302) 576-3400
                                             Fax:   (302) 576-3520
                                
                                
                        POWER OF ATTORNEY

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


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

/s/ Terry L. Kendall     Director, President and  April 21, 1997
- -----------------------                           --------------------
Terry L. Kendall            Chief Executive
                            Officer

/s/ Paul E. Larson       Director, President and  April 14, 1997
- -----------------------                           --------------------
Paul E. Larson              Director, Executive
                            Vice President, Chief
                            Financial Officer and
                            Assistant Secretary

/s/ Fred S. Hubbell      Director and Chairman    April 14, 1997
- -----------------------                           --------------------
Fred S. Hubbell

/s/ Lawrence V. Durland  Director                 April 14, 1997
- -----------------------                           --------------------
Lawrence V. Durland

/s/ Thomas L. May        Director                 April 14, 1997
- -----------------------                           --------------------
Thomas L. May

John A. Merriman         Director and Assistant   April 14, 1997
- -----------------------                           --------------------
John A. Merriman            Secretary

Beth B. Neppl            Director and Vice        April 14, 1997
- -----------------------                           --------------------
Beth B. Neppl               President

Paul R. Schlaack         Director                 April 14, 1997
- -----------------------                           --------------------
Paul R. Schlaack

Jerome L. Sychowski      Director                 April 14, 1997
- -----------------------                           --------------------
Jerome L. Sychowski
<PAGE>

<PAGE>

       10(a) Consent of Sutherland, Asbill & Brennan, L.L.P.

<PAGE>


               Sutherland, Asbill & Brennan, L.L.P.                ATLANTA
Tel: (202) 383-0100  1275 Pennsylvania Ave, NW                     AUSTIN
Fax: (202) 637-3593  Washington, DC  20004-2404                   NEW YORK
                                                                 WASHINGTON
SUSAN S. KRAWCZYK
DIRECT LINE: (202) 383-0197
Internet: [email protected]

                              April 30, 1997


Board of Directors
Golden American Life Insurance Company
1001 Jefferson Street, Suite 400
Wilmington, DE  19801

Ladies and Gentlemen:

     We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of Post-
Effective Amendment No. 27 to the registration statement on Form N-4 for the
Separate Account B (File No. 33-23351).  In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.

                                                  Very truly yours,

                                                  SUTHERLAND, ASBILL & BRENNAN,
                                                              L.L.P.



                                                  By  /s/ Susan S. Krawczyk
                                                      -------------------------
                                                      Susan S. Krawczyk



<PAGE>

            Exhibit 10(b) Consent of Ernst & Young LLP, Independent Auditors



We consent to the reference to our firm under the captions "Independent 
Auditors", "Experts" and "Financial Statements" and to the use of our reports
dated February 11, 1997, with respect to Golden American Life Insurance 
Company and with respect to Separate Account B, and February 9, 1996 (except
Note 6, as to which the date is August 27, 1996), with respect to The Managed
Global Account of Separate Account D in Post-Effective Amendment No. 27 to the
Registration Statement (Form N-4 No. 33-23351) and related Prospectus of 
Separate Account B.

Our audit also included the financial statement schedules of Golden American
Life Insurance Company included in Item 24(a)(2).  These schedules are the 
responsibility of the Company's management.  Our responsibility is to express
an opinion based on our audit.  In our opinion, the financial statement 
schedules referred to above, when considered in relation to the basic 
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.


                                                         /s/ Ernst & Young LLP

Des Moines, Iowa
April 24, 1997

<PAGE>

                                              10(c) Consent of Myles R. Tashman


<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY                             Exhibit 10(c)
1001 Jefferson Street, Wilmington, DE  19801                Tel:  (302) 576-3400
                                                            Fax:  (302) 576-3540

April 30, 1997


Members of the Board of Directors
Golden American Life Insurance Company
1001 Jefferson Street, Suite 400
Wilmington, DE  19801

Ms. Neppl and Gentlemen:


I consent to the reference to my name under the heading "Legal Matters" in the
prospectus.  In giving this consent I do not thereby admit that I come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.

Sincerely,

/s/ Myles R. Tashman
Myles R. Tashman
Executive Vice President and Secretary

 


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