SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
485BPOS, 1997-02-14
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   As Filed with the Securities and Exchange Commission on February 14, 1997
                                        Registration Nos. 33-59261, 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. 6     
                                     and/or

                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 42     

                               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         Stephen Roth, Esq.
1001 Jefferson Street, Suite 400               Sutherland, Asbill & Brennan
Wilmington, DE 19801                           1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service         Washington, D.C.  20004-2404
 of Process)

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

It is proposed that this filing will become effective:

     _X_  immediately upon filing pursuant to paragraph (b)
     ___  on ______________ 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, 1995 was filed on
February 28, 1996.
==============================================================================

<TABLE>
<CAPTION>
                                CROSS REFERENCE SHEET
                               Pursuant to Rule 495(a)
<S>              <C>                                                           <C>
PART A

N-4 Item                                                                       Prospectus Heading

Item 1.          Cover Page . . . . . . . . . . . . . .                        Cover Page

Item 2.          Definitions  . . . . . . . . . . . . .                        Definition of Terms

Item 3.          Synopsis. . . . . . . . . . . . . . . .                       Summary of the Contracts

Item 4.          Condensed Financial Information  . . .                        Condensed Financial
                                                                               Information

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

Item 6.          Deductions and Expenses . . . . . . . .                       Charges and Fees

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

Item 8.          Annuity Period . . . . . . . . . . . .                        Choosing an Income Plan

Item 9.          Death Benefit. . . . . . . . . . . . .                        Facts About the Contracts

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

Item 11.         Redemptions. . . . . . . . . . . . . .                        Facts About the Contracts

Item 12.         Taxes. . . . . . . . . . . . . . . . .                        Federal Tax Considerations
                                                                               Additional Considerations

Item 13.         Legal Proceedings. . . . . . . . . . .                        Regulatory Information

Item 14.         Table of Contents of the Statement of
                 Additional Information . . . . . . . .                        Statement of Additional
                                                                               Information
</TABLE>


<TABLE>
<CAPTION>
<S>              <C>                                                           <C>
PART B
                                                                               Statement of Additional
N-4 Item                                                                       Information Heading

Item 15.         Cover Page . . . . . . . . . . . . . .                        Cover Page

Item 16.         Table of Contents. . . . . . . . . . .                        Table of Contents

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

Item 18.         Services . . . . . . . . . . . . . . .                        Safekeeping of Assets,
                                                                               Independent Auditors

Item 19.         Purchase of Securities Being Offered .                        Distribution of Contracts

Item 20.         Underwriters . . . . . . . . . . . . .                        Distribution of Contracts

Item 21.         Calculation of Performance Data. . . .                        Performance Information

Item 22.         Annuity Payments . . . . . . . . . . .                        Part A

Item 23.         Financial Statements . . . . . . . . .                        Financial Statements of
                                                                               Separate Account B, Financial
                                                                               Statements of Golden American
                                                                               Life Insurance Company
</TABLE>

                                     PART C

Items required in Part C are located therein.


                                EXPLANATORY NOTE

   
The  Contracts  covered  by  this  Registration  Statement are being offered
through  two  different  distribution  systems.  Therefore,  there  are  two
Prospectuses  and  corresponding   Statements   of  Additional   Information
("Version 1" and "Version 2") for the Contracts covered by this registration
statement, one  pertaining  to  each  distribution system. Version 2 differs
from Version 1  in  the following  respects:  (a) Version 2 offers different
variable  funding  options  (specifically,  Version 2  offers  the Travelers
Series Fund Inc. and Smith Barney Series Fund in lieu of The GCG Trust); (b)
Version 2 is intended to be used in New Hampshire only by a different retail
distribution system, receiving different  compensation, than is the case for
Version 1; and  (c) because Version 2  is to be  used only in New Hampshire,
whereas Version 1  is  used in  all 50  states,  Version 2 deletes  Contract
features, options or procedures described in Version 1 that are available in
other  states  but  not in New Hampshire. In particular, Version 2 does  not
include the market  value adjusted fixed account option included in  Version
1 and covered by an effective registration statement on  Form  S-1 (File No.
33-23458).

This Post-Effective Amendment includes  only the text  of  Version 2  of  the
Prospectus. Version 1 was contained in Post-Effective Amendment No. 5 to this
Registration Statement filed on  February 7, 1997  and  remains unaffected by
this Post-Effective Amendment.    

- -----------------------------------------------------------------------------
                               GRANITE PRIMELITE     
- -----------------------------------------------------------------------------
GOLDEN  AMERICAN  LIFE  INSURANCE  COMPANY

Golden  American  Life  Insurance  Company  is  a  stock  company domiciled in
Wilmington,  Delaware

                               DEFERRED VARIABLE
                              ANNUITY PROSPECTUS
                               GRANITE PRIMELITE     
- -----------------------------------------------------------------------------

This  prospectus describes 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" or the "Account").

Eight  Divisions  of  Account  B  are  currently  available under the Contract
offered by this prospectus. The investments available through the Divisions of
Account  B  include  mutual  fund portfolios (the "Portfolios") of Equi-Select
Series  Trust  (the  "ESS  Trust"), Travelers Series Fund Inc. (the "Travelers
Fund")  and  Smith  Barney  Series  Fund  (the  "Smith  Barney  Fund").

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

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

Your  Accumulation  Value  in  Account  B  will  vary  in  accordance with the
investment  performance  of the Divisions selected by you. Therefore, you bear
the  entire  investment  risk  for  all  amounts  allocated  to  Account  B.
    
We  will pay a death benefit to the Beneficiary if the Owner dies prior to the
Annuity  Commencement  Date  or  the  Annuitant  dies  prior  to  the  Annuity
Commencement  Date  when  the  Owner  is  other  than  an  individual.
   
This prospectus describes your principal rights and limitations and sets forth
the  information  concerning  the  Account  that  investors should know before
investing.  A  Statement  of  Additional Information, dated February 14, 1997,
about  Account  B  has  been filed with the Securities and Exchange Commission
("SEC") and is available without charge upon request. To obtain a copy of this
document  call  or write our Customer Service Center. The Table of Contents of
the  Statement of Additional Information may be found on the last page of this
prospectus.  The Statement of Additional Information is incorporated herein by
reference.    

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION 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  ESS  TRUST, THE
TRAVELERS  FUND  AND  THE  SMITH  BARNEY  FUND.
       
ISSUED  BY:                      DISTRIBUTED BY:              ADMINISTERED AT:
Golden  American Life     Directed Services, Inc.      Customer Service Center
Insurance  Company        Wilmington, Delaware 19801   Mailing Address:
                                                      P.O.  Box  8794
                                                      Wilmington,  Delaware
                                                          19899-8794
                                                      1-800-366-0066

                      PROSPECTUS DATED: FEBRUARY 14, 1997     


                               TABLE OF CONTENTS

                                                                     PAGE


DEFINITION  OF  TERMS

SUMMARY  OF  THE  CONTRACT

FEE  TABLE

CONDENSED  FINANCIAL  AND  OTHER  INFORMATION        
Financial  Statements
Performance  Related  Information

INTRODUCTION

   FACTS  ABOUT  THE  COMPANY  AND  THE  ACCOUNT     
Golden  American
   The  ESS  Trust,  The  Travelers  Fund  and  The Smith Barney Fund     
Separate  Account  B
Account  B  Divisions
Changes  Within  Account  B
       
FACTS  ABOUT  THE  CONTRACT
The  Owner
The  Annuitant
The  Beneficiary
Change  of  Owner  or  Beneficiary
Availability  of  the  Contract
Types  of  Contracts
Your  Right  to  Select  or  Change  Contract  Options
Premiums
Making  Additional  Premium  Payments
Crediting  Premium  Payments        
Your  Right  to  Reallocate
Dollar  Cost  Averaging
What  Happens  If  a  Division  Is  Not  Available
Your  Accumulation  Value
Accumulation  Value  in  Each  Division
Measurement  of  Investment  Experience
Cash  Surrender  Value
Surrendering  to  Receive  the  Cash  Surrender  Value
Partial  Withdrawals
Automatic  Rebalancing
Proceeds  Payable  to  the  Beneficiary
Death  Benefit  Options
Reports  to  Owners
When  We  Make  Payments

CHARGES  AND  FEES
Charge  Deduction  Division
Charges  Deducted  from  the  Accumulation  Value
Charges  Deducted  from  the  Divisions
Trust  Expenses

CHOOSING  YOUR  ANNUITIZATION  OPTIONS
Annuitization  of  Your  Contract
Annuity  Commencement  Date  Selection
Frequency  Selection
The  Annuitization  Options
Payment  When  Named  Person  Dies

OTHER  CONTRACT  PROVISIONS
In  Case  of  Errors  in  Application  Information
Contract  Changes  -  Applicable  Tax  Law
Your  Right  to  Cancel  or  Exchange  Your  Contract
Other  Contract  Changes
Group  or  Sponsored  Arrangements
Selling  the  Contract

   REGULATORY  INFORMATION
Voting  Rights
State  Regulation
Legal  Proceedings     

FEDERAL  TAX  CONSIDERATIONS
Introduction
Tax  Status  of  Golden  American
Taxation  of  Non-Qualified  Annuities
IRA  Contracts  and  Other  Qualified  Retirement  Plans
Federal  Income  Tax  Withholding
       
STATEMENT  OF  ADDITIONAL  INFORMATION
Table  of  Contents
       

THIS  PROSPECTUS DOES NOT CONSTITUTE AND 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.

                              DEFINITION OF TERMS
   
ACCOUNT  -  Separate  Account  B.

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

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

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

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

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

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

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

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

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

CHARGE  DEDUCTION  DIVISION - The Division from which all charges are deducted
if  so designated by you. The Charge Deduction Division currently is the Smith
Barney  Money  Market  Division.

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

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

CONTRACT  ANNIVERSARY  -  The  anniversary  of  the  Contract  Date.

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

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

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

CONTRACT  YEAR  -  The  period  between  Contract  anniversaries.

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

DIVISIONS  -  The  investment  options  available  under  Account  B.

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

EXCHANGE  CONTRACTS  -  Contracts issued by insurance companies not affiliated
with  Golden  American.

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 Owner may examine the
Contract  and  return  it  for  a  refund.
       
INDEX  OF INVESTMENT EXPERIENCE - The index that measures the performance of a
Division.

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

ISSUE  AGE  - The Owner's or Annuitant's age on his or her last birthday on or
before  the  Contract  Date.
       
ISSUE  DATE  - The date the Contract is issued at our Customer Service Center.

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

RIDER  -  A  rider  amends the Contract, in certain instances adding benefits.
       
   SPECIALLY  DESIGNATED  DIVISION  -  The Division to which distributions from
a portfolio underlying a Division in which reinvestment is not available will 
be allocated  unless  you  specify  otherwise.  The Specially Designated 
Division currently  is  the  Smith  Barney  Money  Market  Division.    

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

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

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


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

This  summary  is  intended  to provide only a very brief overview of the more
significant  aspects  of  the  Contract.  Further  detail  is provided in this
prospectus  and  in  the  Contract.  The Contract, together with any riders or
endorsements,  constitutes  the entire agreement between you and us and should
be  retained.
   
This  prospectus  has  been  designed  to  provide  you  with  the  necessary
information  to  make a decision on purchasing the Contract. You have a choice
of  investments. We do not promise that your Accumulation Value will increase.
Depending  on  the  investment  experience of the Divisions, your Accumulation
Value,  Cash Surrender Value and death benefit may increase or decrease on any
day.  You  bear  the  investment  risk.    

DESCRIPTION  OF  THE  CONTRACT

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

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

AVAILABILITY
   
We can issue a Contract if both the Annuitant and the Owner are not older than
age  85  and  accept additional premium payments until either the Annuitant or
Owner  reaches  the  Attained  Age  of  85 for non-qualified plans (age 70 for
qualified  plans,  except  for  rollover  contributions).  The minimum Initial
Premium is $5,000 for a non-qualified plan and $1,500 for a qualified plan. We
may  change the minimum initial or additional premium requirements for certain
group  or  sponsored  arrangements.  See  Other  Contract Provisions, Group or
Sponsored  Arrangements.    

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

THE  DIVISIONS
   
Each of the eight Divisions of Account B offered under this prospectus invests
in  a  mutual  fund  portfolio with its own distinct investment objectives and
policies.  Each  Division of Account B invests in a corresponding Portfolio of
the  ESS  Trust,  managed by Equitable Investment Services, Inc. ("EISI"), the
Travelers Fund, managed by Smith Barney Mutual Funds Management Inc. ("SBMFM")
or the Smith Barney Fund, also managed by SBMFM. EISI has retained a Portfolio
Manager  to  manage  the  assets of the Portfolios of the ESS Trust. See Facts
About  the  Company  and  the  Account,  Account  B  Divisions.    

HOW  THE  ACCUMULATION  VALUE  VARIES

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

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

TAKING  PARTIAL  WITHDRAWALS

After  the  Free Look Period, prior to the Annuity Commencement Date and while
the  Contract  is  in  effect,  you  may  take  partial  withdrawals  from the
Accumulation  Value  of  your  Contract.  You  may  elect  in  advance to take
systematic  partial  withdrawals  on a monthly, quarterly, or annual basis. If
you  have an IRA Contract, you may elect IRA partial withdrawals on a monthly,
quarterly  or  annual  basis.
   
Partial  withdrawals  are  subject  to certain restrictions as defined in this
prospectus,  including  a  surrender  charge.  Partial  withdrawals  above  a
specified  percentage of your Accumulation Value may be subject to a surrender
charge.  See  Facts  About  the  Contract,  Partial  Withdrawals.

DOLLAR  COST  AVERAGING

Under  this  program,  you  may  choose  to  have  a  specified  dollar amount
transferred from the Smith Barney Money Market Division to the other Divisions
of  Account B  on  a  monthly  basis  with  the  objective  of  shielding your
investment from  short-term  price fluctuations. See Facts About the Contract,
Dollar Cost Averaging.    

YOUR  RIGHT  TO  CANCEL  THE  CONTRACT

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

YOUR  RIGHT  TO  CHANGE  THE  CONTRACT

The  Contract  may  be changed to another annuity plan subject to our rules at
the time of the change. See Other Contract Provisions, Other Contract Changes.

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

DEDUCTIONS  FOR  CHARGES  AND  FEES
   
We invest the entire amount of the initial and any additional premium payments
in  the  Divisions  you select, subject to certain restrictions we impose. See
Facts  About  the Contract, Restrictions on Allocation of Premium Payments. We
then may deduct an annual Contract fee from your Accumulation Value. See Other
Contract  Provisions,  Charges  and  Fees. We may reduce certain charges under
group  or  sponsored  arrangements.  See  Other  Contract Provisions, Group or
Sponsored Arrangements. Unless you have elected the Charge Deduction Division,
charges are deducted proportionately from all Account B Divisions in which you
are  invested.    

FEDERAL  INCOME  TAXES

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


                                   FEE TABLE

TRANSACTION  EXPENSES
   
     Contingent Deferred Sales Charge(/1/) (imposed as a percentage of premium
payments  withdrawn  upon  excess  partial  withdrawal  or  surrender):(/2/)

<TABLE>
<CAPTION>
<S>                              <C>

         COMPLETE YEARS ELAPSED  SURRENDER
         SINCE PREMIUM PAYMENT   CHARGE

                     0                   7%
                     1                   7%
                     2                   6%
                     3                   5%
                     4                   4%
                     5                   3%
                     6                   1%
                     7+                  0%
</TABLE>



Excess  Allocation  Charge                $0(/3/)

ANNUAL  CONTRACT  FEES:

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

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

<TABLE>
<CAPTION>
                                       STANDARD         ANNUAL RATCHET
                                    DEATH BENEFIT   ENHANCED DEATH BENEFIT
                                    --------------  -----------------------
<S>                                 <C>             <C>

Mortality and Expenses Risk Charge           1.10%                    1.25%
Asset Based Administrative Charge            0.15%                    0.15%
                                    --------------  -----------------------

Total Separate Account Expenses              1.25%                    1.40%
</TABLE>



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

<TABLE>
<CAPTION>



                                                OTHER        TOTAL
                                 FEES (/5)  EXPENSES (/6)  EXPENSES
                                 ---------  -------------  ---------
<S>                              <C>        <C>            <C>


OTC, Research, and Total Return
    Portfolios:                      0.80%          0.40%      1.20%
</TABLE>



TRAVELERS  FUND  INC.'S  ANNUAL  EXPENSES
(as  a  percentage  of  the  average  daily  net  assets  of  a  Portfolio)

<TABLE>
<CAPTION>



                                              MANAGEMENT     OTHER    TOTAL ANNUAL
                                                 FEES      EXPENSES     EXPENSES
                                              -----------  ---------  -------------
<S>                                           <C>          <C>        <C>

Smith Barney Income and Growth Portfolio            0.65%      0.08%          0.73%
Smith Barney International Equity Portfolio         0.90       0.20           1.10 
Smith Barney High Income Portfolio                  0.60       0.24           0.84 
Smith Barney Money Market Portfolio(/7)             0.60       0.14           0.74 
</TABLE>



SMITH  BARNEY  FUND'S  ANNUAL  EXPENSES
(as  a  percentage  of  the  average  daily  net  assets  of  a  Portfolio)

<TABLE>
<CAPTION>



                        MANAGEMENT     OTHER    TOTAL ANNUAL
                           FEES      EXPENSES     EXPENSES
                        -----------  ---------  -------------
<S>                     <C>          <C>        <C>

Appreciation Portfolio      0.75%      0.10%        0.85%
</TABLE>



     (1) We also deduct a charge for premium taxes (which can range from 0% to
3.5%  of  premium) from your Accumulation Value upon surrender, excess partial
withdrawals  or  on  the  Annuity  Commencement  Date.  See  Premium  Taxes.

     (2)  For  purposes  of  calculating  the  surrender charge for the excess
partial  withdrawal,  (i)  we  treat  premium payments as being withdrawn on a
first-in  first-out basis, and (ii) amounts withdrawn which are not considered
an  excess  partial  withdrawal are not treated as a withdrawal of any premium
payments.  See  Charges Deducted from the Accumulation Value, Surrender Charge
for  Excess  Partial  Withdrawals.

     (3) We reserve the right to impose a charge in the future at a maximum of
$25  for  each  allocation  change  in excess of twelve per Contract Year. See
Excess  Allocation  Charge.

     (4)  See  Facts  About  the  Contract,  Death  Benefit  Options,  for  a
description  of  the  Contract's  Standard and Enhanced Death Benefit Options.

     (5) Prior to October 6, 1995, EISI waived its management fee for the OTC,
Research,  and  Total  Return  Portfolios.

     (6) 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 their average daily net assets. This reimbursement
agreement  commenced  February  3,  1997.  Prior  to  February  3,  1997, EISI
reimbursed  the  Portfolios  for  all operating expenses, excluding management
fees,  that  exceeded  0.75%  of  their  average  daily  net  assets.  This
reimbursement  is  voluntary and can be terminated at any time. In the absence
of  such reimbursement agreement, Other Expenses would have been 1.72%, 1.68%,
and 1.56%, respectively, for the OTC, Research and Total Return Portfolios for
the  year  ended  December  31,  1995.

     (7)  Smith  Barney  Mutual  Funds  Management Inc., the Fund's investment
manager,  waived  part  of  its Management Fees for the year ended October 31,
1996  for  the  Smith Barney Money Market Portfolio such that the actual total
annual  expenses  charged  in 1996 was 0.65%. This voluntary fee waiver can be
terminated  at  any  time.

EXAMPLES:

The examples do not take into account any deduction for premium taxes. Premium
taxes  currently  range  from  0%  to  3.5%  of premium payments. There may be
surrender  charges  if you choose to annuitize within the first three Contract
Years.

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

<TABLE>
<CAPTION>
                                    ONE     THREE    FIVE      TEN
                                    YEAR    YEARS    YEARS    YEARS
<S>                                <C>     <C>      <C>      <C>

OTC                                $97.11  $143.18  $181.81  $300.42
Research.                          $97.11  $143.18  $181.81  $300.42
Total Return                       $97.11  $143.18  $181.81  $300.42
Smith Barney Income and Growth     $92.41  $129.04
Smith Barney International Equity  $96.11  $140.19
Smith Barney High Income           $93.51  $132.37
Smith Barney Money Market          $92.51  $129.35
Appreciation                       $93.61  $132.67
</TABLE>



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

<TABLE>
<CAPTION>
                                    ONE    THREE    FIVE      TEN
                                    YEAR   YEARS    YEARS    YEARS
<S>                                <C>     <C>     <C>      <C>

OTC                                $27.11  $83.18  $141.81  $300.42
Research.                          $27.11  $83.18  $141.81  $300.42
Total Return                       $27.11  $83.18  $141.81  $300.42
Smith Barney Income and Growth     $22.41  $69.04
Smith Barney International Equity  $26.11  $80.19
Smith Barney High Income           $23.51  $72.37
Smith Barney Money Market          $22.51  $69.35
Appreciation                       $23.61  $72.67
</TABLE>



The  purpose  of  the  Fee Table is to assist you in understanding the various
costs  and expenses that you will bear directly or indirectly. For purposes of
computing  the  annual  per Contract administrative charge, the dollar amounts
shown  in  the  examples  are  based  on  an  Initial  Premium  of  $50,000.

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

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

                   CONDENSED FINANCIAL AND OTHER INFORMATION

No  condensed  financial  information  is  presented  because  the  Divisions
available  in  connection with the Contracts offered by this propsectus became
available  for  investment  on  September  3,  1996  with  respect  to the OTC
Division, January 20, 1997 with respect to the Research and OTC Divisions, and
as  of the date of this prospectus with respect to the Smith Barney Income and
Growth,  Smith  Barney  International  Equity, Smith Barney High Income, Smith
Barney  Money  Market  and  Appreciation  Divisions.

FINANCIAL  STATEMENTS

The  audited  financial  statements  of Separate Account B for the years ended
December  31,  1995,  1994 and 1993 (as well as the auditors' report thereon),
the  unaudited financial statements of Separate Account B for the period ended
September 30, 1996, 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, 1995, 1994 and 1993 (as well as the auditors' report
thereon)  are  also  contained  in the Statement of Additional Information. In
addition,  the  unaudited  September  30,  1996 financial statements of Golden
American  prepared in accordance with generally accepted accounting principles
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 Smith Barney Money Market Division, the yield of
the  remaining  Divisions, and the total return of all Divisions may appear in
reports  and  promotional  literature  to  current  or  prospective  Owners.

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

For  the  remaining  Divisions,  quotations  of  yield  will  be  based on all
investment  income  per  unit  (Accumulation  Value  divided  by  the index of
investment experience, see Facts About the Contract, Measurement of Investment
Experience,  Index  of  Investment  Experience and Unit Value) earned during a
given  30day  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 surrender charge, the administrative charge and
the  applicable  mortality  and  expense  risk  charge.  See Charges and Fees.
Quotations  of total return may simultaneously be shown for other periods that
do  not  take  into account certain contractual charges, such as the surrender
charge.    

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

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

                                 INTRODUCTION
   
FACTS  ABOUT  THE  COMPANY  AND  THE  ACCOUNT

The  following  information  describes  the  Contract and Account B. Account B
invests  in  mutual  fund  portfolios  of  the  Trusts.    

GOLDEN  AMERICAN

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

Equitable  of Iowa is the holding company for Equitable Life Insurance Company
of Iowa, USG Annuity & Life Company, Locust Street Securities, Inc., Equitable
Investment  Services,  Inc.  ("EISI"),  Equitable  of Iowa Securities Network,
Inc.,  EIC  Variable,  Inc.,  Directed  Services,  Inc.  ("DSI"),  and  Golden
American.
   
As  of September 30, 1996, Equitable of Iowa had over $11.9 billion in assets.

THE  ESS  TRUST,  THE  TRAVELERS  FUND  AND  THE  SMITH  BARNEY  FUND

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

The  Travelers  Fund  is  an open-end management investment company underlying
certain  variable  annuity  and  variable  life  insurance contracts. Prior to
September  3,  1996,  it  was known as Smith Barney/Travelers Series Fund Inc.

The  Smith  Barney  Fund  is  a  diversified,  open-end  management investment
company.

Shares  of the Travelers Fund and Smith Barney Fund are issued and redeemed in
connection  with  investments  in  and payments under certain variable annuity
contracts  and  variable  life  insurance  policies  of various life insurance
companies  which  may  or  may not be affiliated. The Funds do not foresee any
disadvantage  to  Owners  arising out of the fact that they offer their shares
for  products  offered  by  life insurance companies which are not affiliated.
Nevertheless,  the  Boards  of Trustees of the Travelers Fund and Smith Barney
Fund intend to monitor events in order to identify any material irreconcilable
conflicts  which  may  possibly  arise  and  to determine what action, if any,
should  be taken in response thereto. If such a conflict were to occur, one or
more insurance company separate accounts might withdraw its investments in the
Travelers  Fund and Smith Barney Fund. An irreconcilable conflict might result
in  the withdrawal of a substantial amount of a Portfolio's assets which could
adversely  affect  such  Portfolio's  net  asset  value  per  share.

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

SEPARATE  ACCOUNT  B

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

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

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

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

ACCOUNT  B  DIVISIONS
   
Account  B  is  divided  into Divisions. Currently, each Division of Account B
offered  under  this  prospectus  invests in a Portfolio of the ESS Trust, the
Travelers  Fund  or  the Smith Barney Fund. EISI serves as the Manager to each
Portfolio  of  the ESS Trust and SBMFM serves as the manager to each Portfolio
of  both  the  Travelers  Fund  and  the  Appreciation  Portfolio of the Smith
Barney Fund. EISI has retained a Portfolio  Manager  to  manage  the assets of
the Portfolios of the ESS Trust. EISI (not the ESS Trust) pays  the  Portfolio
Manager a  monthly  fee  for  managing  the  assets of the Portfolios. See the
Trusts'   prospectuses  for  details.  There  may  be  restrictions  on the
availability and/or the amount of the allocation to certain  Divisions  based
on  state  laws  and  regulations.  The  investment objectives  of the various
Portfolios in the Trusts are described below. There is  no  guarantee that any
Portfolio  will  meet its investment objectives. Meeting  objectives   depends
on various factors, including, in certain cases, how  well  the  portfolio
managers anticipate  changing  economic and market conditions.  Account B also
has other Divisions investing in other portfolios which  are not available to
the  Contract  described  in  this prospectus.

Each  Trust  pays  its  respective  Manager  for  its  services a fee, payable
monthly,  based  on  the  annual  rates of the average daily net assets of the
Portfolio  as  shown  in the Fee Table. In addition, EISI pays its manager for
its  services a fee, payable monthly, based on the annual rates of the average
daily  net  assets  of  the  Portfolios  shown  in  the  table  below.

<TABLE>
<CAPTION>
<S>                                          <C>

THE ESS TRUST

Portfolios                                   Fees
- -------------------------------------------  -----------------------------------------

OTC, Research, and Total Return Portfolios:  0.80% of first $300 million;
                                             0.55% of amount in excess of $300 million
</TABLE>



The  following  Divisions  invest  in a designated Portfolio 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

The  following  Divisions  invest  in  a designated Portfolio of the Travelers
Fund.

SMITH  BARNEY  INCOME  AND  GROWTH  DIVISION
SMITH  BARNEY  INCOME  AND  GROWTH  PORTFOLIO
OBJECTIVE
     Current  income  and  long-term  growth  of  income  and  capital.
INVESTMENTS
     Investment  primarily  in  common  stocks  offering a current return from
dividends  and  interest-paying  debt  obligations and high-quality short-term
debt  obligations.

SMITH  BARNEY  INTERNATIONAL  EQUITY  DIVISION
SMITH  BARNEY  INTERNATIONAL  EQUITY  PORTFOLIO
OBJECTIVE
     Total  return  on  its  assets  from  growth  of  capital  and  income.
INVESTMENTS
     Diversified  portfolio  of  equity  securities  of  established  non-U.S.
issuers.

SMITH  BARNEY  HIGH  INCOME  DIVISION
SMITH  BARNEY  HIGH  INCOME  PORTFOLIO
OBJECTIVE
     High  current  income.
INVESTMENTS
     High-yielding  corporate  debt  obligations  and  preferred  stock.  In
addition,  the  Portfolio may invest up to 20% of its assets in the securities
of foreign issuers that are denominated in currencies other than U.S. dollars.

SMITH  BARNEY  MONEY  MARKET  DIVISION
SMITH  BARNEY  MONEY  MARKET  PORTFOLIO
OBJECTIVE
     Maximum  current  income  and  preservation  of  capital.
INVESTMENTS
     Bank obligations and high quality commercial paper, corporate obligations
and  municipal  obligations  in  addition  to  U.S.  government securities and
related  repurchase  agreements.

The  following  Division invests in a designated Portfolio of the Smith Barney
Fund.

APPRECIATION  DIVISION
APPRECIATION  PORTFOLIO
OBJECTIVE
     Long-term  appreciation  of  capital.
INVESTMENTS
     Primarily  in  equity  and equity-related securities that are believed to
afford  attractive  opportunities  for  appreciation.    

CHANGES  WITHIN  ACCOUNT  B

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

When  permitted  by  law,  We  reserve  the  right  to:

     (1)  deregister  Account  B  under  the  1940  Act;

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

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

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

     (5)  combine  Account  B  with  other  accounts.
       
                           FACTS ABOUT THE CONTRACT

THE  OWNER

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

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

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

THE  ANNUITANT

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

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

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

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

THE  BENEFICIARY

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

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

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

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

CHANGE  OF  OWNER  OR  BENEFICIARY

During  the Annuitant's lifetime and while your Contract is in effect, you may
transfer  ownership  of  the  Contract  (if  purchased  in  connection  with a
nonqualified plan) subject to our published rules at the time of the change. A
change  in  Ownership  may  affect  the  amount  of  the death benefit and the
guaranteed  death benefit. You may also change the Beneficiary. To make either
of  these  changes,  you  must  send us written notice of the change in a form
satisfactory  to  us.  The change will take effect as of the day the notice is
signed.  The  change  will  not  affect any payment made or action taken by us
before  recording  the  change at our Customer Service Center. See Federal Tax
Considerations,  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
connection  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 may require distributions to
commence  not later than April 1st of the calendar year following the calendar
year  in which you attain age 70 1/2. For both Individual Retirement Annuities
and  individual  retirement  accounts,  the minimum Initial Premium is $1,500.

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

     NON-QUALIFIED  CONTRACTS

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

YOUR  RIGHT  TO  SELECT  OR  CHANGE  CONTRACT  OPTIONS

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

PREMIUMS
   
You  purchase  the Contract with an Initial Premium. After the end of the Free
Look  Period,  you may make additional premium payments. See Making Additional
Premium  Payments.  The  minimum Initial Premium is $5,000 for a non-qualified
Contract  and  $1,500  for  a  qualified  Contract.    

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

     QUALIFIED  PLANS

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

     WHERE  TO  MAKE  PAYMENTS

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

MAKING  ADDITIONAL  PREMIUM  PAYMENTS

You  may  make  additional  premium  payments  after  the end of the Free Look
Period.  We  can accept additional premium payments until either the Annuitant
or  Owner  reaches  the  Attained  Age  of  85  under non-qualified plans. For
qualified  plans,  no  contributions  may  be  made to an IRA Contract for the
taxable  year  in  which  you  attain  age  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  if  accompanied  by  information  sufficient  to permit us to
determine if we are able to issue a Contract. We may retain an Initial Premium
for up to five business days while attempting to obtain information sufficient
to  enable  us  to  issue  the Contract. If we are unable to do so within five
business  days,  the applicant or enrollee will be informed of the reasons for
the  delay  and  the  Initial  Premium will be returned immediately unless the
applicant  or  enrollee consents to our retaining the Initial Premium until we
have  received the information we require. Thereafter, all additional premiums
will  be  accepted  on  the  day  received.
   
We  will also accept, by agreement with broker-dealers, transmittal of initial
and  additional  premium  payments by wire order from the broker-dealer to our
Customer  Service  Center.  Such  transmittals  must  be  accompanied  by  a
simultaneous  telephone  facsimile  or  other  electronic  data  transmission
containing  the  essential  information  we  require  to  open  an account and
allocate  the premium payment. Contact our Customer Service Center to find out
about  state  availability  and  broker-dealer  requirements.    

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

On  the date we receive and accept your initial or additional premium payment:
   
     (1) We allocate the Initial Premium among the Divisions according to your
instructions,  subject  to any restrictions. See Restrictions on Allocation of
Premium Payments. For additional premium payments, the Accumulation Value will
in crease 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 your applicable death benefit.
When  an additional premium payment is made, we increase your applicable death
benefit  in  accordance  with  the  death  benefit  option  in effect for your
Contract.
   
Following  receipt and acceptance of the wire order and accompanying data, and
investment  of  the  premium payment, we will follow one of the two procedures
set  forth  below.  The  one  we follow is determined by the procedures of the
broker-dealer  which  submitted  the  wire  order.

     (1)  We  will  issue  the  Contract.  However, until we have received and
accepted  a  properly completed application or enrollment form, we reserve the
right to rescind the Contract. If the form is not received within fifteen days
of  receipt of the premium payment, we will refund the Accumulation Value plus
any  charges  we  deducted,  and  the  Contract  will  be  voided.    

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

YOUR  RIGHT  TO  REALLOCATE
   
You  may  reallocate your Accumulation Value among the Divisions at the end of
the  free  look  period.  We  currently  do not assess a charge for allocation
changes  made during a Contract Year. We reserve the right, however, to assess
a $25 charge for each allocation change after the twelfth allocation change in
a  Contract Year. We require that each reallocation of your Accumulation Value
equal  at  least  $250  or,  if  less, your entire Accumulation Value within a
Division.  We  reserve  the right to limit, upon notice, the maximum number of
reallocations you may make within a Contract Year. In addition, we reserve the
right  to  defer  the  reallocation  privilege  at  any  time we are unable to
purchase  or  redeem shares of the Trusts. We also reserve the right to modify
or  terminate  your right to reallocate your Accumulation Value at any time in
accordance  with  applicable  law.  To  make  a  reallocation change, you must
provide  us  with  satisfactory  notice  at  our  Customer  Service  Center.

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

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

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

DOLLAR  COST  AVERAGING
   
If  you  have at least $10,000 of Accumulation Value in the Smith Barney Money
Market  Division  you may elect the dollar cost  averaging  program  and  have
a specified dollar amount transferred from such Division on a  monthly  basis.
    
The  main  objective  of  dollar  cost  averaging is to attempt to shield your
investment from short-term price fluctuations. Since the same dollar amount is
transferred  to  other  Divisions  each  month,  more units are purchased in a
Division  if  the  value  per  unit is low and less units are purchased if the
value  per  unit  is  high.

Therefore,  a  lower than average value per unit may be achieved over the long
term.  This  plan  of  investing  allows investors to take advantage of market
fluctuations  but  does  not  assure  a  profit  or  protect against a loss in
declining  markets.
   
Dollar  cost averaging may be elected at issue or at a later date. The minimum
amount  that  may  be transferred each month is $250. The maximum amount which
may  be  transferred  is  equal to your Accumulation Value in the Smith Barney
Money  Market  Division  when  you  elect  the  dollar cost averaging program,
divided  by  12.

The  transfer  date  will  be the same calendar day each month as the Contract
Date.  The  dollar  amount will be allocated to the Divisions in which you are
invested  in proportion to your Accumulation Value in each Division unless you
specify  otherwise. If, on any transfer date, your Accumulation Value is equal
to  or  less  than the amount you have elected to have transferred, the entire
amount  will  be  transferred  and  the  program  will end. You may change the
transfer  amount  once  each  Contract Year, or cancel this program by sending
satisfactory  notice to our Customer Service Center at least seven days before
the next transfer date. Any allocation under this program will not be included
in  determining  if  the  excess  allocation  charge  will  apply.    

WHAT  HAPPENS  IF  A  DIVISION  IS  NOT  AVAILABLE

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

YOUR  ACCUMULATION  VALUE

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

ACCUMULATION  VALUE  IN  EACH  DIVISION

     ON  THE  CONTRACT  DATE

     On  the  Contract  Date,  your  Accumulation  Value  is allocated to each
Division  as  you  have  specified.  See Your Right to Cancel or Exchange Your
Contract.    

     ON  EACH  VALUATION  DATE

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

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

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

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

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


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

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

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

        (a)any  Contract  fees;  and

        (b)any  charge  for  premium  taxes.

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

MEASUREMENT  OF  INVESTMENT  EXPERIENCE

     INDEX  OF  INVESTMENT  EXPERIENCE  AND  UNIT  VALUE
        
     The  investment  experience of a Division is determined on each Valuation
Date.  We use an index to measure changes in each Division's experience during
a Valuation Period. We set the index at $14.64, $16.43 and $13.76 for the OTC,
Research  and  Total Return Divisions, respectively. The index for the rest of
the  Divisions was set at $10. The index for a current Valuation Period equals
the  index  for  the  preceding  Valuation Period multiplied by the experience
factor  for  the  current  Valuation  Period.    

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

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

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

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

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

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

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

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

     NET  RATE  OF  RETURN  FOR  A  DIVISION

     The  net  rate  of return for a Division during a valuation period is the
experience  factor  for  that  Valuation  Period  minus  one.

CASH  SURRENDER  VALUE

     Your Contract's Cash Surrender Value fluctuates daily with the investment
results  of  the  Divisions.  We  do  not guarantee any minimum Cash Surrender
Value.  On any date before the Annuity Commencement Date while the Contract is
in  effect,  the  cash  surrender  value  is  calculated  as  follows:    

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

     (2)  We  deduct  from (1) any surrender charge and any charge for premium
taxes;  and
        
     (3)  We deduct from (2) any charges incurred  but not yet deducted.    

SURRENDERING  TO  RECEIVE  THE  CASH  SURRENDER  VALUE

     The  Contract  may  be  surrendered  by  the  Owner at any time while the
Annuitant  is  living  and  before  the  Annuity  Commencement  Date.

     A  surrender  will  be effective on the date your written request and the
Contract are received at our Customer Service Center. The Cash Surrender Value
is  determined and all benefits under the Contract will then be terminated, as
of that date. You may receive the Cash Surrender Value in a single sum payment
or  apply  it  under  one or more Annuity Options. See The Annuity Options. We
will  usually  pay the Cash Surrender Value within seven days but we may delay
payment.  See  When  We  Make  Payments.

PARTIAL  WITHDRAWALS
   
     Prior to the Annuity Commencement Date, while the Annuitant is living and
the  Contract  is  in  effect,  you  may  take  partial  withdrawals  from the
Accumulation  Value  by  sending  satisfactory  notice to our Customer Service
Center.  Unless you specify otherwise, the amount of the withdrawal, including
any  surrender  charge,  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.  The  maximum  amount  you  may  withdraw  each  Contract  Year without
incurring  a surrender charge is 15% of your Accumulation Value. See Surrender
Charge  for Excess Partial Withdrawals. Partial withdrawals may not be repaid.
A  partial  withdrawal  request  for  an  amount  in excess of 90% of the Cash
Surrender  Value  will  be  treated  as  a  request to surrender the Contract.
   
     CONVENTIONAL  PARTIAL  WITHDRAWAL  OPTION

     After  the  Free  Look  Period,  you  may  take  conventional  partial
withdrawals.  The minimum amount you may withdraw under this option is $1,000.
    
     SYSTEMATIC  PARTIAL  WITHDRAWAL  OPTION

     This  option may be elected at the time you apply for a Contract, or at a
later  date. This option may be elected to commence in a Contract Year where a
conventional partial withdrawal has been taken. However, it may not be elected
while  the  IRA  Partial  Withdrawal  Option  is  in  effect.
   
     You  may  choose  to receive systematic partial withdrawals on a monthly,
quarterly, or annual  basis from your Accumulation Value in the Divisions. The
commencement of payments under this option may not be elected to start  sooner
than  28  days  after  the Contract Issue Date. You select  the  date when the
withdrawals will be made but no later than the  28th  day  of the month. If no
date is selected, the withdrawals will be  made on the same  calendar  day  of
each  month  as  the  Contract  Date.    

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

        FREQUENCY                                        MAXIMUM  PERCENTAGE

        Monthly                                                        1.25%
        Quarterly                                                      3.75%
        Annual                                                        15.00%

     If  a  dollar  amount  is  selected  and  the amount to be systematically
withdrawn  would exceed the applicable maximum percentage of your Accumulation
Value  on the withdrawal date, the amount withdrawn will be reduced so that it
equals  such percentage. For example, if a $500 monthly withdrawal was elected
and  on  the withdrawal date 1.25% of the Accumulation Value equaled $300, the
withdrawal  amount  would  be reduced to $300. If a percentage is selected and
the  amount  to  be systematically withdrawn based on that percentage would be
less  than  the minimum of $100, we would increase the amount to $100 provided
it  does  not  exceed  the  maximum  percentage.  If  it  is below the maximum
percentage  we will send the minimum. If it is above the maximum percentage we
will  send the amount and then cancel the option. For example, if you selected
1.0% to be systematically withdrawn on a monthly basis and that amount equaled
$90,  and  since  $100  is less than 1.25% of the Accumulation Value, we would
send  $100.  If  1.0%  equaled  $75,  and since $100 is more than 1.25% of the
Accumulation  Value  we  would  send $75 and then cancel the option. In such a
case,  in  order  to receive systematic partial withdrawals in the future, you
would  be  required  to  submit  a  new notice to our Customer Service Center.
       
     You  may  change  the  amount  or percentage of your withdrawal once each
Contract Year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least seven days prior to the next scheduled
withdrawal  date. However, you may not change the amount or percentage of your
withdrawals  in  any  Contract  Year  during which you have previously taken a
conventional  partial  withdrawal.

     IRA  PARTIAL  WITHDRAWAL  OPTION

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

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

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

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

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

AUTOMATIC  REBALANCING

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

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

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

PROCEEDS  PAYABLE  TO  THE  BENEFICIARY

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

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

     The  Annual  Ratchet Enhanced Death Benefit Option may only be elected at
issue  and  only  if  the  Owner or Annuitant (when the Owner is other than an
individual)  is  age  79  or  younger  at  issue.

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

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

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

     (1)  We take the enhanced death benefit from the prior Valuation Date. On
the Contract Date, the enhanced death benefit is equal to the Initial Premium.
        
     (2)  We add to (1) any additional premiums paid since the prior Valuation
Date  and  subtract  from  (1)  any  partial  withdrawals (including surrender
charges  incurred)  taken  since  the  prior  Valuation  Date.    

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

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

     HOW  TO  CLAIM  PAYMENTS  TO  BENEFICIARY

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

REPORTS  TO  OWNERS

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

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

WHEN  WE  MAKE  PAYMENTS

We  will  generally  pay  death  benefit proceeds and the cash surrender value
within  seven  days  after  our  Customer  Service  Center  receives  all  the
information  needed  to  process  the  payment.

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

    (1)  The  NYSE  is  closed  for  trading;

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

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

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

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

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

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

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

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

                               CHARGES AND FEES

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

CHARGES  DEDUCTED  FROM  THE  ACCUMULATION  VALUE

     We  invest  the  entire  amount of the initial and any additional premium
payments  in  the  Divisions  you select, subject to certain restrictions. See
Restrictions  on  Allocation  of  Premium Payments. We then may deduct certain
amounts  from your Accumulation Value. We may reduce certain fees and charges,
including  any  surrender,  administration,  and  mortality  and  expense risk
charges,  under  group  or  sponsored  arrangements.  See  Group  or Sponsored
Arrangements.  Unless  you have elected the Charge Deduction Division, charges
are  deducted  proportionately  from  all  affected Divisions in which you are
invested.  The  charges  we  deduct  are:    

     SURRENDER  CHARGE

      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 we
receive  and  accept  such premium payment. The percentage of premium payments
deducted  at  the  time of surrender or excess partial withdrawal depends upon
the  number of complete years that have elapsed since that premium payment was
made.  We  determine  the  surrender  charge  as  a percentage of each premium
payment  as  follows:

      COMPLETE  YEARS  ELAPSED                  SURRENDER
       SINCE  PREMIUM  PAYMENT                    CHARGE

                0                                    7%
                1                                    7%
                2                                    6%
                3                                    5%
                4                                    4%
                5                                    3%
                6                                    1%
                7+                                   0%

Subject  to  our  rules and as described in the Contract, the surrender charge
arising  from  a  surrender or excess partial withdrawal will be waived in the
following  events:

      (1)  you begin receiving qualified extended medical care on or after the
first  Contract  anniversary  for  at  least  45  days  during  any continuous
sixty-day  period,  and your request for the surrender or withdrawal, together
with      all  required proof of such qualified extended medical care, must be
received at our Customer Service Center during the term of such care or within
ninety  days  after  the  last  day  upon  which  you  received  such  care.

     (2)  you  are first diagnosed by a qualifying medical professional, on or
after the first Contract Anniversary, as having a Qualifying Terminal Illness.
Written proof of terminal illness, satisfactory to us, must be received at our
Customer  Service  Center. We reserve the right to require an examination by a
physician  of  our  choice.

See your Contract for more information. The waiver of surrender charge may not
be  available  in  all  states.

     SURRENDER  CHARGE  FOR  EXCESS  PARTIAL  WITHDRAWALS
   
     There  is  considered  to be an excess partial withdrawal in any Contract
Year  in  which the amount withdrawn exceeds 15% of your Accumulation Value on
the  date  of  the  withdrawal minus any amount withdrawn during that Contract
Year.  Where you are receiving systematic partial withdrawals, any combination
of  conventional  partial  withdrawals  taken  and  any  systematic  partial
withdrawals  expected  to be received in a Contract Year will be considered in
determining  the  amount  of  the excess partial withdrawal. Such a withdrawal
will  be  considered  a partial surrender of the Contract and we will impose a
surrender charge and any associated premium tax. Such charges will be deducted
from  the  Accumulation  Value in proportion to the Accumulation Value in each
Division  from  which  the  excess  partial withdrawal was taken. In instances
where  the  excess  partial withdrawal equals the entire Accumulation Value in
each  such  Division,  charges will be deducted proportionately from all other
Divisions  in  which  you  are  invested.    

     For  purposes  of calculating the surrender charge for the excess partial
withdrawal,  (i)  we  treat  premium payments as being withdrawn on a first-in
first-out basis, and (ii) amounts withdrawn which are not considered an excess
partial  withdrawal  are  not treated as a withdrawal of any premium payments.
Although  we  treat  premium  payments  as being withdrawn before earnings for
purposes  of  calculating the surrender charge for excess partial withdrawals,
the Federal income tax law treats earnings as withdrawn first. See Federal Tax
Considerations,  Taxation  of  Non-Qualified  Annuities.

     For  example, the following assumes an Initial Premium payment of $10,000
and  additional  premium  payments  of $10,000 in each of the second and third
Contract  Years,  for total premium payments under the Contract of $30,000. It
also assumes a partial withdrawal at the beginning of the fourth Contract Year
of  20%  of  the  Accumulation  Value  of  $35,000.
   
     In this example, $5,250 ($35,000 x .15) is the maximum partial withdrawal
that  may  be  withdrawn  during the Contract Year without the imposition of a
surrender charge. The total partial withdrawal would be $7,000 ($35,000 x .2).
Therefore,  $1,750  ($7,000-$5,250) is considered an excess partial withdrawal
of  a part of the Initial Premium payment of $10,000 and would be subject to a
5%  surrender charge of $87.50 ($1,750 x .05). This example does not take into
account  the  deduction  of  any  premium  taxes.    

     PREMIUM  TAXES

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

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

     ADMINISTRATIVE  CHARGE

     The  administrative  charge  is incurred at the beginning of the Contract
processing  period and deducted at the end of each Contract processing period.
We deduct this charge when determining the Cash Surrender Value payable if you
surrender  the  Contract  prior to the end of a Contract processing period. If
the  Accumulation Value at the end of the Contract processing period equals or
exceeds  $100,000  or the sum of the premiums paid equals or exceeds $100,000,
the  charge  is zero. Otherwise, the amount deducted is $40 per Contract Year.
This  charge  is  to cover a portion of our administrative expenses. See Asset
Based  Administrative  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 Divisions 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. The excess allocation charge is set at a
level  that  is  not  designed  to  produce  profit for Golden American or any
affiliate.  Any  allocations  or  transfers due to the election of dollar cost
averaging  and  reallocation under the provision What Happens if a Division is
Not  Available  will  not  be included in determining if the excess allocation
charge  should  apply.    

CHARGES  DEDUCTED  FROM  THE  DIVISIONS

     MORTALITY  AND  EXPENSE  RISK  CHARGE
        
     The  amount of the mortality and expense risk charge depends on the death
benefit  option  that  is  in  effect. If the Standard Death Benefit Option is
in  effect,  the  charge  is  equivalent,  on  an annual basis, to 1.10% of the
assets in  each  Division. The charge is deducted on each Valuation Date at the
rate of  .003030%  for  each day in the Valuation Period. Approximately .75% is
allocated to  the  mortality risk and .35% is allocated to the expense risk. If
the Annual Ratchet Death Benefit Option is in effect, the charge is equivalent,
on an annual  basis,  to  1.25%  of  the assets in each Division. The charge is
deducted on  each  Valuation Date at  the  rate of .003446% for each day in the
Valuation Period.  For the  Annual  Ratchet  approximately  .90%  is  allocated
to the mortality  risk.    

     This  charge will compensate us for mortality and expense risks we assume
under  the  Contract. We will realize a gain from this charge to the extent it
is not needed to provide for benefits and expenses under the Contract. We will
use  any  gain  for  any  lawful  purpose  including  any shortfalls on paying
distribution  expenses.

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

     This  asset  based  administrative  charge plus the administrative charge
above will not exceed the cost of the services to be provided over the life of
the  Contract.

TRUST  EXPENSES
   
     There are fees and charges deducted from each Portfolio of the ESS Trust,
the Travelers Fund and the Smith Barney Fund. Please read the respective Trust
prospectus  for  details.    

                      CHOOSING YOUR ANNUITIZATION OPTIONS

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

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

     The  minimum  monthly annuity income payment that we will make is $20. We
may  require  that  a  single sum payment be made if the Accumulation Value is
less  than  $2,000 or if the calculated monthly annuity income payment is less
than  $20.
   
     For  each  option  we will issue a separate written agreement putting the
option  into effect. Before we pay any annuity benefits, we require the return
of  the  Contract.  If  your  Contract has been lost, we will require that you
complete  and return the applicable Contract form. Various factors will affect
the  level  of  annuity  benefits  including  the  Annuity  Option chosen, the
applicable  payment  rate used and the investment results of the Divisions in
which the Accumulation Value has been  invested.    

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

     Our  approval  is  needed  for  any  option  where:

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

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

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

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


FREQUENCY  SELECTION

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

THE  ANNUITIZATION  OPTIONS

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

     OPTION  1.  INCOME  FOR  A  FIXED  PERIOD

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

     OPTION  2.  INCOME  FOR  LIFE

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

     OPTION  3.  JOINT  LIFE  INCOME

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

     OPTION  4.  ANNUITY  PLAN

     An  amount  can be used to buy any single premium annuity we 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  option  1,  or  any  remaining guaranteed payments under option 2,
payments  will  be  continued. Under options 1 and 2, the discounted values of
the  remaining  guaranteed payments may be paid in a single sum. This means we
deduct the amount of the interest each remaining guaranteed payment would have
earned  had  it  not  been paid out early. The discount interest rate is never
less  than  3% for option 1 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 CONTRACT PROVISIONS

IN  CASE  OF  ERRORS  IN  APPLICATION  INFORMATION

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

     SENDING  NOTICE  TO  US

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

     ASSIGNING  THE  CONTRACT  AS  COLLATERAL

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

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

     NON-PARTICIPATING

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

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

CONTRACT  CHANGES  -  APPLICABLE  TAX  LAW

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

YOUR  RIGHT  TO  CANCEL  OR  EXCHANGE  YOUR  CONTRACT

     CANCELLING  YOUR  CONTRACT
   
     You  may  cancel your Contract within your Free Look Period, which is ten
days  after  you  receive  your  Contract.  For  purposes of administering our
allocation  and  administrative  rules,  we deem this period to expire 15 days
after  the  Contract  is  mailed to you. Some states may require a longer Free
Look  Period. If you decide to cancel, you may mail or deliver the Contract to
our  Customer  Service  Center. We will refund the Accumulation Value plus any
charges we deducted, and the Contract will be voided as of the date we receive
the  Contract  and  your request. See Facts About the Contract, Measurement of
Investment  Experience,  Index  of  Experience  and  Unit  Value.    

     EXCHANGING  YOUR  CONTRACT

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

OTHER  CONTRACT  CHANGES

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

GROUP  OR  SPONSORED  ARRANGEMENTS

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

     Our  costs  for  sales, administration, and mortality generally vary with
the  size  and  stability  of the group among other factors. We take all these
factors  into account when reducing charges. To qualify for reduced charges, a
group  or  sponsored arrangement must meet certain requirements, including our
requirements  for  size  and  number of years in existence. Group or sponsored
arrangements  that  have been set up solely to buy Contracts or that have been
in  existence  less  than  six  months  will  not qualify for reduced charges.
We will make these and any similar reductions according to our rules in effect
when  an  application  or  enrollment  form for a Contract is approved. We may
change  these  rules  from  time  to time. Any variation in the administrative
charge  will reflect differences in costs or services and will not be unfairly
discriminatory.

SELLING  THE  CONTRACT

     DSI  is  principal underwriter and distributor of the Contract as well as
for  other  Contracts  issued through Account B and other separate accounts of
Golden  American.  We  pay  DSI  for  acting  as principal underwriter under a
distribution  agreement.  The  offering  of  the  Contract will be continuous.
   
     Commissions  will  be  paid  to  broker-dealers  who  sell  the Contract.
Broker-dealers  will  be  paid commissions, up to an amount currently equal to
7.75% of premium payments, for promotional or distribution expenses associated
with the marketing of the Contract. Golden American may, by agreement with the
broker-dealer, pay commissions as a combination of a certain percentage amount
at  the  time of sale and a trail commission (which when combined could exceed
7.75% of premiums).  In addition, under certain circumstances, Golden American
may pay certain sellers production bonuses which will take into account, among
other  things,  the  total  premium  payments  which  have been made under the
Contract  associated with the broker-dealer. Additional payments or allowances
may  be  made  for  other  services  not  directly  related to the sale of the
Contract.    

                            REGULATORY INFORMATION

VOTING  RIGHTS

    ACCOUNT  B

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

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

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

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

LEGAL  PROCEEDINGS

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

INTRODUCTION

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

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

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

TAXATION  OF  NON-QUALIFIED  ANNUITIES

     TAX  DEFERRAL  DURING  ACCUMULATION  PERIOD

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

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

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

     The  ownership rights under the Contract are similar to, but different in
certain  respects  from, those described by the IRS in rulings in which it was
determined  that contract owners were not owners of the assets of a segregated
asset  account. For example, the owner of this Contract has the choice of more
investment options to which to allocate purchase payments and the Accumulation
Value,  and  may be able to transfer among investment options more frequently,
than  in  such  rulings.  These  differences  could  result in the owner being
treated  as  the  owner  of  all  or a portion of the as sets 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 re serves the right to modify the Contract
as  necessary  to attempt to prevent Contract owners from being considered the
owners  of  the  assets of Account B. However, there is no assurance that such
efforts  would  be  successful.

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

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

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

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

     TAXATION  OF  PARTIAL  WITHDRAWALS  AND  SURRENDERS

     In  the  case  of  a partial withdrawal prior to the annuity commencement
date,  amounts  received  generally are includible in income to the extent the
owner's  cash value (determined without regard to any surrender charge, within
the  meaning  of  the  tax  law)  before  the  surrender  exceeds  his  or her
"investment  in  the contract." In the case of a surrender of the Contract for
the  cash  surrender  value,  amounts received are includible in income to the
extent  they  exceed the "investment in the contract." For these purposes, the
investment  in  the  Contract  at  any  time  equals  the total of the premium
payments  made  under  the  Contract to that time (to the extent such payments
were  neither deductible when made nor excludable from income as, for example,
in  the  case  of certain contributions to IRAs and other qualified retirement
plans)  less  any amounts previously received from the Contract which were not
includible  in  income.

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

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


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

     TAXATION  OF  ANNUITY  PAYMENTS

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

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

     If  any  amount is constructively received, within the meaning of the tax
law,  from  a contract (which may occur when a death benefit becomes payable),
such  amount  will be treated as a partial withdrawal or surrender for federal
income  tax  purposes  unless  it is applied under an annuity option within 60
days  after  the  time  when  such  amount was constructively received. In any
event,  however,  payments  must  comply  with  applicable  Federal  tax  law
distribution  requirements.

     TAXATION  OF  DEATH  BENEFIT  PROCEEDS

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

     ASSIGNMENTS,  PLEDGES,  AND  GRATUITOUS  TRANSFERS

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

     SECTION  1035  EXCHANGES

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

     PENALTY  TAX  ON  PREMATURE  DISTRIBUTIONS

     Where  a  contract  has  not  been issued as an IRA or in connection with
another qualified retirement plan, there generally is a 10% penalty tax on the
taxable  amount  of  any  payment from the contract unless the payment is: (a)
received  on  or  after  the owner reaches age 59 1/2; (b) attributable to the
owner's  becoming  disabled  (as defined in the tax law); (c) made on or after
the  death of the owner or, if the owner is not an individual, on or after the
death  of  the  primary  annuitant  (as defined in the tax law); (d) made as a
series  of  substantially  equal  periodic  payments (not less frequently than
annually)  for  the  life (or life expectancy) of the owner or the joint lives
(or  joint  life  expectancies)  of the owner and a designated beneficiary (as
defined  in the tax law), or (e) made under a contract purchased with a single
purchase payment when the annuity starting date (as defined in the tax law) is
no  later  than  a  year from purchase of the contract and substantially equal
periodic  payments  are  made,  not  less frequently than annually, during the
annuity  period.
   
     In the case of systematic partial withdrawals, it is unclear whether such
withdrawals  will qualify for exception (d) above. (For reporting purposes, we
currently  treat  such  withdrawals  as  if  they  do  not  qualify  for  this
exception).  In  addition,  if  withdrawals  are  of  interest  amounts  only,
exception  (d)  will  not  apply.    

     AGGREGATION  OF  CONTRACTS

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

IRA  CONTRACTS  AND  OTHER  QUALIFIED  RETIREMENT  PLANS

     IN  GENERAL

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

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

     INDIVIDUAL  RETIREMENT  ANNUITIES

     As  indicated  above, Golden American currently issues the Contract as an
IRA.  If  the  Contract  is  used  for  this  purpose,  the  owner must be the
annuitant.

     Premium Payments. Both the premium payments that may be paid, and the tax
deduction  that  the  owner  may  claim for such premium payments, are limited
under an IRA. In general, the premium payments that may be made for an IRA for
any  year  are  limited  to the lesser of $2,000 or 100% of the owner's earned
income  for  the  year.  Also,  in  the  case  of  an  individual  who  has  a
noncompensated  spouse,  premium  payments  may  be  made  into an IRA for the
benefit  of the spouse. In such a case, however, the premium payments that may
be  made for the spouse's IRA for any year are limited to the lesser of $2,000
or  the  excess  of  (1)  $2,250 (or, if less, 100% of the individual's earned
income)  over (2) the individual's premium payments for his or her own IRA. An
excise  tax  is  imposed  on  IRA  contributions that exceed the law's limits.

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

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

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

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

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

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

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

     OTHER  TYPES  OF  QUALIFIED  RETIREMENT  PLANS

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

     Simple  Incentive  Match Plans for Employees of Small Employers (Simple).
Section  408(p)  of  the  Code allows employers to establish Simple retirement
account  plans  for  its  employees.  The Code permits establishment of a plan
under  which  employees  may  make  contributions pursuant to salary reduction
agreements,  subject  to  limits  as  to amount. These plans may be adopted by
employers  with  no  more  than  100  employees,  if the employer has no other
pension  plan.  Contributions  to  the  plan  by the employer on behalf of the
employees  match  a  percentage  of  the  employees' contributions, subject to
certain  prescribed  limits.  Accounts  established for the employees are IRAs
with  certain added restrictions on premature distributions and contributions.
Employers  intending  to use the contract in connection with such plans should
seek  competent  advice.

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

     Corporate  and  Self-Employed  ("H.R.  10"  or  "Keogh")  Pension  and
Profit-Sharing  Plans. Sections 401(a) and 403(a) of the Code permit corporate
employers  to  establish  various  types  of  tax-favored retirement plans for
employees.  The  Self-Employed  Individuals'  Tax  Retirement  Act of 1962, as
amended,  commonly  referred to as "H.R. 10" or "Keogh," permits self-employed
individuals also to establish such tax-favored retirement plans for themselves
and  their  employees.  Such  retirement  plans may permit the purchase of the
Contract in order to provide benefits under the plans. The contract provides a
death  benefit  that  in  certain  circumstances may exceed the greater of the
premium  payments  and  the Accumulation Value. It is possible that such death
benefit  could  be  characterized  as  an  incidental death benefit. There are
limitations  on  the  amount of incidental benefits that may be provided under
pension  and profit sharing plans. In addition, the provision of such benefits
may result in currently taxable income to participants. Employers intending to
use  the  contract in connection with such plans should seek competent advice.

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

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

    Eligible  Deferred  Compensation  Plans of State and Local Governments and
Tax-Exempt  Organizations.  Section 457 of the Code permits employees of state
and local governments and tax-exempt organizations to defer a portion of their
compensation  without  paying current federal income taxes. The employees must
be  participants  in an eligible deferred compensation plan. To the extent the
contract is used in connection with an eligible plan, the employer as owner of
the contract has the sole right to the proceeds of the contract, until paid or
made  available  to  the  participant  or other recipient, subject only to the
claims of the employer's general creditors. Generally, a contract purchased by
a  state  or local government or a tax-exempt organization will not be treated
as  an  annuity  contract for federal income tax purposes. Those who intend to
use  the contracts in connection with such plans should seek competent advice.

     SIMPLE  SAVINGS  PLANS

     Contracts  funding  Simple plans are subject to the same general rules as
IRAs,  however,  there are several unique differences relating to contribution
limits,  employers  contributions  and  premature  distributions. In addition,
because  this  is an employer sponsored plan, certain Simple plan requirements
are  applicable  to  the  employer  and  not  the  individual  tax  payer.

     Plan  Requirements.  Only  employers  with  no  more  than  100  eligible
employees  may  adopt a Simple plan. Eligible employees are those who have had
at least $5,000 of compensation in the preceding year. The employer may not be
a  plan  sponsor  of  any  other  qualified  plan.

     Employer  Contributions.  The  employer may elect to make non-elective 2%
contributions for each employee or may elect a matching contribution from 1 to
3%  varying  each  year,  subject  to  certain  restrictions.  All  employer
contributions  are  immediately  fully  vested  to  the  employee  when  made.

     Employee  Contributions.  Employee  contributions  of  up  to  $6,000  of
compensation  may  be  made  by eligible employees. All employee contributions
must  be  made by a salary reduction arrangement with their employer. Employee
contributions  may  be  for  any  percent  of  compensation.


     Distributions.  Distributions  from  a  Simple  retirement  account by an
employee  are  subject  to the same rules as IRAs and the following additional
rule. Any amount received from a Simple retirement account during the two year
period  and  employee  first  participated  in  any qualified salary reduction
arrangement  is  subject  to  a  penalty  equal  to  25%  of the amount of the
distribution  in  addition  to  being  fully  taxable.

     DIRECT  ROLLOVERS  AND  FEDERAL  INCOME  TAX  WITHHOLDING  FOR  "ELIGIBLE
ROLLOVER  DISTRIBUTIONS"

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

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

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

FEDERAL  INCOME  TAX  WITHHOLDING

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

                      STATEMENT OF ADDITIONAL INFORMATION

TABLE  OF  CONTENTS                                                       PAGE

INTRODUCTION1
Description  of  Golden  American  Life  Insurance  Company                 1
Safekeeping  of  Assets                                                     1
The  Administrator                                                          1
Independent  Auditors                                                       2
Reinsurance                                                                 2
Distribution  of  Contracts                                                 2
Performance  Information                                                    2
IRA  Partial  Withdrawal  Option                                            7
Other  Information                                                          8
Financial  Statements  of  Separate  Account  B                             8
Financial  Statements  of  The  Managed  Global
  Account  of  Separate  Account  D                                         8

    
    Financial  Statements  of  Golden  American
  Life  Insurance  Company     
Appendix  --  Description  of  Bond  Ratings                               A-1






                 (This  page  has  been  intentionally  left  blank.)



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



PLEASE  SEND  ME  A  FREE  COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE  ACCOUNT  B

                              PLEASE  PRINT  OR  TYPE


                     _____________________________________
                                      NAME

                     _____________________________________
                             SOCIAL  SECURITY  NUMBER

                     _____________________________________
                                 STREET  ADDRESS

                     _____________________________________
                                CITY,  STATE,  ZIP

(IN      GRANITE PRIMELITE      (2/97)




PART B

                       STATEMENT OF ADDITIONAL INFORMATION
                                GRANITE PRIMELITE     


                                   DEFERRED VARIABLE
                                ANNUITY CONTRACT     

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

                                       OF
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY




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

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

                             DATE OF PROSPECTUS AND 
                      STATEMENT OF ADDITIONAL INFORMATION:

                              FEBRUARY 14, 1997     

TABLE OF CONTENTS

ITEM                                                                     PAGE

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
Description of Golden American Life Insurance Company. . . . . . .         1
Safekeeping of Assets. . . . . . . . . . . . . . . . . . . . . . .         1
The Administrator. . . . . . . . . . . . . . . . . . . . . . . . .         1
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . .         2
Distribution of Contracts. . . . . . . . . . . . . . . . . . . . .         2
Performance Information. . . . . . . . . . . . . . . . . . . . . .         2
IRA Partial Withdrawal Option. . . . . . . . . . . . . . . . . . .         7
Other Information. . . . . . . . . . . . . . . . . . . . . . . . .         8
Financial Statements of Separate Account B . . . . . . . . . . . .         8
Financial Statements of The Managed Global Account of Separate 
Account D. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8
    Financial Statements of Golden American Life Insurance Company . .    
Appendix - Description of Bond Ratings . . . . . . . . . . . . . .       A-1


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,
1995, Golden American had over $98.1 million in stockholders' equity and
approximately $1.2 billion in total assets, including approximately $1.05
billion of separate account assets.  On August 13, 1996, Equitable of Iowa
Companies acquired all of the interest in BT Variable, Inc., the corporate
parent of Golden American and Directed Services, Inc. and changed the name
of BT Variable, Inc. to EIC Variable, Inc. ("EIC Variable"). 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)
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 1995 and 1994 were $749,741 and $816,264, respectively.

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


                                 LEGAL MATTERS

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

                                EXPERTS

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

                              INDEPENDENT AUDITORS

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

                            DISTRIBUTION OF CONTRACTS

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 1995, 1994 and 1993, commissions paid by Golden American to DSI 
aggregated $8,440,000, $17,569,000 and $34,260,000, 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 $986,650 for 1995.

                             PERFORMANCE INFORMATION
   
Performance information for the divisions of Account B, including the yield 
and effective yield of the Smith Barney Money Market 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 be 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 Smith Barney Money Market Division will be based on the
change in the value of a hypothetical investment (exclusive of capital changes)
over a particular 7-day period, less a pro-rata share of division expenses
accrued  over that period (the "base period"), and stated as a percentage of
the investment at the start of the base period (the "base period return"). The
base period return is then annualized by multiplying by 365/7, with the 
resulting yield figure carried to at least the nearest hundredth of one 
percent.  Calculation of "effective yield" begins with the same "base period
return" used in the calculation of yield, which is then annualized to reflect
weekly compounding pursuant to the following formula:  

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

There is no current yield and effective yield provided because the Smith Barney
Money Market Division commenced operations as of the date of the Prospectus.

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 valueof an accumulation unit on the last day of
the period, according to the following formula:

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

          Where:
               [a]  equals the net investment income earned during the
                    period by the Portfolio 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 Portfolio in which the Division invests and from 
dividends declared and paid by the Portfolio, which are automatically 
reinvested in shares of the Portfolio.      

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

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

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

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

All total return figures reflect the deduction of the mortality and expense 
risk charge and the administrative charges, but not the deduction of the 
maximum sales load and the annual contract fee.
       
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
Portfolio 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+ ratings mean, in the opinion of A.M. Best, that the insurer has
demonstrated the strongest ability to meet its respective policyholder and 
other contractual obligations.
    
INDEX OF INVESTMENT EXPERIENCE
The calculation of the Index of Investment Experience ("IIE") is discussed in
the prospectus for the Contracts under Measurement of Investment Experience.
The following illustrations show a calculation of a new IIE and the purchase
of Units (using hypothetical examples).  Note that the examples below are
calculated for a Contract issued with the Annual Ratchet Enhanced Death Benefit
Option. The mortality and expense risk charge associated with the Standard
Death Benefit is lower than that used in the examples and would result in
higher IIE's or Accumulation Values.    

<TABLE>
<CAPTION>
     <S>                                                                               <C>
     1.  IIE, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . .         $ 10.00
     2.  Value of securities, beginning of period. . . . . . . . . . . . . . . . . .         $ 10.00
     3.  Change in value of securities . . . . . . . . . . . . . . . . . . . . . . .          $ 0.10
     4.  Gross investment return (3) divided by (2). . . . . . . . . . . . . . . . .            0.01
     5.  Less daily mortality and expense charge . . . . . . . . . . . . . . . . . .      0.00003425
     6.  Less asset based administrative charge. . . . . . . . . . . . . . . . . . .      0.00000411
     7.  Net investment return (4) minus (5) minus (6) . . . . . . . . . . . . . . .      0.00996164
     8.  Net investment factor (1.000000) plus (7) . . . . . . . . . . . . . . . . .      1.00996164
     9.  IIE, end of period (1) multiplied by (8). . . . . . . . . . . . . . . . . .   $ 10.09961644

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

     1.  Initial Premium Payment . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 1,000
     2.  IIE on effective date of purchase (see Example 1) . . . . . . . . . . . . .         $ 10.00
     3.  Number of Units purchased [(1) divided by (2)]  . . . . . . . . . . . . . .             100
     4.  IIE for valuation date following purchase 
         (see Example 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 10.09961644
     5.  Accumulation Value in account for valuation date following
         purchase [(3) multiplied by (4)]. . . . . . . . . . . . . . . . . . . . . .      $ 1,009.96 
    
</TABLE>
                          IRA PARTIAL WITHDRAWAL OPTION

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

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

                                OTHER INFORMATION
   
A Registration statement has 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 statement, 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
          Financial Statements -- Audited
               Statement of Assets and Liabilities as of December 31, 1995
               Combined Statement of Operations for the Year ended
                    December 31, 1995
               Combined Statements of Changes in Net Assets for the Years
                    ended December 31, 1995 and 1994 
          Notes to Audited Financial Statements

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

          Report of Independent Auditors
          Financial Statements -- Audited
               Statement of Assets and Liabilities 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

The following unaudited financial statements of Separate Account B are included
in Part B hereof:

Statement of Assets and Liabilities - September 30, 1996 (Unaudited).
Statements of Operations - For the period January 1, 1996 or Commencement of
Operations through September 30, 1996 (Unaudited).
Statements of Changes in Net Assets - For the period January 1, 1995 or
Commencement of Operations through December 31, 1995 and for the period
January 1, 1996 or Commencement of Operations through September 30, 1996
(Unaudited).
Notes to the Financial Statements - September 30, 1996 (Unaudited).
   
The following audited financial statements of Golden American Life Insurance
Company are included in Part B hereof:

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
     Financial Statements -- GAAP
        Balance Sheets as of December 31, 1995 and 1994
        Statements of Operations for the Years ended December 31, 1995,
          1994 and 1993
        Statements of Changes in Stockholder's Equity for the Years ended
          December 31, 1995, 1994 and 1993
        Statements of Cash Flows for the Years ended December 31, 1995,
          1994 and 1993
     Notes to Audited Financial Statements

The following unaudited financial statements of the Golden American Life
Insurance Company are included in Part B hereof:    

Condensed Statements of Income - Post-Acquisition for the period August 14,
1996 through September 30, 1996 and Pre-Acquisition for the period July 1, 
1996 through August 13, 1996 and for the three months ended September 30, 
1995 (Unaudited).
Condensed Statements of Income - Post-Acquisition for the period August 14, 
1996 through September 30, 1996 and Pre-Acquisition for the period January 1,
1996 through August 13, 1996 and for the nine months ended September 30, 1995
(Unaudited).
Condensed Balance Sheets - Post-Acquisition as of September 30, 1996 and Pre-
Acquisition as of December 31, 1995 (Unaudited).
Condensed Statements of Cash Flows - Post-Acquisition for the period August
14, 1996 through September 30, 1996 and Pre-Acquisition for the period January
1, 1996 through August 13, 1996 and for the nine months ended September 30,
1995 (Unaudited).
Notes to Condensed Financial Statements - September 30, 1996 (Unaudited).

                                    ANNUAL REPORT
                                       FOR
                               SEPARATE ACCOUNT B

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

                               DECEMBER 31, 1995

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


                              SEPARATE ACCOUNT B

                                                                           Page
                                                                           ----
Report of Independent Auditors.....................................        B-1
Statement of Assets and Liabilities................................        B-2
Combined Statements of Operations..................................        B-3
Combined Statements of Changes in Net Assets.......................        B-7
Notes to Financial Statements......................................        B-11



                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Variable Annuity Contract Owners
Separate Account B

     We have audited the accompanying statement of assets and liabilities of
Separate Account B (the 'Account') as of December 31, 1995 and the related
combined statements of operations and changes in net assets for each of the
three years in the period then ended. These fianancial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

     We conducted our audit 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,
1995, 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 audit provides 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, 1995, and the related combined results of their operations and 
changes in their net assets for each of the three years in the period then 
ended in conformity with generally accepted accounting principles.

                                                             ERNST & YOUNG LLP

Philadelphia, Pennsylvania
February 12, 1996
                                      B-1


- -------------------------------------------------------------------------------
   STATEMENT OF ASSETS AND LIABILITIES

                               SEPARATE ACCOUNT B

                                DECEMBER 31, 1995
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

<S>                                                                   <C>       
ASSETS
  Investment in The GCG Trust, at Net Asset Value:
     Liquid Asset Series, 36,511 shares (Cost --$36,511)............  $   36,511
     Limited Maturity Bond Series, 6,087 shares (Cost -- $64,804)...      67,870
     Natural Resources Series, 1,796 shares (Cost -- $25,708).......      27,008
     All-Growth Series, 6,678 shares (Cost -- $85,681)..............      92,018
     Real Estate Series, 2,758 shares (Cost -- $32,426).............      34,836
     Fully Managed Series, 8,519 shares (Cost -- $109,183)..........     117,394
     Multiple Allocation Series, 24,417 shares (Cost -- $293,213)...     305,697
     Capital Appreciation Series, 8,965 shares (Cost -- $107,313)...     121,118
     Rising Dividends Series, 6,044 shares (Cost -- $64,959)........      80,391
     Emerging Markets Series, 4,074 shares (Cost -- $45,132)........      36,913
     Market Manager Series, 495 shares (Cost -- $5,008).............       5,951
     Value Equity Series, 2,159 shares (Cost -- $26,592)............      28,462
     Strategic Equity Series, 803 shares (Cost -- $8,008)...........       8,035
                                                                      ----------
     Total Invested Assets (Cost -- $904,538).......................     962,204

LIABILITIES
  Payable to Golden American for Charges and Fees (Note 3)..........       1,326
                                                                      ----------
     Total Net Assets...............................................  $  960,878
                                                                      ----------
                                                                      ----------

NET ASSETS
  For Variable Annuity Insurance Contracts..........................  $  924,596
  Retained in Separate Account B by Golden American (Note 3)........      36,282
                                                                      ----------
     Total Net Assets...............................................  $  960,878
                                                                      ----------
                                                                      ----------
</TABLE>
                                      B-2



                               Separate Account B
                       Combined Statements of Operations
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)
<TABLE>
<CAPTION>

                                                                          Divisions Investing In
                                        -------------------------------------------------------------------------------------------
                                            Liquid Asset Series        Limited Maturity Bond Series      Natural Resources Series
                                        ---------------------------   -----------------------------   -----------------------------
                                          1995      1994     1993      1995       1994       1993       1995      1994       1993
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------

<S>                                     <C>       <C>       <C>       <C>        <C>        <C>        <C>       <C>        <C>    
Investment Income
Dividends                               $ 2,242   $ 1,444   $   390   $  --      $ 3,501    $ 2,606    $   570   $   287    $   104
Capital gain distribution                  --        --           1      --         --          289       --         540       --
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------
Total investment income                   2,242     1,444       391      --        3,501      2,895        570       827        104

Expenses
Mortality and expense risk and
  administrative charges                    411       362       139       700        736        550        284       283         95
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------
Net investment income (loss)              1,831     1,082       252      (700)     2,765      2,345        286       544          9
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------

Net realized gain (loss) on
  investments                              --        --        --        (138)        66        677      1,545     1,686        427
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------

Unrealized appreciation
   (depreciation)
   of investments
Beginning of period                        --        --        --      (4,836)      (408)        27        805     2,954       (341)
End of period                              --        --        --       3,066     (4,836)      (408)     1,300       805      2,954
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------
Net change in unrealized
   appreciation
   (depreciation)
   of investments                          --        --        --       7,902     (4,428)      (435)       495    (2,149)     3,295
                                        -------   -------   -------   -------    -------    -------    -------   -------    -------
Net increase (decrease) in net
   assets resulting from operations     $ 1,831   $ 1,082   $   252   $ 7,064    $(1,597)   $ 2,587    $ 2,326   $    81    $ 3,731
                                        =======   =======   =======   =======    =======    =======    =======   =======    =======

</TABLE>


                                      B-3



                               Separate Account B
                       Combined Statements of Operations
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>


                                                                     Divisions Investing In
                            --------------------------------------------------------------------------------------------------------

                                    All-Growth Series                  Real Estate Series                 Fully Managed Series
                            --------------------------------    --------------------------------    --------------------------------
                              1995        1994        1993        1995        1994        1993        1995        1994        1993
                            --------    --------    --------    --------    --------    --------    --------    --------    --------
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>    
Investment Income
Dividends                   $  4,685    $    668    $    202    $  1,399    $  1,863    $    810    $  2,846    $  2,839    $  1,566
Capital gain distribution       --          --          --          --          --          --          --          --         1,549
                            --------    --------    --------    --------    --------    --------    --------    --------    --------
Total investment income        4,685         668         202       1,399       1,863         810       2,846       2,839       3,115

Expenses
Mortality and expense
  risk and administrative
  charges                        833         613         380         347         348         170       1,101       1,079         731
                            --------    --------    --------    --------    --------    --------    --------    --------    --------
Net investment
  income (loss)                3,852          55        (178)      1,052       1,515         640       1,745       1,760       2,384
                            --------    --------    --------    --------    --------    --------    --------    --------    --------

Net realized gain
  (loss) on
  investments                  1,011          77         477         369         539         514       1,311       1,060         525
                            --------    --------    --------    --------    --------    --------    --------    --------    --------

Unrealized appreciation
  (depreciation) of
  investments
Beginning of period           (4,165)      3,650       1,002      (1,015)       (374)        175      (8,104)      4,425       2,725
End of period                  6,336      (4,165)      3,650       2,410      (1,015)       (374)      8,210      (8,104)      4,425
                            --------    --------    --------    --------    --------    --------    --------    --------    --------
Net change in unrealized
  appreciation
  (depreciation)
  of investments              10,501      (7,815)      2,647       3,425        (641)       (549)     16,314     (12,529)      1,700
                            --------    --------    --------    --------    --------    --------    --------    --------    --------
Net increase (decrease)
  in net assets
  resulting from
  operations                $ 15,364    $ (7,683)   $  2,946    $  4,846    $  1,413    $    605    $ 19,370    $ (9,709)   $  4,609
                            ========    ========    ========    ========    ========    ========    ========    ========    ========

</TABLE>


                                      B-4




                               Separate Account B
                       Combined Statements of Operations
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                                      Divisions Investing In
                              ------------------------------------------------------------------------------------------------------

                                   Multiple Allocation Series           Capital Appreciation               Rising Dividends Series
                              --------------------------------   --------------------------------   --------------------------------
                                1995        1994        1993       1995        1994        1993       1995        1994       1993(a)
                              --------    --------    --------   --------    --------    --------   --------    --------    --------
<S>                           <C>         <C>         <C>        <C>         <C>         <C>        <C>         <C>         <C>     
Investment Income
Dividends                     $ 21,644    $ 10,656    $  5,181   $ 10,216    $  1,777    $    933   $    567    $    685    $     19
Capital gain
  distribution                    --          --        11,777       --          --           188       --          --          --
                              --------    --------    --------   --------    --------    --------   --------    --------    --------
Total investment
  income                        21,644      10,656      16,958     10,216       1,777       1,121        567         685          19

Expenses
Mortality and
  expense risk and
  administrative
  charges                        3,043       2,955       1,833      1,065         909         554        648         368          14
                              --------    --------    --------   --------    --------    --------   --------    --------    --------
Net investment
  income (loss)                 18,601       7,701      15,125      9,151         868         567        (81)        317           5
                              --------    --------    --------   --------    --------    --------   --------    --------    --------

Net realized gain
  (loss) on investments          4,715       2,844         295      2,221       1,427         247        776          55        --
                              --------    --------    --------   --------    --------    --------   --------    --------    --------

Unrealized appreciation
  (depreciation) of
  investments
Beginning of period            (13,754)      3,296       2,624       (726)      4,005       1,050       (605)        221        --
End of period                   12,485     (13,754)      3,296     13,805        (726)      4,005     15,432        (605)        221
                              --------    --------    --------   --------    --------    --------   --------    --------    --------
Net change in unrealized
  appreciation
  (depreciation)
  of investments                26,239     (17,050)        672     14,531      (4,731)      2,955     16,037        (826)        221
                              --------    --------    --------   --------    --------    --------   --------    --------    --------
Net increase (decrease)
  in net assets
  resulting from
  operations                  $ 49,555    $ (6,505)   $ 16,092   $ 25,903    $ (2,436)   $  3,769   $ 16,732    $   (454)   $    226
                              ========    ========    ========   ========    ========    ========   ========    ========    ========
</TABLE>

- ------------------------------------------------------------------------
(a)   Commencement of operations, October, 1993


                                      B-5




                               Separate Account B
                       Combined Statements of Operations
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                               Division Investing In
                      -------------------------------------------------------------------------
                                                                              Value   Strategic
                                                              Market          Equity    Equity 
                           Emerging Markets Series        Manager Series      Series    Series                 Combined
                      -------------------------------    -----------------    -------   -------    --------------------------------
                        1995         1994     1993(a)      1995     1994(b)   1995(c)   1995(d)      1995        1994        1993
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------
<S>                   <C>         <C>         <C>        <C>        <C>       <C>       <C>        <C>         <C>         <C>     
Investment Income
Dividends             $      6    $      --   $    --    $   203    $    7    $   711   $    19    $  45,108   $  23,727   $ 11,812
Capital gain
  distribution              --        2,686        --         --        --         --        --           --       3,226     13,803
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------
Total investment
  income                     6        2,686        --        203         7        711        19       45,108      26,953     25,615

Expenses
Mortality and
  expense risk and
  administrative
  charges                  440          561        24         --        --        110        12        8,994       8,214      4,490
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------
Net investment
  income (loss)           (434)       2,125       (24)       203         7        601         7       36,114      18,739     21,125
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------

Net realized
  gain (loss)
  on investments        (7,448)         836        --         29        --        687        (1)       5,077       8,590      3,161
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------

Unrealized
  appreciation
  (depreciation) of
  investments
Beginning of period     (9,822)       3,971        --         (1)       --         --        --      (42,223)     21,740      7,261
End of period           (8,219)      (9,822)    3,971        942        (1)     1,870        28       57,665     (42,223)    21,740
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------
Net change in
  unrealized
  appreciation
  (depreciation)
  of investments         1,603      (13,793)    3,971        943        (1)     1,870        28       99,888     (63,963)    14,479
                      --------    ---------   -------    -------    ------    -------   -------    ---------   ---------   --------
Net increase
  (decrease)
  in net assets
  resulting from
  operations          $ (6,279)   $(10,832)   $ 3,947    $ 1,175    $    6    $ 3,158   $    34    $141,079    $(36,634)   $ 38,765
                      ========    =========   =======    =======    ======    =======   =======    =========   =========   ========
</TABLE>

- ------------------------------------------------------------------------
(a)   Commencement of operations, October, 1993
(b)   Commencement of operations, November, 1994
(c)   Commencement of operations, January, 1995
(d)   Commencement of operations, October, 1995


                                      B-6



                               Separate Account B
                  Combined Statements of Changes in Net Assets
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                                    Division Investing In
                           --------------------------------------------------------------------------------------------------------

                                  Liquid Asset Series            Limited Maturity Bond Series          Natural Resources Series
                           --------------------------------    --------------------------------    --------------------------------
                             1995        1994        1993        1995        1994        1993        1995        1994        1993
                           --------    --------    --------    --------    --------    --------    --------    --------    --------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
Increase (decrease)
  in net assets
Operations:
   Net investment
     income (loss)         $  1,831    $  1,082    $    252    $   (700)   $  2,765    $  2,345    $    286    $    544    $      9
   Net realized gain
     (loss) on
     investments               --          --          --          (138)         66         677       1,545       1,686         427
   Net change in
     unrealized
     appreciation
     (depreciation)
     of
     investments               --          --          --         7,902      (4,428)       (435)        495      (2,149)      3,295
Net increase
  (decrease) in net
  assets resulting
  from operations          --------    --------    --------    --------    --------    --------    --------    --------    --------
                              1,831       1,082         252       7,064      (1,597)      2,587       2,326          81       3,731
                           --------    --------    --------    --------    --------    --------    --------    --------    --------


Policy related
  transactions:
   Premiums                  11,323      43,297      22,808       7,579      32,041      54,680       2,111       8,595      10,191
   Net transfers
     among Divisions
     and Guaranteed
     Interest
     Division
     of Golden
     American                (5,926)      4,159     (15,605)     (6,694)    (22,002)    (19,820)     (6,167)      5,716       5,177
   Surrenders and
     other
     withdrawals            (11,794)    (18,470)     (3,497)     (9,461)     (7,604)     (5,188)     (3,402)     (2,768)       (465)
   Policy related
     charges and
     fees                    (4,309)     (1,201)       (229)     (2,224)       (887)       (498)       (624)       (314)        (80)
                           --------    --------    --------    --------    --------    --------    --------    --------    --------
Net increase
  (decrease)
  in net assets
  resulting from
  policy related
  transactions              (10,706)     27,785       3,477     (10,800)      1,548      29,174      (8,082)     11,229      14,823
                           --------    --------    --------    --------    --------    --------    --------    --------    --------


Net increase
  (decrease)
  in net assets              (8,875)     28,867       3,729      (3,736)        (49)     31,761      (5,756)     11,310      18,554
Net assets:
   Beginning of
     period                  45,366      16,499      12,770      71,573      71,622      39,861      32,746      21,436       2,882
                           --------    --------    --------    --------    --------    --------    --------    --------    --------
   End of period           $ 36,491    $ 45,366    $ 16,499    $ 67,837    $ 71,573    $ 71,622    $ 26,990    $ 32,746    $ 21,436
                           ========    ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>


                                      B-7





                               Separate Account B
                  Combined Statements of Changes in Net Assets
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                               Divisions Investing In
                      -------------------------------------------------------------------------------------------------------------

                               All-Growth Series                 Real Estate Series                     Fully Managed Series
                      ---------------------------------   ----------------------------------    -----------------------------------
                         1995        1994        1993        1995       1994         1993         1995         1994         1993
                      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------
<S>                   <C>         <C>         <C>         <C>         <C>          <C>          <C>          <C>          <C>      
Increase (decrease)
 in net assets
Operations:
  Net investment
    income (loss)     $   3,852   $      55   $    (178)  $   1,052   $   1,515    $     640    $   1,745    $   1,760    $   2,384
  Net realized gain
    (loss) on
    investments           1,011          77         477         369         539          514        1,311        1,060          525
  Net change in
    unrealized
    appreciation
    depreciation)
    of
    investments          10,501      (7,815)      2,647       3,425        (641)        (549)      16,314      (12,529)       1,700
Net increase
 (decrease)
 in net assets
 resulting
 from operations      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------
                         15,364      (7,683)      2,946       4,846       1,413          605       19,370       (9,709)       4,609
                      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------


Policy related
 transactions:
  Premiums               11,880      18,242      34,573       1,928       9,862       22,416       10,129       21,742       70,789
  Net transfers
    among
    Divisions and
    Guaranteed
    Interest
    Division
    of Golden
    American              6,292       9,624      (2,152)     (2,903)        208        4,008        5,315      (11,098)         109
  Surrenders and
    other
    withdrawals         (10,712)     (4,906)     (2,430)     (4,799)     (2,919)      (1,717)     (13,651)      (9,050)      (4,050)
  Policy related
    charges
    and fees             (1,489)       (709)       (303)     (1,193)       (401)        (141)      (2,673)      (1,341)        (517)
                      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------
Net increase
 (decrease)
 in net assets
 resulting
 from policy
 related
 transactions             5,971      22,251      29,688      (6,967)      6,750       24,566         (880)         253       66,331
                      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------


Net increase
 (decrease)
 in net assets           21,335      14,568      32,634      (2,121)      8,163       25,171       18,490       (9,456)      70,940
Net assets:
  Beginning of
    period               70,621      56,053      23,419      36,934      28,771        3,600       98,837      108,293       37,353
                      ---------   ---------   ---------   ---------   ---------    ---------    ---------    ---------    ---------
  End of period       $  91,956   $  70,621   $  56,053   $  34,813   $  36,934    $  28,771    $ 117,327    $  98,837    $ 108,293
                      =========   =========   =========   =========   =========    =========    =========    =========    =========
</TABLE>

                         See Accompanying Notes.


                                      B-8



                               Separate Account B
                  Combined Statements of Changes in Net Assets
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                                        Divisions Investing In
                                    ---------------------------------------------------------------------------------------------
                                                                                                 
                                       Multiple Allocation Series     Capital Appreciation            Rising Dividends Series
                                    ------------------------------ -----------------------------  -------------------------------
                                       1995       1994      1993     1995        1994     1993      1995       1994      1993(a)
                                    ----------  --------  -------- ---------   -------- --------  ---------  --------   ---------
<S>                                 <C>         <C>       <C>      <C>         <C>      <C>       <C>        <C>        <C>      
Increase (decrease) in net assets
Operations:
  Net investment income (loss)       $  18,601  $  7,701  $ 15,125  $  9,151   $   868   $   567   $   (81)   $   317    $     5
  Net realized gain (loss) on
    investments                          4,715     2,844       295     2,221     1,427       247       776         55         --
  Net change in unrealized
   appreciation (depreciation)
   of investments                       26,239   (17,050)      672    14,531    (4,731)    2,955    16,037       (826)       221
                                     ---------  --------  --------  --------   -------   -------   -------    -------    -------
  Net increase (decrease) in net
   assets resulting
   from operations                      49,555    (6,505)   16,092    25,903    (2,436)    3,769    16,732       (454)       226 
                                     ---------  --------  --------  --------   -------   -------   -------    -------    -------

Policy related transactions:
  Premiums                              17,865    74,594   150,789     9,240    19,196    63,986    11,968     25,150     11,566
  Net transfers among Divisions
   and Guaranteed Interest
   Division of Golden American          (9,426)   (9,842)    5,675    12,826    (6,163)    3,403    12,320     15,544      2,633
  Surrenders and other withdrawals     (42,733)  (30,150)  (12,915)  (13,162)   (7,902)   (2,393)   (9,800)    (3,844)       (25)
  Policy related charges and fees       (7,267)   (3,746)   (1,609)   (2,104)   (1,149)     (331)   (1,263)      (399)       (12)
                                     ---------  --------  --------  --------   -------   -------   -------    -------    -------
Net increase (decrease) in net
  assets resulting from policy
  related transactions                 (41,561)   30,856   141,940     6,800     3,982    64,665    13,225     36,451     14,162
                                     ---------  --------  --------  --------   -------   -------   -------    -------    -------

Net increase (decrease)
  in net assets                          7,994    24,351   158,032    32,703     1,546    68,434    29,957     35,997     14,388
Net assets:
  Beginning of period                  297,508   273,157   115,125    88,346    86,800    18,366    50,385     14,388         --
                                     ---------  --------  --------  --------   -------   -------   -------    -------    -------
  End of period                      $ 305,502  $297,508  $273,157  $121,049   $88,346   $86,800   $80,342    $50,385    $14,388
                                     =========  ========  ========  ========   =======   =======   =======    =======    =======

</TABLE>

- ------------------------------------------------------------------------
(a) Commencement of operations, October, 1993


                                      B-9


                               Separate Account B
                  Combined Statements of Changes in Net Assets
                  Years ended December 31, 1995, 1994 and 1993
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                             Divisions Investing In
                                      -----------------------------------------------------------------
                                                                                      Value   Strategic                           
                                                                      Market Manager  Equity   Equity 
                                            Emerging Markets Series       Series       Series   Series          Combined
                                      ------------------------------ --------------- -------- ------- ----------------------------
                                          1995     1994     1993(a)   1995   1994(b)  1995(c) 1995(d)    1995      1994     1993
                                      ---------  --------   -------- ------ -------- -------- ------- ---------  -------- ---------
<S>                                   <C>         <C>       <C>      <C>    <C>      <C>      <C>     <C>        <C>      <C>      
Increase (decrease) in net assets
Operations:
  Net investment income
   (loss)                               $   (434) $  2,125  $   (24) $  203  $    7  $   601  $    7  $  36,114  $ 18,739  $ 21,125
  Net realized gain (loss)
   on investments                         (7,448)      836       --      29      --      687      (1)     5,077     8,590     3,162
  Net change in unrealized
   appreciation (depreciation)
   of investments                          1,603   (13,793)   3,971     943      (1)   1,870      28     99,888   (63,963)   14,477
                                        --------  --------  -------  ------  ------  -------  ------  ---------  --------  --------
  Net increase (decrease) in
   net assets resulting
   from operations                        (6,279)  (10,832)   3,947   1,175       6    3,158      34    141,079   (36,634)   38,764
                                        --------  --------  -------  ------  ------  -------  ------  ---------  --------  --------

Policy related transactions:
  Premiums                                 8,150    30,113   13,923   2,298   1,414    9,018   3,240    106,729   284,246   455,721
  Net transfers among Divisions
   and Guaranteed Interest Division
   of Golden American                    (15,911)   14,778   12,702     301   1,335   17,110   4,868     12,005     2,259    (3,870)
  Surrenders and other withdrawals        (7,740)   (4,285)     (62)   (767)     --     (776)   (172)  (128,969)  (91,898)  (32,742)
  Policy related charges and fees         (1,079)     (517)     (21)   (553)     (3)     (63)     61    (24,780)  (10,667)   (3,741)
                                        --------  --------  -------  ------  ------  -------  ------  ---------  --------  --------
Net increase (decrease) in net
  assets resulting from policy
  related transactions                   (16,580)   40,089   26,542   1,279   2,746   25,289   7,997    (35,015)  183,940   415,368
                                        --------  --------  -------  ------  ------  -------  ------  ---------  --------  --------

Net increase (decrease)
  in net assets                          (22,859)   29,257   30,489   2,454   2,752   28,447   8,031    106,064   147,306   454,132
Net assets:
  Beginning of period                     59,746    30,489       --   2,752      --       --      --    854,814   707,508   253,376
                                        --------  --------  -------  ------  ------  -------  ------  ---------  --------  --------
  End of period                         $ 36,887  $ 59,746  $30,489  $5,206  $2,752  $28,447  $8,031  $ 960,878  $854,814  $707,508
                                        ========  ========  =======  ======  ======  =======  ======  =========  ========  ========
</TABLE>

- ------------------------------------------------------------------------
(a) Commencement of operations, October, 1993
(b) Commencement of operations, November, 1994
(c) Commencement of operations, January, 1995
(d) Commencement of operations, October, 1995


                                      B-10
- --------------------------------------------------------------------------------


   NOTES TO FINANCIAL STATEMENTS

                               SEPARATE ACCOUNT B
                               DECEMBER 31, 1995
 
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 ('Bankers Trust'). Previously, Golden
American was owned by Mutual Benefit Life Insurance Company in Rehabilitation
('Mutual Benefit'). In a transaction that closed on September 30, 1992, Bankers
Trust acquired from Mutual Benefit, in accordance with the terms of an Exchange
Agreement, all of the issued and outstanding capital stock of Golden American
and Directed Services, Inc. ('DSI'), an affiliate of Golden American, and
certain related assets and contributed them to BTV. The transaction 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. Effective December 30, 1993, Golden American was redomesticated from 
the State of Minnesota to the State of Delaware.
 
Operations of the Account commenced on January 25, 1989. 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, the Fixed Separate Account, and the Managed Global
Division of Separate Account D, which are not part of the Account, as elected
by the Contractowners. 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 Account makes available, under Golden Select Contracts, thirteen 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 (commenced operations October,
1993), the Emerging Markets (commenced operations on October 4, 1993), the 
Market Manager (commenced operations November, 1994) the Value Equity 
(commencedoperations January, 1995) and the Strategic Equity (commenced
operations October, 1995) Divisions ('Divisions'). The assets in each Division
are invested in shares of a designated series ('Series') of a mutual fund, The
GCG Trust (the 'Trust'). 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 Account is a unit investment trust and is registered with the Securities
and Exchange Commission under the Investment Company Act of 1940, as amended.

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 amount required under state law to provide for death
benefits (without regard to the minimum death benefit guarantee) and other
Contract benefits. Additional assets are held in Golden American's general
account to cover the contingency that the guaranteed minimum death benefit
might exceed the death benefit which would have been payable in the absence of
such guarantee. Golden American has entered into reinsurance agreements with 
unaffiliated reinsurers to cover substantially all the insurance risk under the
Contracts. Golden American remains liable to the extent that the reinsurers do
not meet their obligations under the reinsurance agreements.
 
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 of the Trust and are
valued at the net asset value per share of the respective Series of the Trust.
 
Investment transactions in each Series of the Trust are recorded on the trade
date. Distributions of net investment income and capital gains of each Series
of the Trust are recognized on the ex-distribution date. Realized gains and 
losses on redemptions of the shares of the Series of the Trust are determined
on the identified cost basis.
 
For the years ended December 31, 1995 and 1994 the cost of purchases of shares
of the Trust aggregated $228,738,000 and $352,605,000, respectively and the
proceeds from sales of shares of the Trust aggregated $226,848,000 and
$149,774,000, respectively.
 
                                      B-11



- -------------------------------------------------------------------------------
   NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               SEPARATE ACCOUNT B
                               DECEMBER 31, 1995
 
2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
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.
 
3. CHARGES AND FEES
 
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 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 .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 CHARGE: 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.
 
MINIMUM DEATH BENEFIT GUARANTEE CHARGE: 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 processing date.
 
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.
 
OTHER CONTRACT CHARGES: An administrative charge of $40 per Contract year is
deducted from accumulation value of Deferred Annuity Contracts to cover ongoing
administrative expenses. The charge is deducted on the Contract processing date
at the end of the Contract processing period. This charge has been waived for
certain offerings of the Contract.
 
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 other 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.
Upon surrender of the Contract, the unamortized deferred sales load is deducted
from the accumulation value by Golden American. In addition, when partial with-
drawal 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 1995, a contingent 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%
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.
 
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, noted above.

                                      B-12



- -------------------------------------------------------------------------------
   NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               SEPARATE ACCOUNT B
                               DECEMBER 31, 1995
 
3. CHARGES AND FEES--(CONTINUED)
Net assets retained in the Account by Golden American are as follows:
<TABLE>
<CAPTION>

                                                                               YEAR ENDED         YEAR ENDED
                                                                            DECEMBER 31, 1995  DECEMBER 31, 1994
                                                                            -----------------  -----------------
                                                                                      (AMOUNTS IN THOUSANDS)
<S>                                                                         <C>                <C>              
Balance at beginning of year..............................................      $  44,008          $  37,364
Sales load advanced and additions to surrender charges....................          6,572             16,138
Premium tax advanced......................................................             76                 73
Net transfer (to) from Separate Account D, Fixed Account and Golden
  American................................................................         (1,303)               666
Amortization of deferred sales load, surrender charges and premium tax....        (13,071)           (10,233)
                                                                            -----------------  -----------------
Balance at end of year....................................................      $  36,282          $  44,008
                                                                            -----------------  -----------------
                                                                            -----------------  -----------------
</TABLE>


4. OTHER RELATED PARTY TRANSACTIONS
 
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 1995
and 1994, fees paid by Golden American to DSI aggregated $7,621,000 and
$15,939,000 respectively.
 
                                      B-13


- --------------------------------------------------------------------------------
   NOTES TO FINANCIAL STATEMENTS
 
                               SEPARATE ACCOUNT B
                               DECEMBER 31, 1995
 
5. UNIT VALUES
 
Presented below is accumulation unit value information for units outstanding by
Contract type as of December 31, 1995

<TABLE>
<CAPTION>

                                                                                                                 TOTAL UNIT
                                       SERIES                                            UNITS      UNIT VALUE      VALUE
- ------------------------------------------------------------------------------------  ------------  -----------  -----------
                                                                                                                (IN THOUSANDS)
<S>                                                                                   <C>           <C>          <C>
Liquid Asset
     DVA 80.........................................................................       398,563   $  13.429    $     5,352
     DVA 100........................................................................     2,096,044      13.243         27,757
     DVA Series 100.................................................................        70,999      12.921            917
     DVA Plus -- Standard...........................................................        37,887      13.029            494
     DVA Plus -- Annual Ratchet.....................................................        62,084      12.895            801
     DVA Plus -- 7% Solution........................................................        93,239      12.762          1,190
                                                                                                                 -------------
                                                                                                                       36,511
Limited Maturity Bond
     DVA 80.........................................................................       206,399      15.307          3,160
     DVA 100........................................................................     4,103,020      15.095         61,935
     DVA Series 100.................................................................        14,356      14.729            212
     DVA Plus -- Standard...........................................................        26,976      14.865            401
     DVA Plus -- Annual Ratchet.....................................................        11,834      14.711            174
     DVA Plus -- 7% Solution........................................................       136,553      14.559          1,988
                                                                                                                 -------------
                                                                                                                       67,870
Natural Resources
     DVA 80.........................................................................       249,344      15.578          3,884
     DVA 100........................................................................     1,433,795      15.362         22,026
     DVA Series 100.................................................................        19,158      14.989            287
     DVA Plus -- Standard...........................................................        24,828      15.114            375
     DVA Plus -- Annual Ratchet.....................................................         2,847      14.958             42
     DVA Plus -- 7% Solution........................................................        26,605      14.803            394
                                                                                                                 -------------
                                                                                                                       27,008
All-Growth
     DVA 80.........................................................................       260,857      14.537          3,792
     DVA 100........................................................................     5,828,945      14.335         83,560
     DVA Series 100.................................................................        46,215      13.987            647
     DVA Plus -- Standard...........................................................        21,908      14.104            309
     DVA Plus -- Annual Ratchet.....................................................        16,567      13.959            231
     DVA Plus -- 7% Solution........................................................       251,872      13.814          3,479
                                                                                                                 -------------
                                                                                                                       92,018
Real Estate
     DVA 80.........................................................................       105,134      16.428          1,727
     DVA 100........................................................................     1,965,015      16.201         31,835
     DVA Series 100.................................................................        14,556      15.808            230
     DVA Plus -- Standard...........................................................         2,716      15.940             43
     DVA Plus -- Annual Ratchet.....................................................         2,910      15.775             46
     DVA Plus -- 7% Solution........................................................        61,143      15.612            955
                                                                                                                 -------------
                                                                                                                       34,836
Fully Managed
     DVA 80.........................................................................       258,587      15.694          4,058
     DVA 100........................................................................     7,054,994      15.476        109,184
     DVA Series 100.................................................................        29,312      15.101            443
     DVA Plus -- Standard...........................................................        49,153      15.227            748
     DVA Plus -- Annual Ratchet.....................................................        13,988      15.070            211
     DVA Plus -- 7% Solution........................................................       184,364      14.914          2,750
                                                                                                                 -------------
                                                                                                                      117,394
Multiple Allocation
     DVA 80.........................................................................     1,217,849      17.235         20,989
     DVA 100........................................................................    16,134,381      16.996        274,218
     DVA Series 100.................................................................       140,336      16.584          2,327
     DVA Plus -- Standard...........................................................       104,463      16.722          1,747
     DVA Plus -- Annual Ratchet.....................................................        21,073      16.550            348
     DVA Plus -- 7% Solution........................................................       370,515      16.378          6,068
                                                                                                                 -------------
                                                                                                                      305,697
</TABLE>


                                      B-14



- --------------------------------------------------------------------------------
   NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

                               SEPARATE ACCOUNT B
                               DECEMBER 31, 1995

5. UNIT VALUES--(CONTINUED)

<TABLE>
<CAPTION>

                                                                                                                   TOTAL UNIT
                                        SERIES                                            UNITS      UNIT VALUE      VALUE
 ------------------------------------------------------------------------------------  ------------  -----------  -------------
                                                                                                                  (IN THOUSANDS)
<S>                                                                                    <C>           <C>          <C>  
Capital Appreciation 
     DVA 80.........................................................................       154,271   $  14.935    $     2,304
     DVA 100........................................................................     7,627,317      14.825        113,076
     DVA Series 100.................................................................        26,783      14.634            392
     DVA Plus -- Standard...........................................................        24,117      14.707            355
     DVA Plus -- Annual Ratchet.....................................................        16,369      14.627            239
     DVA Plus -- 7% Solution........................................................       326,610      14.548          4,752
                                                                                                                 -------------
                                                                                                                      121,118
Rising Dividends
     DVA 80.........................................................................       102,616      13.356          1,370
     DVA 100........................................................................     5,536,766      13.296         73,617
     DVA Series 100.................................................................        50,637      13.191            668
     DVA Plus -- Standard...........................................................        22,934      13.237            304
     DVA Plus -- Annual Ratchet.....................................................        36,100      13.194            476
     DVA Plus -- 7% Solution........................................................       300,820      13.151          3,956
                                                                                                                 -------------
                                                                                                                       80,391
Emerging Markets
     DVA 80.........................................................................       227,757       9.317          2,122
     DVA 100........................................................................     3,533,661       9.275         32,775
     DVA Series 100.................................................................        30,591       9.202            281
     DVA Plus -- Standard...........................................................        15,670       9.234            145
     DVA Plus -- Annual Ratchet.....................................................        12,465       9.204            115
     DVA Plus -- 7% Solution........................................................       160,820       9.174          1,475
                                                                                                                 -------------
                                                                                                                       36,913
Market Manager
     DVA 100........................................................................       480,472      12.386          5,951

Value Equity
     DVA 80.........................................................................       202,148      13.417          2,712
     DVA 100........................................................................     1,676,442      13.391         22,449
     DVA Series 100.................................................................        10,226      13.345            136
     DVA Plus -- Standard...........................................................        34,272      13.374            458
     DVA Plus -- Annual Ratchet.....................................................        23,394      13.356            313
     DVA Plus -- 7% Solution........................................................       179,453      13.339          2,394
                                                                                                                 -------------
                                                                                                                       28,462
Strategic Equity
     DVA 80.........................................................................       137,215      10.013          1,374
     DVA 100........................................................................       362,606      10.009          3,629
     DVA Series 100.................................................................        26,760       9.999            267
     DVA Plus -- Standard...........................................................        76,095      10.014            762
     DVA Plus -- Annual Ratchet.....................................................        47,478      10.011            475
     DVA Plus -- 7% Solution........................................................       152,633      10.009          1,528
                                                                                                                 -------------
                                                                                                                        8,035
                                                                                                                 -------------
       Total........................................................................                              $   962,204
                                                                                                                 -------------
                                                                                                                 -------------
</TABLE>


                                      B-15



   [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



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



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



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



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



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



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



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



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


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


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


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


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


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


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


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


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


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


- --------------------------------------------------------------------------------
   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 to a 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


               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.
 

                                                  ERNST & YOUNG LLP


New York, New York
February 9, 1996
except for Note 6, as to which the date is August 27, 1996


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENT OF ASSETS AND LIABILITIES
                         September 30, 1996 (Unaudited)
                 (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

<S>                                                                 <C>
ASSETS
 Investments at net asset value:
  The GCG Trust Liquid Asset Series,
   37,891,728 shares at $1.00 per share (cost - $37,892)              $37,892
  The GCG Trust Limited Maturity Bond Series,
   5,365,942 shares at $10.68 per share (cost - $56,882)               57,308
  The GCG Trust Natural Resources Series,
   2,140,619 shares at $18.02 per share (cost - $33,559)               38,574
  The GCG Trust All-Growth Series,
   6,456,489 shares at $12.95 per share (cost - $83,927)               83,612
  The GCG Trust Real Estate Series,
   2,768,076 shares at $14.10 per share (cost - $33,126)               39,030
  The GCG Trust Fully Managed Series,
   8,622,166 shares at $15.07 per share (cost - $111,967)             129,936
  The GCG Trust Multiple Allocation Series,
   21,952,515 shares at $12.69 per share (cost - $265,731)            278,577
  The GCG Trust Capital Appreciation Series,
   9,010,717 shares at $15.30 per share (cost - $111,536)             137,864
  The GCG Trust Rising Dividends Series,
   6,984,930 shares at $15.13 per share (cost - $81,480)              105,682
  The GCG Trust Emerging Markets Series,
   4,067,182 shares at $9.89 per share (cost - $42,376)                40,224
  The GCG Trust Market Manager Series,
   404,454 shares at $13.37 per share (cost - $4,104)                   5,408
  The GCG Trust Value Equity Series,
   3,010,633 shares at $13.44 per share (cost - $38,881)               40,463
  The GCG Trust Strategic Equity Series,
   2,232,084 shares at $11.26 per share (cost - $23,309)               25,133
  The GCG Trust Small Cap Series,
   2,246,450 shares at $12.12 per share (cost - $26,505)               27,227
  The GCG Trust Managed Global Series,
   7,793,374 shares at $10.76 per share (cost - $82,191)               83,857
  Equi-Select Series Trust OTC Portfolio,
   5,275 shares at $14.40 per share (cost - $76)                           76
  Equi-Select Series Trust Growth & Income Portfolio,
   22,378 shares at $11.74 per share (cost - $263)                        263
                                                                  ____________
     TOTAL INVESTMENTS (cost - $1,033,805)                          1,131,126


</TABLE>
                                    








                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENT OF ASSETS AND LIABILITIES
                   September 30, 1996 (Unaudited) (Continued)
                 (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

<S>                                                                <C>
LIABILITIES
  Payable to Golden American for charges and fees (Note 3)                839
                                                                  ____________
     TOTAL NET ASSETS                                              $1,130,287
                                                                  ============
NET ASSETS
  For Variable Annuity Insurance Contracts                         $1,103,659
  Retained in Separate Account B by Golden American (Note 3)           26,628
                                                                  ____________
     TOTAL NET ASSETS                                              $1,130,287
                                                                  ============
</TABLE>

See accompanying notes.





































                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                                  (Unaudited)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                           Limited
                                                Liquid    Maturity    Natural
                                                Asset       Bond     Resources
                                               Division   Division    Division
                                              __________  _________  __________
<S>                                              <C>        <C>         <C>
INVESTMENT INCOME (LOSS)
 Income:
  Dividends                                      $1,394     $3,589         $45
  Capital gains distributions                        --         --         488
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                          1,394      3,589         533

 Expenses (Note 3):
  Mortality and expense risk and other charges     (301)      (481)       (269)
  Annual administrative charges                     (11)       (16)        (16)
  Minimum death benefit guarantee charges            (6)        (2)         (4)
  Contingent deferred sales charges                  (1)        (2)         (3)
  Other contract charges                             --         (4)         (3)
  Amortization of deferred charges related to:
   Deferred sales load                             (462)      (570)       (270)
   Premium taxes                                     (7)        (7)         (4)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                      (788)    (1,082)       (569)
  Fees waived by Golden American                      7         10           5
                                              __________  _________  __________
 NET EXPENSES                                      (781)    (1,072)       (564)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                       613      2,517         (31)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments             --        321       1,750
 Net unrealized appreciation (depreciation)
  of investments                                     --     (2,640)      3,715
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                          $613       $198      $5,434
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.






                     
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                 All-       Real       Fully
                                                Growth     Estate     Managed
                                               Division   Division    Division
                                              __________  _________  __________
<S>                                             <C>         <C>         <C>
INVESTMENT INCOME (LOSS)
 Income:
  Dividends                                      $1,069       $606        $889
  Capital gains distributions                      $252         --          --
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                          1,321        606         889

 Expenses (Note 3):
  Mortality and expense risk and other charges     (735)      (279)       (978)
  Annual administrative charges                     (34)       (15)        (52)
  Minimum death benefit guarantee charges            (3)        (1)         (3)
  Contingent deferred sales charges                  (7)        (1)        (13)
  Other contract charges                             (2)        (1)         (3)
  Amortization of deferred charges related to:
   Deferred sales load                             (793)      (301)     (1,086)
   Premium taxes                                    (20)        (6)        (26)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                    (1,594)      (604)     (2,161)
  Fees waived by Golden American                     27          6          30
                                              __________  _________  __________
 NET EXPENSES                                    (1,567)      (598)     (2,131)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                      (246)         8      (1,242)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments          1,144        413       1,321
 Net unrealized appreciation (depreciation)
  of investments                                 (6,652)     3,494       9,758
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                       ($5,754)    $3,915      $9,837
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.






                     
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                            (Unaudited) (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                                      $4,447       $373        $221
  Capital gains distributions                     1,659      1,058          --
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                          6,106      1,431         221

 Expenses (Note 3):
  Mortality and expense risk and other charges   (2,267)    (1,025)       (753)
  Annual administrative charges                    (118)       (54)        (42)
  Minimum death benefit guarantee charges           (14)        (2)         (1)
  Contingent deferred sales charges                 (26)       (11)        (11)
  Other contract charges                            (12)        (3)         (6)
  Amortization of deferred charges related to:
   Deferred sales load                           (2,612)    (1,048)       (767)
   Premium taxes                                    (40)       (31)        (11)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                    (5,089)    (2,174)     (1,591)
  Fees waived by Golden American                     51         34          19
                                              __________  _________  __________
 NET EXPENSES                                    (5,038)    (2,140)     (1,572)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                     1,068       (709)     (1,351)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments          3,834      3,574       2,910
 Net unrealized appreciation (depreciation)
  of investments                                    362     12,523       8,770
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                        $5,264    $15,388     $10,329
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.






                     
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                               Emerging    Market      Value
                                               Markets     Manager     Equity
                                               Division   Division    Division
                                              __________  _________  __________
<S>                                              <C>          <C>         <C>
INVESTMENT INCOME (LOSS)
 Income:
  Dividends                                          --         --        $218
  Capital gains distributions                        --         $1          --
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                             --          1         218

 Expenses (Note 3):
  Mortality and expense risk and other charges    $(321)        --        (310)
  Annual administrative charges                     (17)        (1)        (16)
  Minimum death benefit guarantee charges            (2)        --          (1)
  Contingent deferred sales charges                  (8)        --         (13)
  Other contract charges                             (2)        --          (3)
  Amortization of deferred charges related to:
   Deferred sales load                             (389)       (42)       (247)
   Premium taxes                                     (5)        --          (2)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                      (744)       (43)       (592)
  Fees waived by Golden American                      6         --           8
                                              __________  _________  __________
 NET EXPENSES                                      (738)       (43)       (584)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                      (738)       (42)       (366)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments         (2,673)       272         822
 Net unrealized appreciation (depreciation)
  of investments                                  6,067        361        (288)
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                        $2,656       $591        $168
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.







                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                              Strategic               Managed
                                                Equity    Small Cap    Global
                                               Division   Division*  Division*
                                              __________  _________  __________
<S>                                              <C>         <C>        <C>
INVESTMENT INCOME (LOSS)
 Income:
  Dividends                                         $27         --          --
  Capital gains distributions                        --         --          --
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                             27         --          --

 Expenses (Note 3):
  Mortality and expense risk and other charges     (159)     ($125)       ($68)
  Annual administrative charges                     (10)       (17)        (38)
  Minimum death benefit guarantee charges            (1)        (1)         --
  Contingent deferred sales charges                 (10)        (8)         (1)
  Other contract charges                             (1)        (3)         (5)
  Amortization of deferred charges related to:
   Deferred sales load                              (71)       (66)        (85)
   Premium taxes                                     (1)        (1)         (1)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                      (253)      (221)       (198)
  Fees waived by Golden American                      5          2           2
                                              __________  _________  __________
 NET EXPENSES                                      (248)      (219)       (196)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                      (221)      (219)       (196)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments             61        153          11
 Net unrealized appreciation (depreciation)
  of investments                                  1,797        722       1,666
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                        $1,637       $656      $1,481
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.







                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                            STATEMENTS OF OPERATIONS
         For the period January 1, 1996 or Commencement of Operations*
                           through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                          Growth &
                                                 OTC       Income
                                              Division*   Division*   Combined
                                              __________  _________  __________
<S>                                                  <C>        <C>    <C>
INVESTMENT INCOME (LOSS)
 Income:
  Dividends                                          --         --     $12,878
  Capital gains distributions                        --         --       3,458
                                              __________  _________  __________
 TOTAL INVESTMENT INCOME                             --         --      16,336

 Expenses (Note 3):
  Mortality and expense risk and other charges       --         --      (8,071)
  Annual administrative charges                      --         --        (457)
  Minimum death benefit guarantee charges            --         --         (41)
  Contingent deferred sales charges                  --         --        (115)
  Other contract charges                             --         --         (48)
  Amortization of deferred charges related to:
   Deferred sales load                               --         --      (8,809)
   Premium taxes                                     --         --        (162)
                                              __________  _________  __________
 TOTAL EXPENSES BEFORE WAIVER                        --         --     (17,703)
  Fees waived by Golden American                     --         --         212
                                              __________  _________  __________
 NET EXPENSES                                        --         --     (17,491)
                                              __________  _________  __________
 NET INVESTMENT INCOME (LOSS)                        --         --      (1,155)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
 Net realized gain (loss) on investments             --         --      13,913
 Net unrealized appreciation (depreciation)
  of investments                                     --         --      39,655
                                              __________  _________  __________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                            --         --     $52,413
                                              ==========  =========  ==========
<FN>
*Commencement of operations - See Note 1
</TABLE>

See accompanying notes.







                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                                  (Unaudited)
                            (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                                                     (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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Liquid
                                                                      Asset
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $613
  Net realized gain (loss) on investments                                  --
  Net unrealized appreciation (depreciation) of investments                --
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         613

  Changes from principal transactions:
  Purchase payments                                                    10,735
  Contract distributions and terminations                              (9,379)
  Transfer payments from (to) Fixed Accounts and other Divisions         (612)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                      30
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           774
                                                                    __________
  Total increase (decrease)                                             1,387
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $37,878
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                    (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>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Limited
                                                                     Maturity
                                                                       Bond
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $2,517
  Net realized gain (loss) on investments                                 321
  Net unrealized appreciation (depreciation) of investments            (2,640)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         198

  Changes from principal transactions:
  Purchase payments                                                     4,016
  Contract distributions and terminations                              (6,225)
  Transfer payments from (to) Fixed Accounts and other Divisions       (8,099)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                    (446)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (10,754)
                                                                    __________
  Total increase (decrease)                                           (10,556)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $57,281
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.
















                                         
                                         
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                    (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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Natural
                                                                    Resources
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           ($31)
  Net realized gain (loss) on investments                               1,750
  Net unrealized appreciation (depreciation) of investments             3,715
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       5,434

  Changes from principal transactions:
  Purchase payments                                                     4,323
  Contract distributions and terminations                              (3,109)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,703
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     213
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         6,130
                                                                    __________
  Total increase (decrease)                                            11,564
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $38,554
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                     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>









                     
                     
                     
                     
                     
                     
                     
                     
                     

                     
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    All-Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($246)
  Net realized gain (loss) on investments                               1,144
  Net unrealized appreciation (depreciation) of investments            (6,652)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (5,754)

  Changes from principal transactions:
  Purchase payments                                                     9,188
  Contract distributions and terminations                              (8,553)
  Transfer payments from (to) Fixed Accounts and other Divisions       (2,798)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                    (475)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (2,638)
                                                                    __________
  Total increase (decrease)                                            (8,392)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $83,564
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                    (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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Real
                                                                      Estate
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             $8
  Net realized gain (loss) on investments                                 413
  Net unrealized appreciation (depreciation) of investments             3,494
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,915

  Changes from principal transactions:
  Purchase payments                                                     3,278
  Contract distributions and terminations                              (3,062)
  Transfer payments from (to) Fixed Accounts and other Divisions           88
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     (22)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           282
                                                                    __________
  Total increase (decrease)                                             4,197
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $39,010
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                     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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Fully
                                                                     Managed
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                        ($1,242)
  Net realized gain (loss) on investments                               1,321
  Net unrealized appreciation (depreciation) of investments             9,758
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       9,837

  Changes from principal transactions:
  Purchase payments                                                    12,683
  Contract distributions and terminations                             (12,345)
  Transfer payments from (to) Fixed Accounts and other Divisions        2,428
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     (60)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         2,706
                                                                    __________
  Total increase (decrease)                                            12,543
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                     $129,870
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                     (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>




















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Multiple
                                                                    Allocation
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $1,068
  Net realized gain (loss) on investments                               3,834
  Net unrealized appreciation (depreciation) of investments               362
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       5,264

  Changes from principal transactions:
  Purchase payments                                                    14,309
  Contract distributions and terminations                             (31,299)
  Transfer payments from (to) Fixed Accounts and other Divisions      (14,352)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                  (1,007)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (32,349)
                                                                    __________
  Total increase (decrease)                                           (27,085)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                     $278,417
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                   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>

                                                                


















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Capital
                                                                  Appreciation
                                                                    Division
                                                                  ____________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($709)
  Net realized gain (loss) on investments                               3,574
  Net unrealized appreciation (depreciation) of investments            12,523
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations      15,388

  Changes from principal transactions:
  Purchase payments                                                    11,716
  Contract distributions and terminations                             (10,665)
  Transfer payments from (to) Fixed Accounts and other Divisions          178
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     130
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                         1,359
                                                                  ____________
  Total increase (decrease)                                            16,747
                                                                  ____________
NET ASSETS AT SEPTEMBER 30, 1996                                     $137,796
                                                                  ============
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                   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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Rising
                                                                    Dividends
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                        ($1,351)
  Net realized gain (loss) on investments                               2,910
  Net unrealized appreciation (depreciation) of investments             8,770
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      10,329

  Changes from principal transactions:
  Purchase payments                                                    17,073
  Contract distributions and terminations                              (9,104)
  Transfer payments from (to) Fixed Accounts and other Divisions        6,705
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     280
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        14,954
                                                                    __________
  Total increase (decrease)                                            25,283
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                     $105,625
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                    (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>

          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Emerging
                                                                     Markets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($738)
  Net realized gain (loss) on investments                              (2,673)
  Net unrealized appreciation (depreciation) of investments             6,067
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,656

  Changes from principal transactions:
  Purchase payments                                                     5,558
  Contract distributions and terminations                              (4,680)
  Transfer payments from (to) Fixed Accounts and other Divisions         (144)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     (76)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           658
                                                                    __________
  Total increase (decrease)                                             3,314
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $40,201
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                     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>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Market
                                                                     Manager
                                                                     Division
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           ($42)
  Net realized gain (loss) on investments                                 272
  Net unrealized appreciation (depreciation) of investments               361
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         591

  Changes from principal transactions:
  Purchase payments                                                        --
  Contract distributions and terminations                                (483)
  Transfer payments from (to) Fixed Accounts and other Divisions         (132)
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     (14)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                          (629)
                                                                    __________
  Total increase (decrease)                                               (38)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                       $5,168
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                    Division*
                                                                    __________
<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                                                   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

</TABLE>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                    Division*
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($366)
  Net realized gain (loss) on investments                                 822
  Net unrealized appreciation (depreciation) of investments              (288)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         168

  Changes from principal transactions:
  Purchase payments                                                    13,472
  Contract distributions and terminations                              (2,854)
  Transfer payments from (to) Fixed Accounts and other Divisions        1,209
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                      (1)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        11,826
                                                                    __________
  Total increase (decrease)                                            11,994
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $40,441
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                    Division*
                                                                    __________
<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                                                     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

</TABLE>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                    Division*
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($221)
  Net realized gain (loss) on investments                                  61
  Net unrealized appreciation (depreciation) of investments             1,797
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,637

  Changes from principal transactions:
  Purchase payments                                                    10,135
  Contract distributions and terminations                              (1,104)
  Transfer payments from (to) Fixed Accounts and other Divisions        6,247
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     174
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        15,452
                                                                    __________
  Total increase (decrease)                                            17,089
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $25,120
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Small Cap
                                                                    Division*
                                                                    __________
<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                                                      --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1995                                            --


</TABLE>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Small Cap
                                                                    Division*
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($219)
  Net realized gain (loss) on investments                                 153
  Net unrealized appreciation (depreciation) of investments               722
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         656

  Changes from principal transactions:
  Purchase payments                                                    12,664
  Contract distributions and terminations                                (859)
  Transfer payments from (to) Fixed Accounts and other Divisions       14,361
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                     388
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        26,554
                                                                    __________
  Total increase (decrease)                                            27,210
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $27,210
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Managed
                                                                      Global
                                                                    Division*
                                                                    __________
<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                                                      --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1995                                            --

</TABLE>




















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Managed
                                                                      Global
                                                                    Division*
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($196)
  Net realized gain (loss) on investments                                  11
  Net unrealized appreciation (depreciation) of investments             1,666
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,481

  Changes from principal transactions:
  Purchase payments                                                       755
  Contract distributions and terminations                                (939)
  Transfer payments from (to) Fixed Accounts and other Divisions       80,441
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                   2,075
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        82,332
                                                                    __________
  Total increase (decrease)                                            83,813
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                      $83,813
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       OTC
                                                                    Division*
                                                                    __________
<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                                                      --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1995                                            --


</TABLE>




















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       OTC
                                                                    Division*
                                                                    __________
<S>                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             --
  Net realized gain (loss) on investments                                  --
  Net unrealized appreciation (depreciation) of investments                --
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          --

  Changes from principal transactions:
  Purchase payments                                                       $42
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           33
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                       1
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            76
                                                                    __________
  Total increase (decrease)                                                76
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                          $76
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.




















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Growth &
                                                                      Income
                                                                    Division*
                                                                    __________
<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                                                      --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1995                                            --

</TABLE>




















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Growth &
                                                                      Income
                                                                    Division*
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             --
  Net realized gain (loss) on investments                                  --
  Net unrealized appreciation (depreciation) of investments                --
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          --

  Changes from principal transactions:
  Purchase payments                                                       $32
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions          230
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                       1
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           263
                                                                    __________
  Total increase (decrease)                                               263
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1996                                         $263
                                                                    ==========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.



















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (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                                                   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>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
         For the period January 1, 1995 or Commencement of Operations*
                  through December 31, 1995 and for the period
    January 1, 1996 or Commencement of Operations* through September 30, 1996
                            (Unaudited) (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                   ___________
<S>                                                                <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                        ($1,155)
  Net realized gain (loss) on investments                              13,913
  Net unrealized appreciation (depreciation) of investments            39,655
                                                                   ___________
  Net increase (decrease) in net assets resulting from operations      52,413

  Changes from principal transactions:
  Purchase payments                                                   129,979
  Contract distributions and terminations                            (104,660)
  Transfer payments from (to) Fixed Accounts and other Divisions       90,486
  Addition to (reallocation from) assets retained in the Account
   by Golden American                                                   1,191
                                                                   ___________
  Increase (decrease) in net assets derived from principal
   transactions                                                       116,996
                                                                   ___________
  Total increase (decrease)                                           169,409
                                                                   ___________
NET ASSETS AT SEPTEMBER 30, 1996                                   $1,130,287
                                                                   ===========
<FN>
* Commencement of operations - See Note 1
</TABLE>
See accompanying notes.





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT B
                         NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996
                                  (Unaudited)


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
and Directed Services, Inc. ("DSI"), an affiliate of Golden American,
became wholly-owned subsidiaries 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 and changed its name 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 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 assets and liabilities of the Account are clearly identified and
distinguished from the other assets and liabilities of Golden American.

The Account has, under GoldenSelect Contracts, eighteen 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, 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 Natural
Resources Series was renamed to Hard Assets.  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.

NOTE 1 - ORGANIZATION (Continued)

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 allowed to direct their investments into this
Division.  Contractowners with investments in the Market Manager
Division were allowed to elect to update their contracts to DVA Plus
contracts.

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 amount required under state law
to provide for death benefits (without regard to the minimum death
benefit guarantee) and other Contract benefits.  Additional assets are
held in Golden American's general account to cover the contingency that
the guaranteed minimum death benefit might exceed the death benefit
which would have been payable in the absence of such guarantee.  Golden
American has entered into reinsurance agreements with unaffiliated
reinsurers to cover substantially all the insurance risk under the
Contracts.  Golden American remains liable to the extent that the 
reinsurers do not meet their obligations under the reinsurance agreements.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Account:

Use of Estimates:  The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.  Actual
results could differ from those estimates.

Investments:  Investments are made in shares of a Series or Portfolio of
the Trusts and are valued at the net asset value per share of the
respective Series or Portfolio of the Trusts.  Investment transactions
in each Series or Portfolio of the Trusts are recorded on the trade
date.  Distributions of net investment income and capital gains of each
Series or Portfolio of the Trusts are recognized on the ex-distribution
date.  Realized gains and losses on redemptions of the shares of the
Series or Portfolio of the Trusts are determined on the specific
identification basis.

Federal Income Taxes:  Operations of the Account form a part of, and are
taxed with, the total operations of Golden American which is taxed as a
life insurance company under the Internal Revenue Code.  Earnings and
realized capital gains of the Account attributable to the Contractowners
are excluded in the determination of the federal income tax liability of
Golden American.

NOTE 3 - CHARGES AND FEES
Contracts currently being sold include the DVA 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 and DVA 100 contracts in May 1991
and December 1995, respectively.  DVA 100 contracts are still available
to Golden American employees and agents.  Under the terms of the

NOTE 3 - CHARGES AND FEES (Continued)
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 Contract.

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
NOTE 3 - CHARGES AND FEES (Continued)
Deferred Sales Load (continued): 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.

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.

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>
                                             1996*            1995**
                                        _______________   _______________
                                                (Dollars in thousands)
<S>                                            <C>               <C>
Balance at beginning of period                 $34,408           $44,008
Sales load advanced                                675             5,370
Premium tax advanced                                 8                51
Net transfer (to) from Separate Account 
 D, Fixed Account and other Divisions              508            (1,956)
Amortization of deferred sales load             (8,971)          (13,065)
                                        _______________   _______________
Balance at end of period                       $26,628           $34,408
                                        ===============   ===============

<FN>
*  For the period January 1, 1996 or Commencement of Operations through
    September 30, 1996.
** For the period January 1, 1995 or Commencement of Operations through
    December 31, 1995.
</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 From              Period From
                              January 1, 1996 or Com-   January 1, 1995 or Com-
                              mencement of Operations   mencement of Operations
                               to September 30, 1996     to December 31, 1995
                            _________________________  _________________________
                             Purchases      Sales       Purchases      Sales
                            ____________ ____________  ____________ ____________
                                              (Dollars in thousands)
<S>                             <C>          <C>           <C>          <C>
The GCG Trust Liquid
 Asset Series                   $44,317      $42,936       $36,373      $45,249
The GCG Trust Limited
 Maturity Bond Series             9,461       17,704        13,148       24,648
The GCG Trust Natural
 Resources Series                14,863        8,762        11,278       19,076
The GCG Trust All-Growth
 Series                           8,720       11,618        21,261       11,424
The GCG Trust Real
 Estate Series                    4,607        4,320         4,524       10,440
The GCG Trust Fully
 Managed Series                  10,451        8,988        13,980       13,106
The GCG Trust Multiple
 Allocation Series                9,948       41,264        29,322       52,281
The GCG Trust Capital
 Appreciation Series             17,376       16,727        28,436       12,469
The GCG Trust Rising
 Dividends Series                24,530       10,919        19,522        6,361
The GCG Trust Emerging
 Markets Series                  10,068       10,151        10,584       27,621
The GCG Trust Market
 Manager Series                      --        1,176         3,057          832
The GCG Trust Value 
 Equity Series                   16,210        4,743        29,104        3,199
The GCG Trust Strategic
 Equity Series                   16,197          957         8,151          142
The GCG Trust Small 
 Cap Series                      37,089       10,737            --           --
The GCG Trust Managed
 Global Series                   83,024          844            --           --
Equi-Select Series Trust
 OTC Portfolio                      142           66            --           --
Equi-Select Series Trust
 Growth & Income Portfolio          263           --            --           --

</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 contract
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 From              Period From
                              January 1, 1996 or Com-   January 1, 1995 or Com-
                              mencement of Operations   mencement of Operations
                                to September 30, 1996     to December 31, 1995
                              ________________________  ________________________
                               Purchases      Sales      Purchases      Sales
                              ____________ ___________  ____________ ___________

<S>                             <C>         <C>           <C>         <C>
Liquid Asset Division           4,213,505   4,179,672     3,119,370   3,934,332
Limited Maturity Bond Division    657,575   1,402,347     1,096,937   1,842,599
Natural Resources Division      1,035,221     701,004       835,272   1,412,435
All-Growth Division             1,036,565   1,270,620     1,548,525   1,094,131
Real Estate Division              392,948     394,667       322,375     802,601
Fully Managed Division          1,137,830   1,010,020     1,020,546   1,063,678
Multiple Allocation Division    1,102,027   3,113,399     1,057,363   3,678,129
Capital Appreciation Division   1,521,417   1,489,428     1,740,091   1,248,056
Rising Dividends Division       2,273,866   1,276,456     1,883,516     753,983
Emerging Markets Division       1,354,099   1,322,002     1,386,840   3,143,521
Market Manager Division             7,958      92,591       282,507     142,437
Value Equity Division           1,551,112     698,201     2,459,134     333,200
Strategic Equity Division       1,655,655     207,333       848,555      45,767
Small Cap Division              3,767,720   1,499,791            --          --
Managed Global Division         8,254,789     132,101            --          --
OTC Division                        9,959       5,208            --          --
Growth & Income Division           22,500          --            --          --

</TABLE>



















NOTE 6 - NET ASSETS
Net assets at September 30, 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              $32,957       $46,448      $27,856       $77,005
Accumulated net investment
 income (loss)                   4,921        10,407        5,683         6,874
Net unrealized appreciation
 (depreciation) of
 investments                        --           426        5,015          (315)
                           ____________ _____________ ____________ _____________
                               $37,878       $57,281      $38,554       $83,564
                           ============ ============= ============ =============
</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              $28,008      $102,346     $203,897       $94,060
Accumulated net investment
 income (loss)                   5,098         9,555       61,674        17,408
Net unrealized appreciation
 (depreciation) of
 investments                     5,904        17,969       12,846        26,328
                           ____________ _____________ ____________ _____________
                               $39,010      $129,870     $278,417      $137,796
                           ============ ============= ============ =============
</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              $78,792       $50,708       $3,514       $37,114
Accumulated net
 investment income (loss)        2,631        (8,355)         350         1,745
Net unrealized appreciation
 (depreciation) of
 investments                    24,202        (2,152)       1,304         1,582
                           ____________ _____________ ____________ _____________
                              $105,625       $40,201       $5,168       $40,441
                           ============ ============= ============ =============
</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              $23,447       $26,554      $82,332
Accumulated net
 investment income (loss)         (151)          (66)        (185)
Net unrealized appreciation
 (depreciation) of
 investments                     1,824           722        1,666
                           ____________ _____________ ____________
                               $25,120       $27,210      $83,813
                           ============ ============= ============
</TABLE>
<TABLE>
<CAPTION>
                                          Growth &
                               OTC         Income
                             Division     Division      Combined
                           ____________ _____________ ____________
                                   (Dollars in thousands)
<S>                                <C>          <C>    <C>
Unit transactions                  $76          $263     $915,377
Accumulated net
 investment income (loss)           --            --      117,589
Net unrealized appreciation
 (depreciation) of
 investments                        --            --       97,321
                           ____________ _____________ ____________
                                   $76          $263   $1,130,287
                           ============ ============= ============
</TABLE>






















NOTE 7 - UNIT VALUES
Accumulation unit value information for units outstanding by contract
type as of September 30, 1996 is as follows:
<TABLE>
<CAPTION>

                                                               Total Unit
          Series                   Units       Unit Value        Value
____________________________________________________________________________
                                                              (in thousands)
<S>                              <C>               <C>             <C>
LIQUID ASSET
 DVA 80                            402,847         $13.842         $5,576
 DVA 100                         1,860,767          13.629         25,361
 DVA Series 100                     20,476          13.263            272
 DVA Plus - Standard                60,342          13.385            808
 DVA Plus - Annual Ratchet          83,032          13.231          1,099
 DVA Plus - 7% Solution            365,185          13.079          4,776
                                                              ____________
                                                                   37,892

LIMITED MATURITY BOND
 DVA 80                            136,742          15.548          2,126
 DVA 100                         3,216,802          15.310         49,248
 DVA Series 100                     43,079          14.898            642
 DVA Plus - Standard                74,826          15.048          1,126
 DVA Plus - Annual Ratchet          36,772          14.875            547
 DVA Plus - 7% Solution            246,145          14.704          3,619
                                                              ____________
                                                                   57,308

NATURAL RESOURCES
 DVA 80                            251,026          18.816          4,723
 DVA 100                         1,477,716          18.527         27,378
 DVA Series 100                     28,042          18.029            506
 DVA Plus - Standard                57,786          18.194          1,051
 DVA Plus - Annual Ratchet          23,539          17.986            423
 DVA Plus - 7% Solution            252,685          17.779          4,493
                                                              ____________
                                                                   38,574
ALL-GROWTH
 DVA 80                            188,722          13.789          2,602
 DVA 100                         4,974,854          13.577         67,543
 DVA Series 100                     37,980          13.212            502
 DVA Plus - Standard               126,427          13.333          1,686
 DVA Plus - Annual Ratchet         125,380          13.180          1,652
 DVA Plus - 7% Solution            738,946          13.029          9,627
                                                              ____________
                                                                   83,612

REAL ESTATE
 DVA 80                             91,729          18.525          1,699
 DVA 100                         1,747,165          18.240         31,869
 DVA Series 100                     13,485          17.750            239
 DVA Plus - Standard                31,389          17.912            562
 DVA Plus - Annual Ratchet          23,100          17.707            409
 DVA Plus - 7% Solution            242,887          17.504          4,252
                                                              ____________
                                                                   39,030
</TABLE>
NOTE 7 - UNIT VALUES (Continued)

<TABLE>
<CAPTION>

                                                              Total Unit
          Series                   Units       Unit Value       Value
___________________________________________________________________________
                                                             (in thousands)
<S>                             <C>                <C>           <C>
FULLY MANAGED
 DVA 80                            245,657         17.178         $4,220
 DVA 100                         6,337,603         16.914        107,195
 DVA Series 100                     27,105         16.460            446
 DVA Plus - Standard               175,412         16.610          2,914
 DVA Plus - Annual Ratchet         138,443         16.420          2,273
 DVA Plus - 7% Solution            793,988         16.231         12,888
                                                             ____________
                                                                 129,936

MULTIPLE ALLOCATION
 DVA 80                            828,012         17.751         14,698
 DVA 100                        13,619,005         17.478        238,036
 DVA Series 100                    111,165         17.009          1,891
 DVA Plus - Standard               321,380         17.164          5,516
 DVA Plus - Annual Ratchet         131,219         16.967          2,226
 DVA Plus - 7% Solution            966,464         16.773         16,210
                                                             ____________
                                                                 278,577

CAPITAL APPRECIATION
 DVA 80                            135,400         16.995          2,301
 DVA 100                         6,890,256         16.844        116,062
 DVA Series 100                     29,446         16.583            488
 DVA Plus - Standard               142,048         16.678          2,369
 DVA Plus - Annual Ratchet         130,099         16.569          2,156
 DVA Plus - 7% Solution            880,207         16.460         14,488
                                                             ____________
                                                                 137,864

RISING DIVIDENDS
 DVA 80                             94,221         15.135          1,426
 DVA 100                         5,202,327         15.044         78,266
 DVA Series 100                     71,778         14.886          1,069
 DVA Plus - Standard               200,767         14.949          3,001
 DVA Plus - Annual Ratchet         240,620         14.884          3,581
 DVA Plus - 7% Solution          1,237,570         14.818         18,339
                                                             ____________
                                                                 105,682

EMERGING MARKETS
 DVA 80                            179,381         10.109          1,813
 DVA 100                         3,025,602         10.048         30,401
 DVA Series 100                     29,299          9.942            291
 DVA Plus - Standard                81,078          9.984            810
 DVA Plus - Annual Ratchet          90,605          9.941            901
 DVA Plus - 7% Solution            607,096          9.897          6,008
                                                             ____________
                                                                  40,224
</TABLE>
NOTE 7 - UNIT VALUES (Continued)

<TABLE>
<CAPTION>

                                                              Total Unit
          Series                   Units       Unit Value       Value
___________________________________________________________________________
                                                             (in thousands)
<S>                              <C>               <C>            <C>
MARKET MANAGER
 DVA 100                           387,881         13.664         $5,300
 DVA Plus - 7% Solution              7,958         13.506            108
                                                             ____________
                                                                   5,408

VALUE EQUITY
 DVA 80                             49,795         13.673            681
 DVA 100                         1,591,925         13.626         21,691
 DVA Series 100                     28,180         13.543            381
 DVA Plus - Standard               172,797         13.583          2,347
 DVA Plus - Annual Ratchet         209,299         13.549          2,836
 DVA Plus - 7% Solution            926,850         13.515         12,527
                                                             ____________
                                                                  40,463

STRATEGIC EQUITY
 DVA 80                            121,512         11.208          1,362
 DVA 100                           757,951         11.186          8,479
 DVA Series 100                     31,468         11.146            351
 DVA Plus - Standard               320,206         11.170          3,577
 DVA Plus - Annual Ratchet         190,548         11.155          2,125
 DVA Plus - 7% Solution            829,424         11.140          9,239
                                                             ____________
                                                                  25,133

SMALL CAP
 DVA 80                             83,073         12.048          1,001
 DVA 100                           901,240         12.030         10,841
 DVA Series 100                     39,308         11.998            472
 DVA Plus - Standard               154,029         12.007          1,849
 DVA Plus - Annual Ratchet         152,988         11.994          1,835
 DVA Plus - 7% Solution            937,291         11.980         11,229
                                                             ____________
                                                                  27,227

MANAGED GLOBAL
 DVA 80                             84,011         10.442            877
 DVA 100                         6,517,490         10.361         67,528
 DVA Series 100                     69,295         10.225            709
 DVA Plus - Standard               174,689         10.252          1,791
 DVA Plus - Annual Ratchet         190,184         10.192          1,938
 DVA Plus - 7% Solution          1,087,019         10.132         11,014
                                                             ____________
                                                                  83,857

</TABLE>
                                                       


NOTE 7 - UNIT VALUES (Continued)

<TABLE>
<CAPTION>

                                                              Total Unit
          Series                   Units       Unit Value       Value
___________________________________________________________________________
                                                             (in thousands)
<S>                                 <C>            <C>               <C>
OTC
 DVA 100                             2,440         15.754            $39
 DVA Plus - Standard                   973         15.676             16
 DVA Plus - Annual Ratchet              64         15.607              1
 DVA Plus - 7% Solution              1,274         15.582             20
                                                             ____________
                                                                      76

GROWTH & INCOME
 DVA 100                            18,871         11.682            221
 DVA Plus - Standard                 1,307         11.667             15
 DVA Plus - Annual Ratchet              86         11.660              1
 DVA Plus - 7% Solution              2,236         11.650             26
                                                             ____________
</TABLE>                                                             263


                





 UNAUDITED FINANCIAL STATEMENTS
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          POST-ACQUISITION           PRE-ACQUISITION
                                                                         ------------------ ----------------------------------
                                                                           FOR THE PERIOD   FOR THE PERIOD
                                                                          AUGUST 14, 1996    JULY 1, 1996     FOR THE THREE
                                                                              THROUGH           THROUGH        MONTHS ENDED
                                                                         SEPTEMBER 30, 1996 AUGUST 13, 1996 SEPTEMBER 30, 1995
                                                                         ------------------ --------------- ------------------
                                                                           (CURRENT YEAR)   (CURRENT YEAR)   (PRECEDING YEAR)
                                                                                            (IN THOUSANDS)
<S>                                                                      <C>                <C>             <C>
REVENUES:
Annuity and life product fees and policy charges........................      $ 2,397           $ 2,690          $ 4,838
Management fee revenue..................................................          280               280              740
Net investment income...................................................        1,656             1,381              857
Realized gains (losses) on investments..................................           --                (2)              83
Other income............................................................          143                16               16
                                                                              -------           -------          -------
                                                                                4,476             4,365            6,534
BENEFITS AND EXPENSES:
Insurance operation benefits:
 Interest credited to account balances..................................        1,624             1,270              440
 Benefit claims incurred in excess of account balances..................          (25)              158              273
Underwriting, acquisition, and insurance expenses:
 Commissions............................................................        2,118             2,696            1,968
 General expenses.......................................................        1,517             1,920            3,738
 Insurance taxes........................................................          160               726              140
 Policy acquisition costs deferred......................................       (2,625)           (3,077)          (2,390)
 Amortization:
  Deferred policy acquisition costs.....................................          176             1,142              763
  Present value of in force acquired....................................          915               297              537
  Goodwill..............................................................          196                --               --
                                                                              -------           -------          -------
                                                                                4,056             5,132            5,469
                                                                              -------           -------          -------
                                                                                  420              (767)           1,065
Income tax expense (benefit):
 Current................................................................          147                --               --
 Deferred...............................................................           --            (1,463)              --
                                                                              -------           -------          -------
                                                                                  147            (1,463)              --
                                                                              -------           -------          -------
Net Income..............................................................      $   273           $   696          $ 1,065
                                                                              =======           =======          =======
</TABLE>
 
 
                            See accompanying notes.
    
 
                                       56

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          POST-ACQUISITION           PRE-ACQUISITION
                                                                         ------------------ ----------------------------------
                                                                           FOR THE PERIOD   FOR THE PERIOD
                                                                          AUGUST 14, 1996   JANUARY 1, 1996    FOR THE NINE
                                                                              THROUGH           THROUGH        MONTHS ENDED
                                                                         SEPTEMBER 30, 1996 AUGUST 13, 1996 SEPTEMBER 30, 1995
                                                                         ------------------ --------------- ------------------
                                                                           (CURRENT YEAR)   (CURRENT YEAR)   (PRECEDING YEAR)
                                                                                            (IN THOUSANDS)
<S>                                                                      <C>                <C>             <C>
REVENUES:
Annuity and life product fees and policy charges........................       $2,397           $12,259          $13,922
Management fee revenue..................................................          280             1,390              740
Net investment income...................................................        1,656             4,990            1,978
Realized gains (losses) on investments..................................           --              (420)              71
Other income............................................................          143                70               44
                                                                               ------           -------          -------
                                                                                4,476            18,289           16,755
BENEFITS AND EXPENSES:
Insurance operation benefits:
 Interest credited to account balances..................................        1,624             4,355              842
 Benefit claims incurred in excess of account balances..................          (25)              915            1,460
Underwriting, acquisition, and insurance expenses:
 Commissions............................................................        2,118            16,549            5,344
 General expenses.......................................................        1,517             9,422           10,058
 Insurance taxes........................................................          160             1,225              652
 Policy acquisition costs deferred......................................       (2,625)          (19,300)          (7,101)
 Amortization:
  Deferred policy acquisition costs.....................................          176             2,436            2,121
  Present value of in force acquired....................................          915               951            1,203
  Goodwill..............................................................          196                --               --
                                                                               ------           -------          -------
                                                                                4,056            16,553           14,579
                                                                               ------           -------          -------
                                                                                  420             1,736            2,176
Income tax expense (benefit):
 Current................................................................          147                --               --
 Deferred...............................................................           --            (1,463)              --
                                                                               ------           -------          -------
                                                                                  147            (1,463)              --
                                                                               ------           -------          -------
Net Income..............................................................       $  273           $ 3,199          $ 2,176
                                                                               ======           =======          =======
</TABLE>
 
                            See accompanying notes.
 
                                       57

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                      CONDENSED BALANCE SHEETS (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                            POST-ACQUISITION   PRE-ACQUISITION
                                                                                           SEPTEMBER 30, 1996 DECEMBER 31, 1995
                                                                                           ------------------ -----------------
                                                                                                      (IN THOUSANDS)
<S>                                                                                        <C>                <C>
ASSETS:
Investments:
 Fixed maturities, available for sale, at market
  (cost: 1996 -- $175,339; 1995 -- $48,671)...............................................     $  175,199        $   49,629
 Equity securities, at market (cost: 1996 -- $31;
  1995 -- $27)............................................................................             27                29
 Policy loans.............................................................................          4,159             2,021
 Short-term investments...................................................................         27,887            15,614
                                                                                               ----------        ----------
  Total Investments.......................................................................        207,272            67,293
 Cash and cash equivalents................................................................          9,529             5,046
 Accrued investment income................................................................          3,699               768
 Deferred policy acquisition costs........................................................          2,449            67,314
 Intangible assets........................................................................         39,011                --
 Present value of in force acquired.......................................................         84,881             6,057
 Other assets.............................................................................          2,528             7,626
 Separate account assets..................................................................      1,151,614         1,048,953
                                                                                               ----------        ----------
  Total Assets............................................................................     $1,500,983        $1,203,057
                                                                                               ==========        ==========
LIABILITIES AND SHAREHOLDER'S EQUITY:
Policy liabilities and accruals:
 Annuity and insurance reserves...........................................................     $  194,239        $   33,673
 Unearned revenue reserve.................................................................            749             6,556
Current income taxes......................................................................            147                --
Due to affiliates.........................................................................          2,766               675
Accrued expenses and other liabilities....................................................         11,467            15,075
Separate account liabilities..............................................................      1,151,614         1,048,953
                                                                                               ----------        ----------
  Total Liabilities.......................................................................      1,360,982         1,104,932

Commitments and contingent liabilities

SHAREHOLDER'S EQUITY:
 Common stock.............................................................................          2,500             2,500
 Preferred stock..........................................................................             --            50,000
 Additional paid-in capital...............................................................        137,372            45,030
 Unrealized appreciation (depreciation) of fixed maturities...............................           (140)              656
 Unrealized appreciation (depreciation) of equity securities..............................             (4)                2
 Retained earnings (deficit)..............................................................            273               (63)
                                                                                               ----------        ----------
  Total Shareholder's Equity..............................................................        140,001            98,125
                                                                                               ----------        ----------
  Total Liabilities and Shareholder's Equity..............................................     $1,500,983        $1,203,057
                                                                                               ==========        ==========
</TABLE>
 
                            See accompanying notes.
 
 
                                       58

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          POST-ACQUISITION           PRE-ACQUISITION
                                                                         ------------------ ----------------------------------
                                                                           FOR THE PERIOD   FOR THE PERIOD
                                                                          AUGUST 14, 1996   JANUARY 1, 1996    FOR THE NINE
                                                                              THROUGH           THROUGH        MONTHS ENDED
                                                                         SEPTEMBER 30, 1996 AUGUST 13, 1996 SEPTEMBER 30, 1995
                                                                         ------------------ --------------- ------------------
                                                                           (CURRENT YEAR)   (CURRENT YEAR)   (PRECEDING YEAR)
                                                                                            (IN THOUSANDS)
<S>                                                                      <C>                <C>             <C>
Net cash provided by (used in) operating activities.....................      $ (3,813)        $  (4,750)        $  3,451
INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
 Fixed maturities -- available for sale.................................           391            55,511           13,078
 Short-term investments -- net..........................................            --               364               --
                                                                              --------         ---------         --------
                                                                                   391            55,875           13,078
Acquisition of investments:
 Fixed maturities -- available for sale.................................            --          (184,589)         (41,648)
 Policy loans -- net....................................................          (161)           (1,977)            (847)
 Short-term investments -- net..........................................       (12,626)               --           (4,548)
                                                                              --------         ---------         --------
                                                                               (12,787)         (186,566)         (47,043)
Purchase of property and equipment......................................           (15)               --               --
                                                                              --------         ---------         --------
Net cash used in investing activities...................................       (12,411)         (130,691)         (33,965)

FINANCING ACTIVITIES
Investment contract deposits............................................        18,938           149,750           29,937
Investment contract withdrawals.........................................          (840)          (10,981)          (1,043)
Contributions of capital by parent......................................            --                --            3,443
Dividends paid on preferred stock.......................................            --              (719)          (2,557)
                                                                              --------         ---------         --------
Net cash provided by financing activities...............................        18,098           138,050           29,780
                                                                              --------         ---------         --------
Increase (decrease) in cash and cash equivalents........................         1,874             2,609             (734)
Cash and cash equivalents at beginning of period........................         7,655             5,046            3,316
                                                                              --------         ---------         --------
Cash and cash equivalents at end of period..............................      $  9,529         $   7,655         $  2,582
                                                                              ========         =========         ========
</TABLE>
 
 
                            See accompanying notes.
 
                                       59

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
              NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1 -- BASIS OF PRESENTATION
 
  The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim finan-
cial information and the instructions to Form 10-Q and Article 10 of Regula-
tion S-X. Accordingly, they do not include all of the information and foot-
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments were of
a normal recurring nature, unless otherwise noted in Management's Discussion
and Analysis and the Notes to Financial Statements. Operating results for the
periods August 14, 1996 through September 30, 1996, July 1, 1996 through Au-
gust 13, 1996 and January 1, 1996 through August 13, 1996 are not necessarily
indicative of the results that may be expected for periods reported at Decem-
ber 31, 1996. For further information, refer to the financial statements and
footnotes thereto included in the Golden American Life Insurance Company An-
nual Report on Form 10-K for the year ended December 31, 1995.
 
  On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all
of the outstanding capital stock of BT Variable, Inc. (Golden American Life
Insurance Company's parent) from Whitewood Properties Corporation ("White-
wood") pursuant to the terms of a Stock Purchase Agreement dated as of May 3,
1996 between Equitable and Whitewood (the "Purchase Agreement"). Refer to Note
6 for additional information.
 
  For financial statement purposes, the change in control of Golden American
Life Insurance Company ("Golden American") through the acquisition to BT Vari-
able, Inc. ("BT Variable") was accounted for as a purchase acquisition effec-
tive August 14, 1996. The effects of the acquisition have resulted in a new
basis of accounting reflecting estimated fair values for assets and liabili-
ties at that date. As a result, Golden American's financial statements for pe-
riods 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.
 
  For purposes of the condensed statements of cash flows, the company consid-
ers all demand deposits and interest bearing accounts not related to the in-
vestment function to be cash equivalents. All interest-bearing accounts clas-
sified as cash equivalents have original maturities of three months or less.
 
  Certain amounts in the 1995 financial statements have been reclassified to
conform to the 1996 financial statement presentation.
 
                                      60

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
        NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
 
NOTE 2--INVESTMENTS
 
  At September 30, 1996 and December 31, 1995, amortized cost, gross
unrealized gains and losses and estimated market values of fixed maturity se-
curities designated as available for sale are as follows:
 
<TABLE>
<CAPTION>
AVAILABLE FOR SALE                             POST-ACQUISITION
- ------------------       ------------------------------------------------------------
                         AMORTIZED GROSS UNREALIZED GROSS UNREALIZED ESTIMATED MARKET
SEPTEMBER 30, 1996         COST         GAINS            LOSSES           VALUE
- ------------------       --------- ---------------- ---------------- ----------------
                                                (IN THOUSANDS)
<S>                      <C>       <C>              <C>              <C>
U.S. government and
 governmental agencies
 and authorities:
 Mortgage-backed
  securities............ $  2,855        $  3                            $  2,858
 Other..................    2,680          --            $  (4)             2,676
Public utilities........   39,536          78              (80)            39,534
Investment grade
 corporate..............  127,628         183             (322)           127,489
Mortgage-backed
 securities.............    2,640           3               (1)             2,642
                         --------        ----            -----           --------
Total available for
 sale................... $175,339        $267            $(407)          $175,199
                         ========        ====            =====           ========
</TABLE>
 
<TABLE>
<CAPTION>
                                               PRE-ACQUISITION
                         ------------------------------------------------------------
                         AMORTIZED GROSS UNREALIZED GROSS UNREALIZED ESTIMATED MARKET
DECEMBER 31, 1995          COST         GAINS            LOSSES           VALUE
- -----------------        --------- ---------------- ---------------- ----------------
                                                (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 available for
 sale...................  $48,671        $989             $(31)          $49,629
                          =======        ====             ====           =======
</TABLE>
 
  No fixed maturity securities were designated as held for investment at Sep-
tember 30, 1996 or December 31, 1995. Short-term investments with maturities
of 30 days or less have been excluded from the above schedules. Amortized cost
approximates market value for these securities.
 
  Amortized cost and estimated market value of debt securities at September
30, 1996, by contractual maturity, 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>
                                                               ESTIMATED MARKET
   AVAILABLE FOR SALE                           AMORTIZED COST      VALUE
   ------------------                           -------------- ----------------
                                                        (IN THOUSANDS)
   <S>                                          <C>            <C>
   Due within one year.........................    $ 15,033        $ 15,046
   Due after one year through five years.......     129,852         129,787
   Due after five years through ten years......      22,109          21,990
   Due after ten years.........................       2,850           2,876
                                                   --------        --------
                                                    169,844         169,699
   Mortgage-backed securities..................       5,495           5,500
                                                   --------        --------
   Total available for sale....................    $175,339        $175,199
                                                   ========        ========
</TABLE>
 
NOTE 3--RELATED PARTY TRANSACTIONS
 
  In the fourth quarter of 1995, the service agreement between Directed Serv-
ices, Inc. ("DSI") and Golden American was amended to provide for a management
fee from DSI to Golden Ameri-
 
                                      61

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
        NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
can for certain managerial and supervisory services provided by Golden Ameri-
can. This fee, calculated as a percentage of average assets in the variable
separate accounts was $560,000 in the third quarter of 1996 and $1,670,000 in
the first nine months of 1996.
 
NOTE 4--SHAREHOLDER'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.
 
NOTE 5--COMMITMENTS AND CONTINGENCIES
 
  In a transaction that closed on September 30, 1992, Bankers Trust Company
("Bankers Trust") acquired from Mutual Benefit Life Insurance Company in Reha-
bilitation ("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 li-
ability 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 estab-
lished 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 contin-
gent liability discussed above. In exchange, Golden American irrevocably as-
signed 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.
 
  In the ordinary course of business, the company is engaged in litigation,
none of which management believes is material.
 
NOTE 6--ACQUISITION
 
  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 be-
tween Equitable and Whitewood. As noted above, BT Variable, in turn, owned all
the outstanding capital stock of Golden American and all of the outstanding
capital stock of DSI. In exchange for the outstanding capital stock of BT
Variable, Equitable paid the sum of $93,000,000 in cash to Whitewood in accor-
dance 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 Vari-
able to Bankers Trust pursuant to a revolving credit arrangement. On August
14, 1996, BT Variable, Inc. was formally renamed EIC Variable, Inc.
 
  The purchase price was allocated to the three companies purchased--BT Vari-
able, DSI and Golden American. Goodwill was established for the excess cost
over net assets acquired plus $965,000 of estimated acquisition costs and
pushed down to Golden American. The allocation of the purchase price is pre-
liminary with respect to the final settlement of taxes with Bankers Trust and
estimated acquisition costs and, as a result, goodwill may change. The alloca-
tion of the purchase price to Golden American was approximately $139,872,000.
The amount of goodwill relating to the acquisition was $39,207,000 at August
13, 1996, and is being amortized over 25 years on a straight line basis.
 
 
                                      62

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
        NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
 
  The following unaudited pro forma information is presented as if the acqui-
sition 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 nine months ended September 30, 1995. This
information is intended for informational purposes only and may not be indica-
tive of the company's future results of operations.
 
<TABLE>
<CAPTION>
                                             9 MONTHS ENDED     9 MONTHS ENDED
                                           SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
                                           ------------------ ------------------
                                                      (IN THOUSANDS)
   <S>                                     <C>                <C>
   Revenues...............................      $23,878            $18,446
   Net income.............................          854                684
</TABLE>
 
  The primary pro forma effects are revised amortization of deferred policy
acquisition costs, present value of in force acquired, unearned revenue, good-
will and the elimination of deferred tax benefits.
 
  A portion of the acquisition cost was allocated to the right to receive fu-
ture 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 estimated fair value of those
purchased policies. The expected future cash flows used to determine the fair
value are based on actuarially determined projected net cash flows from the
acquired insurance contracts.
 
  An analysis of the PVIF asset is as follows:
 
<TABLE>
<CAPTION>
                                                                                              POST-ACQUISITION  PRE-ACQUISITION
                                                                                             ------------------ ---------------
                                                                                               FOR THE PERIOD   FOR THE PERIOD
                                                                                              AUGUST 14, 1996   JANUARY 1, 1996
                                                                                                  THROUGH           THROUGH
                                                                                             SEPTEMBER 30, 1996 AUGUST 13, 1996
                                                                                             ------------------ ---------------
                                                                                                       (IN THOUSANDS)
   <S>                                                                                       <C>                <C>
   Beginning balance........................................................................      $85,796           $ 6,057
   Imputed interest.........................................................................          822               273
   Amortization.............................................................................       (1,737)           (1,229)
   Adjustment for unrealized gains on available for sale securities.........................           --                16
                                                                                                  -------           -------
   Ending balance...........................................................................      $84,881           $ 5,117
                                                                                                  =======           =======
</TABLE>
 
  Interest is imputed on the unamortized balance of PVIF at rates of 7.70% to
7.80%. PVIF is charged to expense and adjusted for the unrealized gains (loss-
es) on available for sale securities. Based on current conditions and assump-
tions as to the effect of future events on acquired policies in force, the ex-
pected approximate amortization for the fourth quarter of 1996 and the next
five years, relating to the balance of the PVIF as of September 30, 1996, is
as follows:
 
<TABLE>
<CAPTION>
     YEAR                                                            AMOUNT
     ----                                                         --------------
                                                                  (IN THOUSANDS)
   <S>                                                            <C>
   4th quarter 1996.............................................     $ 1,830
     1997.......................................................       9,664
     1998.......................................................      10,109
     1999.......................................................       9,243
     2000.......................................................       7,919
     2001.......................................................       6,798
</TABLE>
 
                                      63

 
 AUDITED FINANCIAL STATEMENTS
 
                        REPORT OF INDEPENDENT AUDITORS
 


Board of Directors and Stockholder
Golden American Life Insurance Company
 
  We have audited the accompanying balance sheets of Golden American Life In-
surance Company (the "Company") as of December 31, 1995 and 1994 and the re-
lated statements of operations, changes in stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1995. 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 stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting 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 pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Golden American Life In-
surance Company at December 31, 1995 and 1994, and the results of its opera-
tions and its cash flows for each of the three years in the period ended De-
cember 31, 1995, in conformity with generally accepted accounting principles.

 
                                          /s/ Ernst & Young LLP



 
Philadelphia, Pennsylvania
February 12, 1996, 
except for Note 10, as to 
which the date is August 13, 1996
 



 
                                      64

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                                 BALANCE SHEETS
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31
                                                           ----------------------
                                                              1995        1994
                                                           ----------  ----------
<S>                                                        <C>         <C>
ASSETS
Investments:
 Fixed maturities at market value (amortized cost $48,671
 and $ --)...............................................  $   49,629  $       --
 Fixed maturities held to maturity, at amortized cost
 (market -- $2,659)......................................          --       2,749
 Short-term investments, at cost, which approximates
 market..................................................      15,614      13,933
 Equity securities, at market (cost $27 and $17).........          29          16
 Policy loans............................................       2,021         513
                                                           ----------  ----------
  Total investments......................................      67,293      17,211
Cash.....................................................        (323)      3,316
Accrued investment income................................         768          92
Due from affiliates and separate accounts................       1,127         963
Deferred policy acquisition costs........................      67,314      60,662
Unamortized cost assigned to insurance contracts in
force....................................................       6,057       7,620
Funds held in escrow pursuant to an Exchange Agreement...       4,150       2,757
Due from reinsurers......................................       2,062       1,713
Other assets.............................................         287         134
Separate account assets..................................   1,048,953     950,292
                                                           ----------  ----------
  Total assets...........................................  $1,197,688  $1,044,760
                                                           ==========  ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
 Insurance and annuity reserves (including $1,641 and $17
 of unamortized deferred sales load).....................  $   33,673  $    1,051
 Due to affiliates and separate accounts.................         675         660
 Accrued expenses and other liabilities..................       1,329       1,053
 Payable for investment purchases........................       7,938          --
 Unearned revenue........................................       6,556       1,759
 Adjustable principal amount promissory note, 7.50%, due
 1997....................................................         439         439
 Separate account liabilities (including $41,566 and
 $48,924 of unamortized deferred sales load).............   1,048,953     950,292
                                                           ----------  ----------
  Total liabilities......................................   1,099,563     955,254
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, 10,000 issued and outstanding..      50,000      50,000
Additional paid-in capital...............................      45,030      37,086
Net unrealized appreciation/(depreciation) of
securities...............................................         658          (1)
Retained earnings (deficit)..............................         (63)        (79)
                                                           ----------  ----------
 Total stockholder's equity..............................      98,125      89,506
                                                           ----------  ----------
  Total liabilities and stockholder's equity.............  $1,197,688  $1,044,760
                                                           ==========  ==========
</TABLE>
 
 
                            See accompanying notes.
 
                                       65

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                            STATEMENTS OF OPERATIONS
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31
                                                   ---------------------------
                                                    1995      1994      1993
                                                   -------  --------  --------
<S>                                                <C>      <C>       <C>
REVENUES
Variable life and annuity product fees and policy
charges..........................................  $18,388  $ 17,519  $ 10,192
Management fee revenue...........................      987        --        --
Net investment income............................    2,818       560       216
Realized capital gain (loss).....................      297        65        35
                                                   -------  --------  --------
Total revenues...................................   22,490    18,144    10,443
EXPENSES
Policy benefits..................................    3,146        35     1,747
Commissions and overrides........................    7,653    16,741    34,260
Salaries, benefits and other employee-related
costs............................................    6,601     5,866        --
Financing charges and interest...................       --     1,962       726
Other general, administrative, and operating
expenses.........................................    7,268     7,665     9,248
Deferral of policy acquisition costs.............   (9,804)  (23,119)  (37,129)
Amortization of deferred policy acquisition
costs............................................    2,710     4,608     2,027
Amortization of cost assigned to insurance
contracts in force...............................    1,552     2,164     1,357
                                                   -------  --------  --------
Total expenses...................................   19,126    15,922    12,236
                                                   -------  --------  --------
Net income (loss)................................  $ 3,364  $  2,222  $ (1,793)
                                                   =======  ========  ========
</TABLE>
 
 
 
 
                            See accompanying notes.
 
                                       66

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
 
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
 
<TABLE>
<CAPTION>
                                                                           UNREALIZED
                          SHARES   SHARES                    ADDITIONAL   APPRECIATION    RETAINED      TOTAL
                          COMMON  PREFERRED COMMON PREFERRED  PAID-IN   (DEPRECIATION) OF EARNINGS  STOCKHOLDER'S
                           STOCK    STOCK   STOCK    STOCK    CAPITAL      SECURITIES     (DEFICIT)    EQUITY
                          ------- --------- ------ --------- ---------- ----------------- --------- -------------
<S>                       <C>     <C>       <C>    <C>       <C>        <C>               <C>       <C>
Balances at January 1,
1993....................  150,000           $1,500            $13,336         $ 14         $  (508)    $14,342
Issuance of common
stock...................  100,000            1,000                                                       1,000
Contribution of
capital.................                                       15,000                                   15,000
Net loss................                                                                    (1,793)     (1,793)
Change in unrealized
appreciation of
securities..............                                                        48              --          48
                          -------  -------  ------  -------   -------         ----         -------     -------
Balances at December 31,
1993....................  250,000       --   2,500       --    28,336           62          (2,301)     28,597
Issuance of preferred
stock...................           10,000          $50,000                                             50,000
Contribution of
capital.................                                        8,750                                    8,750
Net income..............                                                                     2,222       2,222
Change in unrealized
depreciation of
securities..............                                                       (63)                        (63)
                          -------  -------  ------  -------   -------         ----         -------     -------
Balances at December 31,
1994....................  250,000   10,000   2,500   50,000    37,086           (1)            (79)     89,506
Contribution of
capital.................                                        7,944                                    7,944
Net income..............                                                                     3,364       3,364
Preferred stock
dividends...............                                                                    (3,348)     (3,348)
Change in unrealized
appreciation of
securities..............                                                       659                         659
                          -------  -------  ------  -------   -------         ----         -------     -------
Balances at December 31,
1995....................  250,000   10,000  $2,500  $50,000   $45,030         $658         $   (63)    $98,125
                          =======  =======  ======  =======   =======         ====         =======     =======
</TABLE>
 
                            See accompanying notes.
 
                                       67

 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                            STATEMENTS OF CASH FLOWS
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31
                                                   ----------------------------
                                                     1995      1994      1993
                                                   --------  --------  --------
<S>                                                <C>       <C>       <C>
OPERATING ACTIVITIES
Net income (loss)................................  $  3,364  $  2,222  $ (1,793)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
 Amortization of deferred policy acquisition
 costs...........................................     2,710     4,608     2,027
 Amortization of costs assigned to insurance
 contracts in force..............................     1,552     2,164     1,357
 Change in unearned revenue......................     4,949     1,594    (1,141)
 Increase in accrued investment income...........      (676)      (24)       (1)
 Change in due to/from affiliates and separate
 accounts........................................      (149)   (3,299)    2,976
 Changes in other assets, accrued expenses and
 other liabilities...............................      (226)   (1,552)       42
 Policy acquisition costs deferred...............    (9,804)  (23,119)  (37,129)
 Change in insurance and annuity reserves........     4,664    (1,370)      550
 Net amortization of premium (discount) on fixed
 maturity investments and funds held in escrow...      (142)       13        --
                                                   --------  --------  --------
Net cash provided by (used in) operating
activities.......................................     6,242   (18,763)  (33,112)
INVESTING ACTIVITIES
Purchases of fixed maturities....................   (61,723)     (857)     (543)
Sales of fixed maturities........................    23,729       319       552
Purchases of common stock........................       (10)       (7)     (260)
Sales of common stock............................        --       250       240
(Increase) decrease in policy loans..............    (1,508)     (369)      202
Funds held in escrow pursuant to an Exchange
Agreement........................................    (1,242)   (1,382)   (1,375)
                                                   --------  --------  --------
Net cash used in investing activities............   (40,754)   (2,046)   (1,184)
FINANCING ACTIVITIES
(Retirement) issuances of short-term debt........        --   (40,000)   33,600
Investment contract deposits.....................    29,501        --        --
Investment contract withdrawals..................    (1,543)       --        --
Issuance of common stock.........................        --        --     1,000
Issuance of preferred stock......................        --    50,000        --
Preferred stock dividend paid....................    (3,348)       --        --
Contribution of capital by parent................     7,944     8,750    15,000
                                                   --------  --------  --------
Net cash provided by financing activities........    32,554    18,750    49,600
                                                   --------  --------  --------
Net (decrease) increase in cash and short-term
investments......................................    (1,958)   (2,059)   15,304
Cash and short-term investments at beginning of
year.............................................    17,249    19,308     4,004
                                                   --------  --------  --------
Cash and short-term investments at end of year...  $ 15,291  $ 17,249  $ 19,308
                                                   ========  ========  ========
</TABLE>
 
 
                            See accompanying notes.
 
                                       68

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                         NOTES TO FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1995
 
1. ORGANIZATION
  Effective September 30, 1992, Golden American Life Insurance Company
("Golden American") became a wholly-owned subsidiary of BT Variable, Inc.
("BTV"), an indirect wholly-owned subsidiary of Bankers Trust Company ("Bank-
ers Trust"). Previously, Golden American was owned by Mutual Benefit Life In-
surance Company in Rehabilitation ("Mutual Benefit"). Golden American is pri-
marily 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. Effective December 30, 1993, Golden American was redomesticated from
the State of Minnesota to the State of Delaware.
 
  In a transaction that closed on September 30, 1992, Bankers Trust acquired
from Mutual Benefit, in accordance with the terms of an Exchange Agreement,
all of the issued and outstanding capital stock of Golden American and Di-
rected Services, Inc. ("DSI"), an affiliate of Golden American, and certain
related assets and contributed them to BTV. The portion of the aggregate con-
sideration exchanged by Bankers Trust, allocable to Golden American, was val-
ued at approximately $11,600 thousand, subject to subsequent adjustment pursu-
ant to the Exchange Agreement. This allocation was based primarily on the
estimated value of insurance contracts in force and also included the acquisi-
tion of net tangible assets of $400 thousand. The transaction involved settle-
ment of pre-existing claims of Bankers Trust against Mutual Benefit. The ulti-
mate value of these claims has not yet been determined by the Superior Court
of New Jersey and is contingently supported by a $5,000 thousand note payable
from Golden American and a $6,000 thousand letter of credit from Bankers
Trust. The Golden American note is secured by a pledge of Golden American's
right to receive certain deferred sales loads. Bankers Trust has estimated
that the contingent liability due from Golden American amounted to $439 thou-
sand at December 31, 1995 and 1994. Golden American deposited with an escrow
agent $1,225 thousand and $1,300 thousand in 1995 and 1994, respectively, pur-
suant to certain provisions of the Exchange Agreement.
 
  In addition, concurrent with the closing, Bankers Trust entered into an
agreement with Golden American to cause Golden American, commencing with the
closing and for so long as Bankers Trust continues to own, directly or indi-
rectly, all the issued and outstanding capital stock of Golden American, to
have at all times statutory capital and surplus of no less than the sum of (i)
$5,000 thousand and (ii) an amount equal to 1% of the statutory-basis separate
account liabilities of Golden American. During 1995, 1994, and 1993 BTV con-
tributed additional capital and paid-in surplus of $7,944 thousand, $8,750
thousand, and $16,000 thousand, respectively, to Golden American. In 1994,
Golden American issued $50,000 thousand of preferred stock that was purchased
by BTV for $50,000 thousand in cash.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  The preparation of the financial statements in conformity with generally ac-
cepted accounting principles requires management to make estimates and assump-
tions that affect the amounts reported in the financial statements and accom-
panying notes. Actual results could differ from those estimates.
 
Basis of Presentation
  The accompanying financial statements have been presented in accordance with
generally accepted accounting principles ("GAAP"). The acquisition of Golden
American has been accounted for as a purchase by Bankers Trust and, according-
ly, the acquired assets and liabilities were recorded at their estimated fair
values at September 30, 1992. In accordance with requirements of the Securi-
ties and Exchange Commission, this new basis of accounting has been "pushed
down" to Golden American.
 
Investments
  Fixed maturities are considered available for sale and are carried at market
in 1995. Previously fixed maturities were treated as held until maturity and
carried at cost. Short-term investments are carried at cost, which approxi-
mates market. Equity securities, principally investments
 
                                      69

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
in mutual funds, are carried at market based on quoted market prices. Net
unrealized appreciation of equity securities is included as a component of
stockholder's equity. The cost of investments sold is determined by using the
specific identification method.
 
Variable Life and Annuity Products
  Variable life and annuity products include individual and group flexible
premium variable life insurance policies and annuity products. Golden American
provides for variable accumulation and benefits under the policies and con-
tracts by crediting life and annuity considerations in accordance with
contractholder direction to one or more divisions within various variable sep-
arate accounts or fixed interest divisions. Golden American's fixed interest
divisions include the Guaranteed Interest Division, the Fixed Interest Divi-
sion, and the Market Value Adjusted Fixed Interest separate account.
 
Separate Accounts
  Variable separate accounts assets and liabilities reported in the accompany-
ing balance sheets represent funds that are separately administered princi-
pally for variable life policies and annuity contracts and for which the poli-
cyholders and contractholders rather than Golden American bear the investment
risk. At the direction of the policyowners and contractholders, the separate
accounts invest the premium and annuity considerations from the sale of vari-
able life and annuity products either in shares of specified mutual funds or
directly in other investments. The assets and liabilities of Golden American's
separate accounts are clearly identified and segregated from other assets and
liabilities of Golden American. The portion of the separate account assets ap-
plicable to variable life policies and variable annuity contracts cannot be
charged with liabilities arising out of any other business Golden American may
conduct.
 
  Variable separate account assets carried at fair value of the underlying in-
vestments generally represent policyowner and contractholder investment values
maintained in the accounts. Variable separate account liabilities represent
account balances for the variable life policies and annuity 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 statements of operations of Golden American.
 
Revenue Recognition
  Revenues from variable life and annuity products consists of charges for
mortality and expense risk, cost of insurance, contract administration, and
surrender charges, as applicable to each contract. In addition, most life and
annuity contracts provide for a distribution fee collected for a limited num-
ber of years after each premium deposit, as defined in each applicable con-
tract. For life contracts, the distribution fee is based on the premiums col-
lected, the face amount issued, and the underwriting characteristics of each
insured. For annuity contracts, the distribution fee is based on the amount of
premiums collected and allocated to the variable separate accounts. Revenue
recognition of collected distribution fees is amortized over the life of the
contract in proportion to its expected gross profits. The balance of unrecog-
nized revenue related to the distribution fees is reported as unearned reve-
nue.
 
Costs Assigned to Insurance Contracts in Force
  The costs assigned to insurance contracts in force represents the value of
the right to receive future profits from the life insurance and annuity poli-
cies existing at the date of acquisition from Mutual Benefit. Such value is
the actuarially-determined present value of projected future profits from the
acquired contracts discounted at an interest rate of 15%. Costs assigned to
insurance contracts in force is being amortized over the estimated life of the
applicable insurance contracts in relation to estimated future gross profits.
 
                                      70

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  The following is a reconciliation of the costs assigned to insurance con-
tracts in force for the years ended December 31, 1995, 1994 and 1993.
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31
                                                      -------------------------
                                                       1995     1994     1993
                                                      -------  -------  -------
                                                          (IN THOUSANDS)
   <S>                                                <C>      <C>      <C>
   Beginning balance................................. $ 7,620  $ 9,784  $11,140
   Interest accrued..................................     548      696      942
   Amortization......................................  (2,100)  (2,860)  (2,298)
                                                      -------  -------  -------
   Ending Balance.................................... $ 6,068  $ 7,620  $ 9,784
                                                      =======  =======  =======
</TABLE>
 
  The following table presents the expected amortization of the costs assigned
to insurance contracts in force over the next five years. The amortization may
be adjusted based on periodic evaluation of the expected gross profits.
 
<TABLE>
<CAPTION>
                                                                  (IN THOUSANDS)
   <S>                                                            <C>
   1996..........................................................     $1,424
   1997..........................................................      1,200
   1998..........................................................        918
   1999..........................................................        559
   2000..........................................................        430
</TABLE>
 
Deferred Policy Acquisition Costs
  Deferred policy acquisition costs consist primarily of commissions, certain
underwriting expenses and the costs of issuing policies that vary with and are
directly related to the production of new and renewal business. Acquisition
costs for variable life and annuity products are being amortized over the
lives of the policies in relation to the present value of estimated future
gross profits. The future gross profit estimates are subject to periodic eval-
uation with necessary revisions applied against amortization to date.
 
Insurance and Annuity Reserves
  Insurance and annuity reserves represent variable life and annuity account
balances invested in the fixed interest divisions, policy loan balances on
variable life policies, and supplementary contract reserves on annuitized pol-
icies. Interest credited rates for the fixed interest divisions ranged from 4%
to 7% during 1995 and 1994.
 
Policy Benefits
  Policy benefits that are charged to expense include benefits incurred in the
period in excess of the related policy account balances and interest credited
to policy account balances invested in the fixed interest divisions.
 
Reinsurance
  Included in the accompanying financial statements are net considerations to
reinsurers of $2,800 thousand and $2,400 thousand and net policy benefits re-
coveries of $3,500 thousand and $1,900 thousand in 1995 and 1994, respective-
ly. Effective September 30, 1992, Golden American terminated all reinsurance
agreements with Mutual Benefit. Subsequently, Golden American entered into
agreements covering substantially all of the mortality risks under both life
policies and annuity contracts with unaffiliated reinsurers. Golden American
remains liable to the extent that its reinsurers do not meet their obligations
under the reinsurance agreements. Reinsurance in-force for life mortality
risks were $24,700 thousand and $23,000 thousand at December 31, 1995 and 1994
and for annuity mortality risks were $83,500 thousand and $149,600 thousand at
December 31, 1995 and 1994, respectively.
 
                                      71

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Effective June 1, 1994, Golden American entered into a reinsurance agreement
on a modified coinsurance basis with an unaffiliated reinsurer. The accompany-
ing financial statements are presented net of the effects of the treaty which
reduced net income by $109 thousand and $27 thousand in 1995 and 1994, respec-
tively.
 
Cash Equivalents
  The Company considers all short-term investments (including commercial pa-
per, money markets, and certificates of deposit) with a maturity of three
months or less when purchased to be cash equivalents.
 
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
  Golden American has evaluated its financial instruments, principally short-
term investments, policy loans, the adjustable principal amount promissory
note, and insurance and annuity reserves and determined that carrying amounts
reported in the balance sheets approximate fair value.
 
4. INVESTMENTS
  The major categories of investment income for 1995, 1994 and 1993 are summa-
rized as follows:
 
<TABLE>
<CAPTION>
                                                              1995   1994  1993
                                                             ------  ----  ----
                                                              (IN THOUSANDS)
   <S>                                                       <C>     <C>   <C>
   Fixed maturities......................................... $1,610  $142  $114
   Short-term investments...................................    899   226    90
   Equity securities........................................     --     1     1
   Policy loans.............................................     56    11    11
   Cash.....................................................    148    99    --
   Funds held in escrow.....................................    166    83    --
                                                             ------  ----  ----
   Gross investment income..................................  2,879   562   216
   Investment expenses......................................    (61)   (2)   --
                                                             ------  ----  ----
   Net investment income.................................... $2,818  $560  $216
                                                             ======  ====  ====
</TABLE>
 
  A summary of investments in debt securities, including fixed maturities and
short-term investments, at December 31, 1995 and 1994 is as follows:
 
<TABLE>
<CAPTION>
                                                              GROSS
                                                            UNREALIZED ESTIMATED
                                                  AMORTIZED   GAINS     MARKET
                                                    COST     (LOSSES)    VALUE
                                                  --------- ---------- ---------
                                                          (IN THOUSANDS)
   <S>                                            <C>       <C>        <C>
   At December 31, 1995:
    U.S. Treasury securities.....................  $17,832     $ 92     $17,924
    U.S. Government-backed securities............    2,037       86       2,123
    Corporate securities.........................   44,416      780      45,196
                                                   -------     ----     -------
                                                   $64,285     $958     $65,243
                                                   =======     ====     =======
   At December 31, 1994:
    U.S. Treasury securities.....................  $16,682     $(90)    $16,592
                                                   =======     ====     =======
</TABLE>
 
                                      72

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
4. INVESTMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                              1995                1994
                                       ------------------- -------------------
                                                 ESTIMATED           ESTIMATED
                                       AMORTIZED  MARKET   AMORTIZED  MARKET
                                         COST      VALUE     COST      VALUE
                                       --------- --------- --------- ---------
                                                   (IN THOUSANDS)
   <S>                                 <C>       <C>       <C>       <C>
   Due in one year or less............  $17,398   $17,408   $14,634   $14,622
   Due after one year through five
   years..............................   39,023    39,467       850       827
   Due after five years through ten
   years..............................    6,818     7,201     1,198     1,143
   Due after ten years through twenty
   years..............................    1,046     1,167        --        --
                                        -------   -------   -------   -------
                                        $64,285   $65,243   $16,682   $16,592
                                        =======   =======   =======   =======
</TABLE>
 
  At December 31, 1995 and 1994, gross unrealized (depreciation) appreciation
of marketable equity securities recognized directly in stockholder's equity
was $3 thousand and $(1) thousand, respectively.
 
  At December 31, 1995 and 1994, $2,711 thousand and $2,695 thousand, respec-
tively, in principal amount of fixed maturity investments were on deposit with
regulatory authorities pursuant to certain statutory requirements.
 
5. STOCKHOLDER'S EQUITY
  The payment of cash dividends by Golden American is subject to statutory re-
strictions equal to the higher of 10% of surplus as regards policyholders or
100% of the prior year's net gain, not to exceed unassigned surplus. The maxi-
mum dividend payout which may be made without prior approval in 1996 is $6,636
thousand. Golden American is required to maintain a minimum total statutory-
basis capital and surplus of not less than $5,000 thousand under the provi-
sions of the insurance laws of certain states in which it is presently li-
censed to sell variable life and annuity products.
 
  A reconciliation of Golden American's GAAP-basis stockholder's equity as of
December 31, 1995 and 1994 and net loss for the years ended December 31, 1995
and 1994 to its statutory-basis capital and surplus and net loss included in
the accompanying financial statements is as follows:
 
<TABLE>
<CAPTION>
                                            CAPITAL AND         NET INCOME
                                              SURPLUS             (LOSS)
                                         ------------------  -----------------
                                           1995      1994     1995      1994
                                         --------  --------  -------  --------
                                                   (IN THOUSANDS)
   <S>                                   <C>       <C>       <C>      <C>
   GAAP-basis..........................  $ 98,125  $ 89,506  $ 3,364  $  2,222
   Asset valuation reserve/interest
   maintenance reserve.................      (506)      (42)      28         3
   Fixed maturities from acquisition...        (2)      (76)      74        14
   Deferred policy acquisition costs...   (67,314)  (60,662)  (7,094)  (18,511)
   Cost assigned to insurance contracts
   in force............................    (6,057)   (7,620)   1,552     2,164
   Deferred sales loads, surrender
   charges and policy charges..........    40,150    49,223   (9,073)    7,000
   Reserves............................    (1,972)   (4,985)   3,013    (5,017)
   Unearned revenue....................     6,556     1,759    4,949     1,594
   Other...............................    (1,665)     (811)    (930)     (729)
   Unrealized appreciation of fixed
   maturity investments................      (958)       --       --        --
                                         --------  --------  -------  --------
   Statutory-basis.....................  $ 66,357  $ 66,292  $(4,117) $(11,260)
                                         ========  ========  =======  ========
</TABLE>
 
  During 1992, the NAIC approved certain Risk-Based Capital ("RBC") require-
ments for life/health insurance companies. Those requirements were effective
beginning in 1993 and require
 
                                      73

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
5. STOCKHOLDER'S EQUITY (CONTINUED)
that the amount of capital maintained by an insurance company is to be deter-
mined based on the various risk factors related to it. At December 31, 1995
and 1994, Golden American met the RBC requirements.
 
  On December 30, 1994, Golden American issued 10,000 shares of Redeemable
Preferred Stock. Dividends declared and paid on the Redeemable Preferred Stock
were $3.35 million or $334.79 per share in 1995. As of December 31, 1994, Div-
idends in Arrears on the Redeemable Preferred Stock were $17.9 thousand or
$1.79 per share. The dividends are cumulative and are calculated based on a
rate not to exceed the sum of the Prime Rate and 1.5%. The Redeemable Pre-
ferred Stock is redeemable at the option of Golden American at the redemption
price of $5 thousand per share subject to appropriate regulatory approvals.
 
6. 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 in-
surance products issued by Golden American which as of December 31, 1995, are
sold primarily through two broker/dealer institutions. For the years ended De-
cember 31, 1995, 1994 and 1993, commissions paid by Golden American to DSI ag-
gregated $8,440 thousand, $17,569 thousand, and $34,260 thousand, respective-
ly.
 
  Golden American provided to DSI certain of its personnel to perform manage-
ment, administrative and clerical services and the use of certain facilities.
Golden American charged DSI for such expenses and all other general and admin-
istrative 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 thousand and $2,013 thousand,
respectively, which were comprised of allocated salary charges, premise and
equipment charges, and other expenses.
 
  In 1995, the service agreement between DSI and Golden American was amended
to provide for a management fee from DSI to Golden American. This fee, for
managerial and supervisory services provided by Golden American calculated as
a percentage of average assets in the variable separate accounts, was $987
thousand for 1995.
 
  Prior to 1994, Golden American had entered into agreements with DSI to per-
form services related to the management of its investments and the distribu-
tion of its products. For the year 1993, Golden American incurred $311 thou-
sand for such services. The agreement was terminated as of January 1, 1994.
 
  Prior to 1994, Golden American had arranged with BTV to perform services re-
lated to the development and administration of its products. For the year
1993, fees earned by BTV from Golden American for these services aggregated
$2,701 thousand. The agreement was terminated as of January 1, 1994.
 
  In addition, prior to 1994, BTV provided to Golden American certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. BTV charged Golden American for such ex-
penses 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 BTV's employees on behalf of Golden American. For the
year 1993, BTV allocated to Golden American $1,503 thousand. The agreement was
terminated on January 1, 1994.
 
  Golden American maintains cash on deposit at Bankers Trust.
 
7. INCOME TAXES
  Golden American is taxed, on a separate company basis, as a life insurance
company pursuant to applicable provisions of the Internal Revenue Code (the
"Code"). At December 31, 1995 and
 
                                      74

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
7. INCOME TAXES (CONTINUED)
1994, Golden American had net operating loss ("NOL") carryforwards for federal
income tax purposes of approximately $22,600 thousand and $17,400 thousand,
respectively. Approximately $2,400 thousand of these NOL's, relating to opera-
tions prior to ownership by Mutual Benefit, can be used to offset future tax-
able income of Golden American only through the year 2005, subject to annual
limitations. Approximately $800 thousand, $4,100 thousand, $10,100 thousand
and $5,200 thousand are available through the years 2007, 2008, 2009, and
2010, respectively.
 
  Significant components of Golden American's deferred tax liabilities and as-
sets are as follows:
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                               ---------------
                                                                1995    1994
                                                               ------- -------
                                                               (IN THOUSANDS)
   <S>                                                         <C>     <C>
   Deferred tax liabilities:
    Deferred policy acquisition costs......................... $23,560 $21,200
    Unamortized cost assigned to insurance contracts in
    force.....................................................   2,120   2,700
    Other.....................................................     598      --
                                                               ------- -------
                                                                26,278  23,900
   Deferred tax assets:
    Net operating loss carryforwards..........................   7,891   6,000
    Insurance liabilities.....................................  15,520  15,200
    Deferred policy acquisition costs proxy tax...............   3,666   3,700
    Other.....................................................      57     700
                                                               ------- -------
                                                                27,134  25,600
    Valuation allowance for deferred tax assets...............     856   1,700
                                                               ------- -------
     Net deferred tax liabilities............................. $    -- $    --
                                                               ======= =======
</TABLE>
 
  The following is an analysis of the difference between the U.S. Federal
statutory income tax rate and the effective tax rate on income (loss) before
income taxes:
 
<TABLE>
<CAPTION>
                                                          1995   1994    1993
                                                         ------  -----  ------
   <S>                                                   <C>     <C>    <C>
   Federal statutory rate...............................     35%    35%     35%
                                                         ======  =====  ======
<CAPTION>
                                                           (IN THOUSANDS)
   <S>                                                   <C>     <C>    <C>
   Taxes at statutory rate.............................. $1,177  $ 778  $ (627)
   Dividends received deduction.........................   (350)  (368)   (194)
   Other, net...........................................     17   (210)   (379)
   Valuation allowance..................................   (844)  (200)  1,200
                                                         ------  -----  ------
     Taxes based on income (loss)....................... $   --  $  --  $   --
                                                         ======  =====  ======
</TABLE>
 
8. SHORT-TERM DEBT
  All short-term debt was repaid as of December 30, 1994. Interest paid during
1994 and 1993 was $1,962 thousand and $726 thousand, respectively. The repay-
ment of amounts borrowed under this loan had been guaranteed by Bankers Trust.
 
9. PENSION AND PROFIT SHARING PLAN AND OTHER EMPLOYEE BENEFITS
  The Company's employees are covered under the Parent's benefit plans. The
noncontributory pension plan and the profit sharing plan of the Parent are
also available to eligible employees of the Company. Total 1995 and 1994 ex-
penses relating to these Parent company benefit plans were $200 thousand and
$200 thousand, respectively.
 
                                      75

 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
                 NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
                               DECEMBER 31, 1995
 
 
10. SUBSEQUENT EVENT
  Equitable of Iowa Companies ("Equitable of Iowa") and BTV entered into a de-
finitive agreement on May 3, 1996 providing for the acquisition by Equitable
of Iowa of all interest in BTV and its subsidiaries, Golden American and DSI.
The acquisition was completed on August 13, 1996. Equitable of Iowa is the
holding company for Equitable Life Insurance Company of Iowa, USG Annuity &
Life Company, Locust Street Securities, Inc. and Equitable Investment Servic-
es, Inc.     
 
                                      76

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.
 
                             PART C -- OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

(a)   All financial statements are included in the Statement of 
Additional Information, as indicated therein.

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 Combination Variable and Fixed Annuity
               Contract (10)
         (b)  Discretionary Group Deferred Combination Variable and Fixed
                Annuity Contract (10)
         (c)  Individual Deferred Variable Annuity Contract (10)
         (d)  External Exchange Program Endorsement (9)
         (e)  DVA Update Program Schedule Page (9)
         (f)  Individual Retirement Annuity Rider Page (9)

    (5)  (a)  Individual Deferred Combination Variable and Fixed Annuity
                Application (10) 
         (b)  Group Deferred Combination Variable and Fixed Annuity Enrollment
                Form (10)
         (c)  Individual Deferred Variable Annuity Application (10)

    (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 (11)

    (7)  Not applicable

    (8)  (i)  Form of Fund Participation Agreement between Golden American and
              and Travelers Series Fund Inc. (to be filed by amendment)
         (ii) Form of Fund Participation Agreement between Golden American
              and Smith Barney Series Fund. (to be filed by amendment)

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

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

    (11) Not applicable

    (12) Not applicable

    (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 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).
(5) 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).
(6) 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).
(7) 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).
(8) Incorporated herein by reference to post-effective amendment No. 2 to the
registration statement for The Specialty Managers Separate Account A on Form 
S-6 filed with the Securities and Exchange Commission on September 13, 1989 
(File No. 33-23458).
(9) Incorporated herein by reference to pre-effective amendment No. 1 to the
registration statement for Separate Account B filed with the Securities and 
Exchange Commission on September 7, 1995 (File No. 33-59261).
(10)Incorporated herein by reference to post-effective amendment No. 2 to the
registration statement for Separate Account B filed with the Securities and 
Exchange Commission on May 1, 1996 (File No. 33-59261).
(11) 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 February 7, 1997 (File No. 33-59261).

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 Insuarnce 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:

EIC VARIABLE, INC. ("EICV") - This corporation is a general business 
corporation organized under the laws of the State of New York.  The primary
purpose of EICV is to serve in an advisory, managerial and consultative 
capacity to the Depositor and to engage generally in the business of providing,
promoting and establishing systems, methods and controls for managerial 
efficiency and operation for such company, as well as others.  EIC Variable,
Inc. is a wholly owned subsidiary of Equitable of Iowa Companies.
         
         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 EICV.  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 August 15, 1996, 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
                 EIC Variable, Inc.
                    Golden American Life Insurance Company
                         First Golden American Life Insurance Company of
                               New York
                    Directed Services, Inc.


Item 27:  Number of Contract Owners

22,965 as of December 31, 1996

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:

<TABLE>
<CAPTION
<S>                         <C>                        <C>
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 Companies                            Chief Financial Officer, and
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 President, 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
</TABLE>

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

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

Accounts and records are maintained by BT Variable, Inc. and Golden American 
Life Insurance Company at 1001 Jefferson Street, Suite 400, Wilmington, DE
19801.

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 the 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.


                             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 Delaware, on the 14th day of February, 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/ Myles R. Tashman
        ------------------------  
         Myles R. Tashman
         Executive Vice President and
              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 February 
14, 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*

- ----------------------
Jerome L. Sychowski
       
       By:  /s/ Myles R. Tashman     Attorney-in-Fact
           -----------------------
           Myles R. Tashman
_______________________
*Executed by Myles R. Tashman on behalf of those indicated pursuant
to Power of Attorney.
                                

                                  EXHIBIT INDEX

ITEM   EXHIBIT                                               PAGE #

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

10(b)  Written Consent of Ernst & Young LLP. . . . . . . . 

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



                        10(a) Written Consent of Sutherland, Asbill & Brennan

Sutherland, Asbill & Brennan, L.P.P.                              ATLANTA
Tel: (202) 383-0100  1275 Pennsylvania Ave, NW                     AUSTIN
Fax: (202) 637-3593  Washington, DC  20004-2404                   NEW YORK
                                                                 WASHINGTON

                                February 13, 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. 6 to the registration statement on Form N-4 for
the Separate Account B (File No. 33-59261).  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



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





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 use of our reports 
dated February 12, 1996 (except Note 10, as to which the date is August 13,
1996), with respect to Golden American Life Insurance Company, and
February 12, 1996 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. 6 to the Registration Statement (Form N-4 No. 33-59261) and
related Prospectus of Separate Account B.


                                           /s/Ernst & Young LLP

Des Moines, Iowa
February 5, 1997



                                              10(c) Consent of Myles R. Tashman

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

February 14, 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
Statement of Additional Information.  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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