SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
N-4/A, 1999-02-05
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 5, 1999
                                          Registration Nos. 333-66757, 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. 2
                         Post-Effective Amendment No.___
                                     and/or

                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 61

                               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 E. Roth, Esq.
1001 Jefferson Street, Suite 400            Sutherland Asbill & Brennan LLP
Wilmington, DE  19801                       1275 Pennsylvania Avenue, N.W.
(NAME AND ADDRESS OF AGENT FOR SERVICE      Washington, D.C. 20004-2404
  OF PROCESS)

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

        Title of Securities being Registered:
   Interests in a separate account under flexible premium deferred variable
   annuity contracts.

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






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                             PART A


                      PROSPECTUS SUPPLEMENT


                   VALUE PROSPECTUS SUPPLEMENT

   FOR USE IN STATES WHICH DO NOT PERMIT MARKET VALUE ADJUSTMENTS


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                    PROSPECTUS SUPPLEMENT

                   DATED FEBRUARY [12], 1999



                      Supplement to the
           Prospectus dated FEBRUARY [12], 1999 for
  DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                           issued
          by Golden American Life Insurance Company
       (the "GoldenSelect VALUE Prospectuses")

                         __________


  This supplement should be retained with your Prospectus.







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

Interests in the Fixed Interest Division are offered through
an Offering Brochure, dated February [12], 1999. The Fixed
Interest Division is different from the Fixed Account which
is described in the prospectus but which is not available
in your state.  When reading through the GoldenSelect
VALUE Prospectus, the Fixed Interest Division should
be counted among the various divisions available for the
allocation of your premiums, in lieu of the Fixed Account.
The Fixed Interest Division may not be available in some
states. Some restrictions may apply.

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












G3770 FID VALUE 2/99

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                                PROFILE OF
                           GOLDENSELECT VALUE
                     FIXED AND VARIABLE ANNUITY CONTRACT

                           February [12], 1999

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

1.  THE ANNUITY CONTRACT

The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company.  The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of the 23 mutual
fund investment portfolios through our Separate Account B listed on
the next page and/or (ii) in a fixed account of Golden American with
guaranteed interest periods.  We set the interest rates in the
fixed account (which will never be less than 3%) periodically.
We currently offer guaranteed interest periods of 6 months,
1, 3, 5, 7 and 10 years.  We may credit a different interest rate
for each interest period.  The interest you earn in the fixed account
as well as your principal is guaranteed by Golden American as long
as you do not take your money out before the applicable maturity
date for the interest period.  We will apply a market value adjustment
if you withdraw your money from the fixed account more than 30 days
before the applicable maturity date.  The investment portfolios are
designed to offer a better return than the fixed account.  However,
this is NOT guaranteed.  You can lose your money.

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

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

2.  YOUR ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity payments are the periodic payments you will begin receiving on
the annuity start date.  You may choose one of the following annuity
payment options:

                                   1

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


Annuity payments under Options 1, 2 and 3 are fixed.  Annuity payments
under Option 4 may be fixed or variable.  Once you elect an annuity
option and begin to receive payments, it cannot be changed.

3.  PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)

You may purchase the Contract with an initial payment of $25,000 or
more.  You may make additional payments of $1,000 or more at any time
before you turn age 86.  With our prior consent, you may make
premium payments over $1,000,000.

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

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

4.  THE INVESTMENT PORTFOLIOS
   
You can direct your money into either:  (1) the fixed account with
guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10 years,
and/or (2) into any one or more of the following 23 mutual fund
investment portfolios through our Separate Account B.  The investment
portfolios are described in the prospectuses for the GCG Trust,
the PIMCO Variable Insurance Trust and the Warburg Pincus Trust.
Keep in mind that any amount you direct into the fixed account earns
a fixed interest rate.  But if you invest in any of the following
investment portfolios, depending on market conditions, you may make or
lose money:
    
<TABLE>
<CAPTION>
  THE GCG TRUST
     <S>                           <C>                           <C>
     Multiple Allocation Series    Value Equity Series           Mid-Cap Growth Series
     Fully Managed Series          Strategic Equity Series       Total Return Series
     Capital Appreciation Series   Small Cap Series              Research Series
     Rising Dividends Series                                           Global Fixed Income Series
      All-Growth Series                                                     Limited Maturity Bond Series
      Real Estate Series              Growth Opportunities Series   Liquid Asset Series
     Hard Assets Series            Developing World Series
                                           Growth & Income Series
                                        Value + Growth Series

 </TABLE>

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio
   
  THE WARBURG PINCUS TRUST
    International Equity Portfolio
    
                                   2
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5.  EXPENSES

The Contract has insurance features and investment features, and there
are costs related to each.  The Company currently does not deduct an
annual contract administrative charge but may in the future charge
an annual contract administrative fee of $30 or 2% of the contract
value, whichever is less.  We also collect a mortality and expense risk
charge and an asset-based administrative charge.  These 2 charges are
deducted daily directly from the amounts in the investment portfolios.
The asset-based administrative charge is 0.15% annually.  The annual
rate of the mortality and expense risk charge depends on the death
benefit you choose:
   
<TABLE>
<CAPTION>
                                      Standard                    Enhanced Death Benefits
                                    Death Benefit    Annual Ratchet  3% Solution  5% Solution  7% Solution
                                    -------------    --------------  -----------  -----------  -----------
   <S>                                  <C>               <C>           <C>           <C>          <C>
   Mortality & Expense Risk Charge      0.75%             0.95%         0.90%         1.05%        1.20%
   Asset-Based Administrative Charge    0.15%             0.15%         0.15%         0.15%        0.15%
     Total                              0.90%             1.10%         1.05%         1.20%        1.35%
</TABLE>
    
Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment portfolio,
currently range from 0.61% to 1.80% annually (see table below) of the
portfolio's average daily net asset balance.

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

We deduct a surrender charge if you surrender your Contract or withdraw
an amount exceeding the free withdrawal amount.  The free withdrawal
amount in any contract year is the greater of (i) any earnings less
previous withdrawals; or (ii) 10% of premium payments paid within the
last 7 years and not previously withdrawn, less any previous withdrawals
taken in the same contract year.  The following table shows the schedule
of the surrender charge that will apply.  The surrender charge is a
percent of each premium payment.

<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality and expense risk charge, the asset-based
administrative charge, and reflects the annual contract administrative
charge as 0.04% (based on an average contract value of $70,000).  The
"Total Annual Investment Portfolio Charges" column reflects the
portfolio charges for each portfolio and are based on actual expenses
as of December 31, 1997, except for newly formed portfolios and
portfolios that had not commenced operations as of December 31, 1997
where the charges have been estimated.  The column "Total Annual
Charges" reflects the sum of the previous two columns.  The columns
under the heading "Examples" show you how much you would pay under the
Contract for a 1-year period and for a 10-year period.

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

                                   3
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<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------------------------
  |                                                                       EXAMPLES:            |
  |                                      TOTAL ANNUAL                     --------             |
  |                         TOTAL ANNUAL  INVESTMENT    TOTAL    TOTAL CHARGES AT THE END OF:  |
  |                          INSURANCE    PORTFOLIO    ANNUAL                                  |
  |INVESTMENT PORTFOLIO        CHARGES     CHARGES     CHARGES       1 YEAR      10 YEARS      |
  |                                                                                            |
  |--------------------------------------------------------------------------------------------|
  <S>                           <C>         <C>         <C>         <C>           <C>          |
  |THE GCG TRUST                                                                               |
  |Multiple Allocation          1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Fully Managed                1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Capital Appreciation         1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Rising Dividends             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |All-Growth                   1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Real Estate                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Hard Assets                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Value Equity                 1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Strategic Equity             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Small Cap                    1.39%       0.99%       2.38%       $ 84.14       $271.40      |
   
    
  |Growth Opportunities         1.39%       1.11%       2.50%       $ 86.34       $294.57      |
  |Developing World             1.39%       1.80%       3.19%       $ 92.22       $349.37      |
  |Growth & Income              1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Value + Growth               1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Mid-Cap Growth               1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Total Return                 1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Research                     1.39%       0.96%       2.35%       $ 83.84       $268.38      |
  |Global Fixed Income          1.39%       1.60%       2.99%       $ 90.23       $330.75      |
  |Limited Maturity Bond        1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |Liquid Asset                 1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |                                                                                            |
  |THE PIMCO TRUST                                                                             |
  |PIMCO High Yield Bond        1.39%       0.75%       2.14%       $ 81.73       $246.95      |
  |PIMCO StocksPLUS                                                                            |
  |  Growth and Income          1.39%       0.65%       2.04%       $ 80.73       $236.58      |
  |
   
  |THE WARBURG PINCUS TRUST                                                                                      |
  |International Equity         1.39%       1.36%       2.75%       $ 88.94       $148.74    |
  ----------------------------------------------------------------------------------------------
</TABLE>
    
For the newly formed portfolios, the charges have been estimated.
The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Research and Global Fixed Income
portfolios. The Year 1 examples above include a 6% surrender charge.
For more detailed information, see the fee table in the prospectus
for the Contract.


6.  TAXES

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

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


For owners of most qualified Contracts, when you reach age 70 1/2, you
will be required by federal tax laws to begin receiving payments from
your annuity or risk paying a penalty tax.  In those cases, we will
calculate and pay you the minimum required distribution amounts.  If
you are younger than 59 1/2 when you take money out, in most cases, you
will be charged a 10% federal penalty tax on the amount withdrawn.

7.  WITHDRAWALS

You can withdraw your money at any time during the accumulation phase.
You may elect in advance to take systematic withdrawals described on
page 7.  Withdrawals above the free withdrawal amount may be subject to
a surrender charge.  We will apply a market value adjustment if you
withdraw your money from the fixed

                                   4
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account more than 30 days before the applicable maturity date.  Income
taxes and a penalty tax may apply to amounts withdrawn.

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

You may choose (i) the Standard Death Benefit, (ii) the Percent
Solution Enhanced Death Benefit currently offering a 3%, 5% or 7%
Solution, or (iii) the Annual Ratchet Enhanced Death Benefit.  The
Percent Solution Enhanced Death Benefit and the Annual Ratchet Enhanced
Death Benefit are available only if the contract owner or the annuitant
(if the contract owner is not an individual) is not more than 70 years
old at the time of purchase.

The death benefit applies on the first person to die of the contract
owner, joint owner, or annuitant (if a contract owner is not an
individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is the surviving spouse and elects to continue
the Contract.  The death benefit paid depends on the death benefit you
have chosen.  The death benefit value is calculated at the close of the
business day on which we receive due proof of death at our Customer
Service Center.  If your beneficiary elects not to take the death
benefit at the time of your death, the death benefit in the future may
be affected.  If you die after the annuity start date and you
are the annuitant, your beneficiary will receive the death benefit you chose
under the annuity option then in effect.

Under the Standard Death Benefit, if you die before the annuity start
          ----------------------
date, your beneficiary will receive the greatest of:
   1) the contract value;
   2) the total premium payments made under the Contract after subtracting
      any withdrawals; or
   3) the cash surrender value.

Under the Percent Solution Enhanced Death Benefit, if you die before
          ---------------------------------------
the annuity start date, your beneficiary will receive the greatest of:
   1) the contract value;
   2) the total premium payments made under the Contract after
      subtracting any withdrawals;
   3) the cash surrender value; or
   4) the enhanced death benefit, which we determine as follows: we credit
      interest each business day at of the enhanced death benefit annual
      effective rate* to the enhanced death benefit from the preceding day
      (which would be the initial premium if the preceding day is the
      contract date), then we add additional premiums paid since the
      preceding day, then we subtract any withdrawals made since the preceding
      day, then we adjust for any market value adjustment, and then we
      subtract any associated surrender charges.  If you select the 7%
      interest rate, there is a  maximum enhanced death benefit of 2 times
      all premium payments, less an amount to reflect withdrawals.

      *Note: You select the enhanced death benefit interest rate of
             3%, 5% or 7% when you purchase the Contract.  The interest
             rate used for calculating the death benefit for the Liquid
             Asset and Limited Maturity Bond  investment portfolios will be
             the lesser of the enhanced death benefit annual effective rate
             you selected or the net rate of return for such portfolios
             during the applicable period.  The interest rate used for
             calculating the death benefit for your investment in the fixed
             account will be the lesser of the enhanced death benefit annual

                                   5
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             effective rate you selected or the interest credited to
             such investment during the applicable period.  The investments
             you select will affect your maximum death benefit as explained
             above.

Under the Annual Ratchet Enhanced Death Benefit, if you die before the
          -------------------------------------
annuity start date, your beneficiary will receive the greatest of:
   1) the contract value;
   2) the total premium payments made under the Contract after
      subtracting any withdrawals;
   3) the cash surrender value; or
   4) the enhanced death benefit, which is determined as follows:  On
      each contract anniversary that occurs on or before the contract
      owner turns age 70, we compare the prior enhanced death benefit to
      the contract value and select the larger amount as the new enhanced
      death benefit.  On all other days, the enhanced death benefit is
      the following amount:  On a daily basis, we first take the enhanced
      death benefit from the preceding day (which would be the initial
      premium if the preceding day is the contract date), then we add
      additional premiums paid since the preceding day, and then we
      subtract any withdrawals made since the preceding day, then we
      adjust for any market value adjustment, and then we subtract
      for any associated surrender charges.  That amount becomes the
      new enhanced death benefit.

Note: In all cases described above, amounts could be reduced by premium
      taxes owed and withdrawals not previously deducted.  The enhanced
      death benefits may not be available in all states.  Please refer
      to the Contract for more details.

10.  OTHER INFORMATION

     Free Look.  If you cancel the Contract within 10 days after you
      ---------
receive it, you will receive a full refund of the contract value
(including charges and as adjusted for any market value adjustment).
If applicable state law requires a longer free look period, or the
return of the premium paid, the Company will comply.  Unless your state
requires us to return your premium payment, you bear the investment
risk during the free look period; therefore, the contract value
returned may be greater or less than your premium payment.  Your
contract value will be determined at the close of business on the day
we receive a written request for a refund.

      Transfers among Investment Portfolios and the Fixed Account.  You can
      -----------------------------------------------------------
make transfers among your investment portfolios and your investment
in the fixed account as frequently as you wish without any current tax
implications.  The minimum amount for a transfer is $100.  Currently
there is no charge for transfers, and we do not limit the number of
transfers.  The Company may, in the future, charge a $25 fee for any
transfer after the twelfth transfer in a contract year or limit the
number of transfers allowed.  Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment.  A market value adjustment could increase or decrease your
contract value and/or the amount you transfer or withdraw.


      No Probate.  In most cases, when you die, the person you choose as
      ----------
your beneficiary will receive the death benefit without going through
probate.

      Additional Features.  This Contract has other features you may be
   -------------------
interested in.  These include:

          Dollar Cost Averaging.  This is a program that allows you to
invest a fixed amount of money in the investment portfolios each month,
which may give you a lower average cost per unit over time than a
single one-time purchase.  Dollar cost averaging requires regular
investments regardless of fluctuating price levels, and does not
guarantee profits or prevent losses in a declining market.  This option
is currently available only if you have $1,200 or more in the Limited
Maturity Bond or the Liquid Asset investment portfolios or in the fixed
account with either a 6-month or 1-year guaranteed interest period.
Transfers from the fixed account under this program will not be subject
to a market value adjustment.

                                   6
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          Systematic Withdrawals.  During the accumulation phase, you can
arrange to have money sent to you at regular intervals throughout the
year.  Within limits these withdrawals will not result in any
withdrawal charge.  Withdrawals from your money in the fixed account
under this program are not subject to a market value adjustment.  Of
course, any applicable income and penalty taxes will apply on amounts
withdrawn.

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

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

      Customer Service Center
      P.O. Box 8794
      Wilmington, DE  19899-8794
      (800) 366-0066

or your registered representative.

                                   7
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          This Page is Intentionally Left Blank


                                   8
<PAGE>
<PAGE>



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

                            February [12], 1999
                   DEFERRED COMBINATION VARIABLE AND
                        FIXED ANNUITY PROSPECTUS
                             GOLDENSELECT VALUE

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

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

The Contract provides a means for you to invest your premium payments
in one or more of 23 investment portfolios.  You may also allocate
premium payments to our Fixed Account with guaranteed interest periods.
Your contract value will vary daily to reflect the investment
performance of the investment portfolio(s) you select and any interest
credited to your allocations in the Fixed Account.  The investment
portfolios available under your Contract are:

<TABLE>
<CAPTION>
     <S>                                <C>
     THE GCG TRUST:                     MANAGER:
     Multiple Allocation Series         Zweig Advisors, Inc.
     Fully Managed Series               T. Rowe Price Associates, Inc.
     Capital Appreciation Series        INVESCO (NY), Inc.
     Rising Dividends Series            Kayne Anderson Investment Management, LLC
     All-Growth Series                  Pilgrim, Baxter & Associates, Ltd.
     Real Estate Series                 EII Realty Securities, Inc.
     Hard Assets Series                 Van Eck Associates Corporation
     Value Equity Series                Eagle Asset Management, Inc.
     Strategic Equity Series            Zweig Advisors Inc.
     Small Cap Series                   Fred Alger Management, Inc.
   
    
     Growth Opportunities Series        Montgomery Asset Management, LLC
     Developing World Series            Montgomery Asset Management, LLC
     Growth & Income Series             Robertson, Stephens & Company Investment Management, L.P.
     Value + Growth Series              Robertson, Stephens & Company Investment Management, L.P.
     Mid-Cap Growth Series              Massachusetts Financial Services Company
     Total Return Series                Massachusetts Financial Services Company
     Research Series                    Massachusetts Financial Services Company
     Global Fixed Income Series         Baring International Investment Limited (an affiliate)
     Limited Maturity Bond Series       ING  Investment Management, LLC (an affiliate)
     Liquid Asset Series                ING  Investment Management, LLC (an affiliate)
     PIMCO VARIABLE INSURANCE TRUST:
     PIMCO High Yield Bond Portfolio    Pacific Investment Management Company
     PIMCO StocksPLUS Growth            Pacific Investment Management Company
       and Income Portfolio
   
     WARBURG PINCUS TRUST:
     International Equity Portolio      Warburg Pincus Asset Management, Inc.
</TABLE>
    
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed
Account's guaranteed interest periods as "Fixed Interest Allocations"
in this prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set the
interest rate to be less than a minimum annual rate of 3%.  You may
choose guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10
years.  The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you
take your money out from a Fixed Interest Allocation more than 30 days
before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment").  A Market Value Adjustment
could increase or decrease your contract value and/or the amount you
take out.  You bear the risk that you may receive less than your
principal if we take a Market Value Adjustment.  For Contracts sold in
some states, not all Fixed Interest Allocations or subaccounts are
available.  You have a right to return a Contract within 10 days
after you receive it for a full refund of the contract value (which
may be more or less than the premium payments you paid), or if
required by your state, the original amount of your premium payment.
Longer free look periods apply in some states.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated February [12], 1999 has been filed
with the Securities and Exchange Commission.  It is available without
charge upon request.  To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 8794, Wilmington, DE 19899-8794 or
call (800) 366-0066, or access the SEC's website (http://www.sec.gov).
The table of contents of the Statement of Additional Information
("SAI") is on the last page of this prospectus and the SAI is made part
of this prospectus by reference.

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

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
   
AN INVESTMENT IN THE GCG TRUST, THE PIMCO TRUST OR THE WARBURG PINCUS TRUST
IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
    
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
TRUST, THE PIMCO TRUST AND THE WARBURG PINCUS TRUST.


<PAGE>
<PAGE>


- ------------------------------------------------------------------------
                              TABLE OF CONTENTS
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    PAGE
<S>                                                                 <C>
Index of Special Terms.............................................   1
Fees and Expenses..................................................   2
Performance Information............................................   5
   Accumulation Unit...............................................   5
   Net Investment Factor...........................................   5
   Financial Statements............................................   6
   Performance Information.........................................   6
Golden American Life Insurance Company.............................   7
The Trusts.........................................................   7
Golden American Separate Account B.................................   8
The Investment Portfolios..........................................   8
   Investment Objectives...........................................   8
   Investment Portfolio Management Fees............................  10
The Fixed Interest Allocation......................................  10
   Selecting a Guaranteed Interest Period..........................  11
   Guaranteed Interest Rates.......................................  11
   Transfers from a Fixed Interest Allocation......................  11
   Withdrawals from a Fixed Interest Allocation....................  12
   Market Value Adjustment.........................................  12
The Annuity Contract...............................................  13
   Contract Date and Contract Year.................................  13
   Annuity Start Date..............................................  13
   Contract Owner..................................................  14
   Annuitant.......................................................  14
   Beneficiary.....................................................  14
   Purchase and Availability of the Contract.......................  15
   Crediting of Premium Payments...................................  15
   Contract Value .................................................  16
   Cash Surrender Value............................................  16
   Surrendering to Receive the Cash Surrender Value................  16
   Addition, Deletion or Substitution of Subaccounts
     and Other Changes.............................................  17
   The Fixed Account...............................................  17
   Other Important Provisions......................................  17
Withdrawals........................................................  17
   Regular Withdrawals.............................................  17
   Systematic Withdrawals..........................................  17
   IRA Withdrawals.................................................  18
Transfers Among Your Investments...................................  19
   Dollar Cost Averaging...........................................  19
   Automatic Rebalancing...........................................  20
Death Benefit Choices..............................................  20
   Death Benefit During the Accumulation Phase.....................  20
      Standard Death Benefit.......................................  21
      Enhanced Death Benefits......................................  21
   Death Benefit During the Income Phase...........................  22
Charges and Fees...................................................  22
   Charge Deduction Subaccount.....................................  22
   Charges Deducted from the Contract Value........................  22
      Surrender Charge.............................................  22
      Free Withdrawal Amount.......................................  23
      Surrender Charge for Excess Withdrawals......................  23
      Premium Taxes................................................  23
      Administrative Charge........................................  23
      Excess Transfer Charge.......................................  23
   Charges Deducted from the Subaccounts...........................  24
      Mortality and Expense Risk Charge............................  24
      Asset-Based Administrative Charge............................  24
   Trust Expenses..................................................  24
The Annuity Options................................................  24
   Annuitization of Your Contract..................................  24
   Selecting the Annuity Start Date................................  25
</TABLE>

                                   (i)
<PAGE>
<PAGE>

- ------------------------------------------------------------------------
                        TABLE OF CONTENTS (CONTINUED)
- ------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    PAGE
<S>                                                                 <C>
   Frequency of Annuity Payments...................................  25
   The Annuity Options.............................................  25
      Income for a Fixed Period....................................  25
      Income for Life with a Period Certain........................  25
      Joint Life Income............................................  25
      Annuity Plan.................................................  25
   Payment When Named Person Dies..................................  26
Other Contract Provisions..........................................  26
   Reports to Contract Owners......................................  26
   Suspension of Payments..........................................  26
   In Case of Errors in Your Application...........................  26
   Assigning the Contract as Collateral............................  26
   Contract Changes-Applicable Tax Law.............................  26
   Free Look.......................................................  26
   Group or Sponsored Arrangements.................................  27
   Selling the Contract............................................  27
Other Information..................................................  27
   Voting Rights...................................................  27
   Year 2000 Problem...............................................  27
   State Regulation................................................  28
   Legal Proceedings...............................................  28
   Legal Matters...................................................  28
   Experts.........................................................  28
Federal Tax Considerations.........................................  28
More Information About Golden American.............................  34
Financial Statements of Golden American Life Insurance Company.....  56
Statement of Additional Information
   Table of Contents...............................................  91
Appendix A
   Market Value Adjustment Examples................................  A1
Appendix B
   Surrender Charge for Excess Withdrawals Example.................  B1
</TABLE>

                                   (ii)
<PAGE>
<PAGE>



- -----------------------------------------------------------------------
                        INDEX OF SPECIAL TERMS
- -----------------------------------------------------------------------

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

<TABLE>
<CAPTION>
<S>                                               <C>
SPECIAL TERM                                     PAGE
Accumulation Unit                                  5
Annual Ratchet Enhanced Death Benefit             21
Annuitant                                         14
Annuity Start Date                                13
Cash Surrender Value                              16
Contract Date                                     13
Contract Owner                                    14
Contract Value                                    16
Contract Year                                     13
Fixed Interest Allocation                         10
Free Withdrawal Amount                            23
Market Value Adjustment                           12
Net Investment Factor                              5
Percent Solution Enhanced Death Benefit           21
Standard Death Benefit                            21
</TABLE>

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

<TABLE>
<CAPTION>
TERM USED IN THIS PROSPECTUS       CORRESPONDING TERM USED IN THE CONTRACT

<S>                                <C>
Accumulation Unit Value            Index of Investment Experience
Annuity Start Date                 Annuity Commencement Date
Contract Owner                     Owner or Certificate Owner
Contract Value                     Accumulation Value
Excess Transfer Charge             Excess Allocation Charge
Fixed Interest Allocation          Fixed Allocation
Free Look Period                   Right to Examine Period
Guaranteed Interest Period         Guarantee Period
Subaccount(s)                      Division(s)
Net Investment Factor              Experience Factor
Regular Withdrawals                Conventional Partial Withdrawals
Withdrawals                        Partial Withdrawals
</TABLE>

                                   1
<PAGE>
<PAGE>



- -----------------------------------------------------------------------
                              FEES AND EXPENSES
- -----------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge:

<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>

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

   *  A Market Value Adjustment may apply to certain transactions, which
      may increase or decrease your contract value and/or your transfer
      or surrender amount.

   ** We may in the future charge $25 per transfer if you make more than
      12 transfers in a contract year.
   
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
   Administrative Charge...........................................  $ 0
   (We may in the future charge an annual contract administrative
    charge of $30 or 2% of your contract value, whichever is less.)
    
SEPARATE ACCOUNT ANNUAL CHARGES***
   
<TABLE>
<CAPTION>
                                               Standard        Enhanced Death Benefit
                                             Death Benefit         Annual Ratchet
                                             -------------         --------------
     <S>                                         <C>                    <C>
     Mortality and Expense Risk Charge......     0.75%                  0.95%
     Asset Based Administrative Charge......     0.15%                  0.15%
     Total Separate Account Expenses........     0.90%                  1.10%
</TABLE>
    

<TABLE>
<CAPTION>
                                              Percent Solution Enhanced Death Benefit
                                              ---------------------------------------
                                             3% Solution    5% Solution    7% Solution
                                             -----------    -----------    -----------
     <S>                                        <C>            <C>             <C>
     Mortality and Expense Risk Charge......    0.90%          1.05%           1.20%
     Asset Based Administrative Charge......    0.15%          0.15%           0.15%
     Total Separate Account Expenses........    1.05%          1.20%           1.35%
</TABLE>

     ***As a percentage of assets in each investment portfolio.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio or on the combined average daily net assets of
the indicated groups of portfolios):

<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |              |       OTHER        |      TOTAL         |
  |                                                |              |    EXPENSES(2)     |     EXPENSES       |
  |                                                |  MANAGEMENT  |   AFTER EXPENSE    |   AFTER EXPENSE    |
  |   PORTFOLIO                                    |    FEES(1)   |  REIMBURSEMENT(3)  |  REIMBURSEMENT(3)  |
  |                                                |              |                    |                    |
  |---------------------------------------------------------------------------------------------------------|
  <S>                                              <C>            <C>                  <C>
  |   Multiple Allocation, Fully Managed, Capital  |              |                    |                    |
  |   Appreciation, Rising Dividends, All-Growth,  |              |                    |                    |
  |   Real Estate, Hard Assets, Value Equity,      |              |                    |                    |
  |   Strategic Equity, Small Cap                  |     0.98%    |        0.01%       |        0.99%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Growth Opportunities, Growth & Income,       |              |                    |                    |
  |   Value + Growth                               |     1.10%    |        0.01%       |        1.11%       |
  |                                                |              |                    |                    |
   
    
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Developing World                             |     1.75%    |        0.05%       |        1.80%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Mid-Cap Growth, Total Return                 |     0.96%    |        0.01%       |        0.97%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Research                                     |     0.96%    |        0.00%(3)    |       0.96%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Global Fixed Income                          |     1.60%    |       0.00%(3)     |       1.60%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Limited Maturity Bond, Liquid Asset          |     0.60%    |       0.01%        |       0.61%        |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
</TABLE>


                                   2
<PAGE>
<PAGE>



Other Expenses are based on actual expenses for fiscal year ended
December 31, 1997, except for newly formed portfolios and portfolios
that had not commenced operations as of December 31, 1997 where the
charges have been estimated.
   (1)  Fees decline as combined assets increase. See the prospectus for
        the GCG Trust for more information.
   (2)  Other Expenses generally consist of independent trustees fees and
        certain expenses associated with investing in international
        markets.
   (3)  Directed Services, Inc. is currently reimbursing
        expenses and waiving management fees to maintain Total Expenses at
        0.96% for the Research portfolio and 1.60% for the Global Fixed
        Income portfolio as shown.  This agreement will remain in place
        through December 31, 1999.  Without this Agreement, and based on
        current estimates, Total Expenses for the Research and Fixed Income
        portfolios would be 0.97% and 1.65%, respectively.

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


<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |   ADVISORY   |       OTHER        |       TOTAL        |
  |   PORTFOLIO                                    |     FEES     |      EXPENSES      |      EXPENSES      |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  <S>                                              <C>            <C>                  <C>
  |   PIMCO High Yield Bond                        |     0.50%    |        0.25%       |        0.75%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   PIMCO StocksPLUS Growth and Income           |     0.40%    |        0.25%       |        0.65%       |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
</TABLE>
Other Expenses are estimated since, as of December 31, 1997, these
portfolios had not yet commenced operations.
   
THE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |              |      OTHER         |      TOTAL         |
  |                                                |              |     EXPENSES       |     EXPENSES       |
  |                                                |  ADVISORY    |   AFTER EXPENSE    |   AFTER EXPENSE    |
  |   PORTFOLIO                                    |    FEES      |  REIMBURSEMENT(1)  |  REIMBURSEMENT(1)  |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  <S>                                              <C>            <C>                  <C>
  |   International Equity                         |     1.00%    |        0.36%       |        1.36%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
</TABLE>
    
Total Expenses are based on actual expenses for fiscal year ended
December 31, 1997.
   
   (1)  As a result of a certain arrangement to offset portions of the
        portfolio's transfer agent expense, expenses for the portfolio
        were reduced by 0.1% for the fiscal year ended December 31, 1997.
        Without this arrangement, Total Expenses for the portfolio would
        be 1.36%.
    
The purpose of the foregoing tables is to assist you in understanding
the various costs and expenses that you will bear directly and
indirectly.  See the prospectuses of the GCG Trust and the PIMCO Trust
for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.  See "Charges and Fees -- Charges Deducted from the
Contract Value."

                                   3
<PAGE>
<PAGE>


Examples:
- --------
In the following examples, surrender charges may apply if you choose to
annuitize within the first 7 contract years.  The examples assume
election of the Percent Solution Enhanced Death Benefit with a 7%
Solution and are based on an assumed 5% annual return.

If you surrender your Contract at the end of the applicable time
period, you would pay the following expenses for each $1,000 invested:

<TABLE>
<CAPTION>
     <S>                            <C>            <C>
     THE GCG TRUST                  1 YEAR         3 YEARS
     Multiple Allocation..........  $84.14         $124.30
     Fully Managed................  $84.14         $124.30
     Capital Appreciation.........  $84.14         $124.30
     Rising Dividends.............  $84.14         $124.30
     All-Growth...................  $84.14         $124.30
     Real Estate..................  $84.14         $124.30
     Hard Assets..................  $84.14         $124.30
     Value Equity.................  $84.14         $124.30
     Strategic Equity.............  $84.14         $124.30
     Small Cap....................  $84.14         $124.30
   
    
     Growth Opportunities.........  $86.34         $140.97
     Developing World.............  $92.22         $158.39
     Growth & Income..............  $86.34         $140.97
     Value + Growth...............  $86.34         $140.97
     Mid-Cap Growth...............  $83.94         $133.70
     Total Return.................  $83.94         $133.70
     Research.....................  $83.84         $133.39
     Global Fixed Income..........  $90.23         $152.50
     Limited Maturity Bond........  $80.33         $122.79
     Liquid Asset.................  $80.33         $122.79

     THE PIMCO TRUST
     PIMCO High Yield Bond........  $81.73         $127.04
     PIMCO StocksPLUS Growth
       and Income.................  $80.73         $124.00
   
     THE WARBURG PINCUS TRUST
     International Equity.........  $88.94         $148.74
</TABLE>
    
                                   4
<PAGE>
<PAGE>



If you do not surrender your Contract or if you annuitize on the
annuity start date, you would pay the following expenses for each
$1,000 invested:

<TABLE>
<CAPTION>
     THE GCG TRUST                  1 YEAR        3 YEARS

     <S>                            <C>           <C>
     Multiple Allocation..........  $24.14        $74.30
     Fully Managed................  $24.14        $74.30
     Capital Appreciation.........  $24.14        $74.30
     Rising Dividends.............  $24.14        $74.30
     All-Growth...................  $24.14        $74.30
     Real Estate..................  $24.14        $74.30
     Hard Assets..................  $24.14        $74.30
     Value Equity.................  $24.14        $74.30
     Strategic Equity.............  $24.14        $74.30
     Small Cap....................  $24.14        $74.30
   
    
     Growth Opportunities.........  $26.34        $80.97
     Developing World.............  $32.22        $98.39
     Growth & Income..............  $26.34        $80.97
     Value + Growth...............  $26.34        $80.97
     Mid-Cap Growth...............  $23.94        $83.94
     Total Return.................  $23.94        $83.94
     Research.....................  $23.84        $73.39
     Global Fixed Income..........  $30.23        $92.50
     Limited Maturity Bond........  $20.33        $62.79
     Liquid Asset.................  $20.33        $62.79

     THE PIMCO TRUST
     PIMCO High Yield Bond........  $21.73        $67.04
     PIMCO StocksPLUS Growth
       and Income.................  $20.73        $64.00
   
     THE WARBURG PINCUS TRUST
     International Equity.........  $28.94        $88.74
</TABLE>
    
The examples above reflect the annual administrative charge as an
annual charge of 0.04% of assets (based on an average contract value of
$70,000).  If a different death benefit or a different Percent Solution
is elected instead of the Percent Solution Enhanced Death Benefit with
a 7% Solution used in the examples, the actual expenses will be less
than those represented in the examples.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT.


- -----------------------------------------------------------------------
                              PERFORMANCE INFORMATION
- -----------------------------------------------------------------------

ACCUMULATION UNIT

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

THE NET INVESTMENT FACTOR

The Net Investment Factor is an index number which reflects charges
under the Contract and the investment performance of the investment
portfolio. The Net Investment Factor is calculated as follows:
   (1)  We take the net asset value of the investment portfolio at
        the end of each business day.

                                   5
<PAGE>
<PAGE>

   (2)  We add to (1) the amount of any dividend or capital gains
        distribution declared for the investment portfolio and reinvested
        in such portfolio.  We subtract from that amount a charge for our
        taxes, if any.
   (3)  We divide (2) by the net asset value of the investment portfolio
        at the end of the preceding business day.
   (4)  We then subtract the applicable daily mortality and expense risk
        charge and the daily asset based administrative charge from each
        subaccount.

Calculations for the investment portfolios are made on a per share
basis.

FINANCIAL STATEMENTS
   
The unaudited financial statements of Separate Account B for the period ended
September 30, 1998 and the audited financial statements of Golden American
Separate Account B for the years ended December 31, 1997 and 1996 are
included in the Statement of Additional Information.  The unaudited
financial statements of Golden American for the period ended September 30,
1998 and the audited financial statements for the years ended December 31,
1997, 1996, and 1995 are included in this prospectus.
    
PERFORMANCE INFORMATION

From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate Account B,
including the average annual total return performance, yields and other
nonstandard measures of performance.  Such performance data will be
computed, or accompanied by performance data computed, in accordance
with standards defined by the SEC.
   
Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulative unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 3, 5 and 10 year periods, or lesser
periods depending on how long the subaccount of Separate Account B has
been in existence.  We may show other total returns for periods less
than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period, withdrawal of
the investment at the end of the period, and the deduction of all
applicable portfolio and contract charges.  We may also show rates of
total return on amounts invested at the beginning of the period with no
withdrawal at the end of the period.  Total return figures which assume
no withdrawals at the end of the period will reflect all recurring
charges, but will not reflect the surrender charge.  In addition, we
may present historic performance data for the mutual fund
investment portfolios since their inception reduced by some or all of
the fees and charges under the Contract.  Such adjusted historic
performance includes data that precedes the inception dates of the
subaccounts of Separate Account B.  This data is designed to show the
performance that would have resulted if the Contract had been in
existence during that time.
    
Current yield for the Liquid Asset subaccount is based on income
generated over a given 7-day period, less expenses accrued, and then
"annualized" (i.e., assuming that the 7-day yield would be received for
52 weeks). We calculate "effective yield" for the Liquid Asset
subaccount in a manner similar to that used to calculate yield, but when
annualized, the income earned by the investment is assumed to be
reinvested.  The "effective yield" will thus be slightly higher than
the "yield" because of the compounding effect of earnings.  We
calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day
period, after subtracting fees and expenses accrued during the period.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services (a widely
used independent research firm which ranks mutual funds and other
investment companies), or any other rating service, and (iii) the
Consumer Price Index (measure for inflation) to assess the real rate of
return from an investment in the Contract.  Our reports and promotional

                                   6
<PAGE>
<PAGE>

literature may also contain other information including the ranking of
any subaccount based on rankings of variable annuity separate accounts
or other investment products tracked by Lipper Analytical Services or
by similar rating services.

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


- -----------------------------------------------------------------------
                GOLDEN AMERICAN LIFE INSURANCE COMPANY
- -----------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973.  Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which is a
wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial
services holding company with over $307.6 billion in assets as of
December 31, 1997.  Golden American is authorized to sell insurance
and annuities in all states, except New York, and the District of
Columbia.  In May 1996, Golden American established a subsidiary,
First Golden American Life Insurance Company of New York, which is
authorized to sell annuities in New York and Delaware.  Golden
American's financial statements appear in this prospectus.

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

Our principal office is located at 1001 Jefferson Street, Wilmington,
Delaware  19801.  For more information, see "More Information About
Golden American."


- -----------------------------------------------------------------------
                             THE TRUSTS
- -----------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are available to separate
accounts funding variable annuity and variable life insurance policies
offered by Golden American.  The GCG Trust also sells its shares to
separate accounts of other insurance companies, both affiliated and not
affiliated with Golden American.  Pending Securities and Exchange
Commission approval, shares of the GCG Trust may also be sold to
certain qualified pension and retirement plans.

The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American,
for both variable annuity contracts and variable life insurance
policies and qualified pension and retirement plans.  The principal
address of the PIMCO Trust is 840 Newport Center Drive, Suite 300,
Newport Center, CA  92660.
   
The Warburg Pincus Trust is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including
Golden American and Equitable life Insurance Company of Iowa, and to
certain qualified and retirement plans.  The principal address of the
Warburg Pincus Trust is 466 Lexington Avenue, New York, NY  10017.

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

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO
TRUST AND THE WARBURG PINCUS TRUST IN THE ACCOMPANYING TRUSTS'
PROSPECTUSES.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.
    
                                   7
<PAGE>
<PAGE>

- -----------------------------------------------------------------------
                  GOLDEN AMERICAN SEPARATE ACCOUNT B
- -----------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a
separate account of the Company on July 14, 1988.  It is registered
with the Securities and Exchange Commission as a unit investment trust
under the Investment Company Act of 1940.  Account B is a separate
investment account used for our variable annuity contracts.  We own all
the assets in Account B but such assets are kept separate from our
other accounts.
   
Account B purchases shares of the mutual fund investment portfolios
of the GCG Trust, PIMCO Trust and the Warburg Pincus Trust.  Each
investment portfolio has its own distinct investment objectives
and policies.  Income, gains and losses, realized or unrealized,
of a portfolio are credited to or charged against the corresponding
subaccount of Account B without regard to any other income, gains
or losses of the Company.  Assets equal to the reserves and other
contract liabilities with respect to each are not chargeable with
liabilities arising out of any other business of the Company.  They
may, however, be subject to liabilities arising from the subaccounts
whose assets we attribute to other variable annuity contracts supported
by Account B.  If the assets in Account B exceed the required reserves
and other liabilities, we may transfer the excess to our general account.
We are obligated to pay all benefits and make all payments provided
under the Contracts.
    
We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may also
invest in other investment portfolios which are not available under your
Contract.

- -----------------------------------------------------------------------
                         THE INVESTMENT PORTFOLIOS
- -----------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments
and contract value to any of the 23 investment portfolios listed below.
You bear the entire investment risk for amounts you allocate to the
investment portfolios and may lose your principal.

INVESTMENT OBJECTIVES

The investment objective of each investment portfolio is set forth below.
You should understand that there is no guarantee that any portfolio will
meet its investment objectives.  Meeting objectives depends on various
factors, including, in certain cases, how well the portfolio managers
anticipate changing economic and market conditions.  More detailed
information about the investment portfolios can be found in the
prospectuses for the GCG Trust, the PIMCO Trust and the Warburg
Pincus Trust.  You should read these prospectuses before investing.

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO          INVESTMENT OBJECTIVE
- --------------------          ----------------------------------------------------
<S>                           <C>
Multiple Allocation           Seeks the highest total return, consisting of
                              capital appreciation and current income,
                              consistent with the preservation of capital and
                              elimination of unnecessary risk.

                              Invests primarily in equity and debt securities.
                              ----------------------------------------------------

Fully Managed                 Seeks high total investment return over the long
                              term, consistent with the preservation of
                              capital and with prudent investment risk.

                              Pursues an active asset allocation strategy whereby
                              investments are allocated among debt securities,
                              equity securities and money market instruments.
                              ----------------------------------------------------

Capital Appreciation          Seeks long-term capital growth.

                              Invests in common stocks and preferred stock
                              that are allocated by the portfolio manager
                              among growth and value categories.  Securities
                              eligible for the value category may include real
                              estate stocks.
                              ----------------------------------------------------

                                   8
<PAGE>
<PAGE>

Rising Dividends              Seeks capital appreciation, with dividend income
                              as a secondary objective.

                              Invests in equity securities that meet the
                              following four criteria: consistent dividend
                              increases; substantial dividend increases;
                              reinvested profits; and an under-leveraged
                              balance sheet.
                              ----------------------------------------------------

All-Growth                    Seeks capital appreciation.

                              Invests in securities selected by the portfolio
                              manager for their long-term growth prospects.
                              ----------------------------------------------------

Real Estate                   Seeks capital appreciation, with current income
                              as a secondary objective.

                              Invests in publicly traded real estate equity
                              securities.
                              ----------------------------------------------------

Hard Assets                   Seeks long-term capital appreciation.

                              Invests in equity and debt securities of
                              companies engaged in the exploration,
                              development, production, management, and
                              distribution of hard assets.  This is a non-
                              diversified portfolio.
                              ----------------------------------------------------

Value Equity                  Seeks capital appreciation with a secondary
                              objective of dividend income.

                              Invests primarily in equity securities of U.S.
                              and foreign issuers indicate above financial
                              soundness and high intrinsic value.
                              ----------------------------------------------------

Strategic Equity              Seeks long-term capital appreciation.

                              Invests primarily in equity securities based on
                              various equity market timing techniques.
                              ----------------------------------------------------

Small Cap                     Seeks long-term capital appreciation.

                              Invests primarily in equity securities of
                              companies that have a total market
                              capitalization within the range of companies in
                              the Russell 2000 Growth Index.
                              ----------------------------------------------------
   
    
Growth Opportunities          Seeks capital appreciation.

                              Invests primarily in equity securities of
                              domestic companies emphasizing companies with
                              market capitalizations of $1 billion or more.
                              ----------------------------------------------------

Developing World              Seeks capital appreciation.

                              Invests primarily in equity securities of
                              companies in developing or emerging countries.
                              ----------------------------------------------------

Mid-Cap Growth                Seeks long-term growth of capital.

                              Invests primarily in equity securities with
                              medium market capitalization.
                              ----------------------------------------------------

Research                      Seeks long-term growth of capital and future
                              income.

                              Invests primarily in common stocks or securities
                              convertible into common stocks of companies
                              believed to have better than average prospects
                              for long-term growth.
                              ----------------------------------------------------

Total Return                  Seeks above-average income consistent with
                              prudent employment of capital.

                              Invests primarily in equity securities.
                              ----------------------------------------------------

Growth & Income               Seeks long-term total return.

                              Invests primarily in equity and debt securities,
                              focusing on small-and mid-cap
                              companies that offer potential appreciation,
                              current income, or both.
                              ----------------------------------------------------

Value + Growth                Seeks capital appreciation.

                              Invests primarily in mid-cap growth companies
                              with favorable relationships between
                              price/earnings ratios and growth rates.  Mid-cap
                              companies are those with market capitalizations
                              ranging from $750 million to approximately $2.0
                              billion.
                              ----------------------------------------------------

Global Fixed Income           Seeks high total return.

                              Invests in both domestic and foreign debt
                              securities and related foreign currency
                              transactions.  The total return will be sought
                              through a combination of current income, capital
                              gains and gains in currency positions.
                              ----------------------------------------------------

                                   9
<PAGE>
<PAGE>

Limited Maturity              Seeks highest current income consistent with low
  Bond                        risk to principal and liquidity.  Also seeks to
                              enhance its total return through capital appreciation
                              when market factors indicate that capital appreciation
                              may be available without significant risk
                              to principal.

                              Invests primarily in diversified limited
                              maturity debt securities with average maturity
                              dates of five years or shorter and in no cases
                              more than seven years.
                              ----------------------------------------------------

Liquid Asset                  Seeks high level of current income consistent
                              with the preservation of capital and liquidity.

                              Invests in obligations of the U.S. Government
                              and its agencies and instrumentali-ties, bank
                              obligations, commercial paper and short-term
                              corporate debt securities.
                              All securities will mature in less than 1 year.
                              ----------------------------------------------------

PIMCO High Yield              Seeks to maximize total return.
  Bond
                              Invests in at least 65% of its assets in a
                              diversified portfolio of junk bonds rated at
                              least B by Moody's Investor Services, Inc. or
                              Standard & Poor's Rating Services or, if
                              unrated, determined to be of comparable quality.
                              ----------------------------------------------------

PIMCO StocksPLUS              Seeks total return that exceeds the total return
  Growth and Income           of the S&P 500.

                              Invests primarily in common stocks, options,
                              futures, options on futures and swaps consistent
                              with strategy to exceed the performance of the
                              Standard & Poor's 500 Composite Stock Price Index.
                              ----------------------------------------------------
   
International Equity          Seeks long-term capital appreciation.

                              Invests primarily in a broadly diversified portfolio
                              of equity securities of companies that have their
                              principal business activities outside of the United
                              States.
                              ----------------------------------------------------
</TABLE>
    

INVESTMENT PORTFOLIO MANAGEMENT FEES
   
Directed Services, Inc. serves as the overall manager of the GCG Trust,
PIMCO serves as the overall adviser of the PIMCO Trust and Warburg Pincus
Asset Management, Inc. serves as the investment adviser of the Warburg
Pincus Trust.  Directed Services, PIMCO and Warburg Pincus Asset provide
or procure, at their own expense, the services necessary for the operation
of the portfolios.  See the cover page of this prospectus for the names
of the corresponding portfolio managers.  Directed Services, PIMCO and
Warburg Pincus Asset do not bear the expense of brokerage fees and other
transactional expenses for securities, taxes(if any) paid by a portfolio,
interest on borrowing, fees and expenses of the independent trustees,
and extraordinary expenses, such as litigation or indemnification expenses.
    
The GCG Trust pays Directed Services for its services a monthly
fee based on the annual rates of the average daily net assets of the
investment portfolios.  Directed Services (and not the GCG Trust) in turn
pays each portfolio manager a monthly fee for managing the assets of
the portfolios.

The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the portfolios
and for administering the PIMCO Trust.
   
More detailed information about each portfolio's management fees can be
found in the prospectuses for the GCG Trust, the PIMCO Trust and the Warburg
Pincus Trust.  You should read these prospectuses before investing.
    

- -----------------------------------------------------------------------
                     THE FIXED INTEREST ALLOCATION
- -----------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to
the guaranteed interest periods of our Fixed Account at any time during
the accumulation period.  Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed
interest period you select.  We currently offer guaranteed interest
periods of 6 months, 1, 3, 5, 7, and 10 years, although we may not
offer all these periods in the future.  You may select one or more
guaranteed interest periods at any one time.  We will credit your Fixed
Interest Allocation with a guaranteed interest rate for the interest
period you select, so

                                   10
<PAGE>
<PAGE>

long as you do not withdraw money from that Fixed Interest Allocation
before the end of the guaranteed interest period.  Each guaranteed
interest period ends on its maturity date which is the last day of
the month in which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction.
A market value adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current
interest rates at the time of the transaction.  YOU BEAR THE RISK THAT
YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE TAKE A MARKET VALUE
ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available
to fund the claims of all classes of our customers, contract owners and
other creditors.  Interests under your Contract relating to the Fixed
Account are registered under the Securities Act of 1933, but the Fixed
Account is not registered under the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD

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

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

GUARANTEED INTEREST RATES

Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you hold it until its maturity date.  We do not
have a specific formula for establishing the guaranteed interest rates
for the different guaranteed interest periods.  The determination may
be influenced by the interest rates on fixed income investments in
which we may invest with the amounts we receive under the Contracts.
We will invest these amounts primarily in investment-grade fixed income
securities (i.e., rated by Standard & Poor's rating system to be
suitable for prudent investors) although we are not obligated to invest
according to any particular strategy, except as may be required by
applicable law.  You will have no direct or indirect interest in these
investments.  We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements,
sales commissions and administrative expenses borne by us, general
economic trends and competitive factors.  We cannot predict the level
of future interest rates but no Fixed Interest Allocation will ever
have a guaranteed interest rate of less than 3% per year.

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

TRANSFERS FROM A FIXED INTEREST ALLOCATION

You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B.  Unless you tell
us the Fixed Interest Allocations from which such transfers will be
made, we will transfer amounts from your Fixed Interest Allocations
starting with the guaranteed interest period nearest its maturity
date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100.  If a transfer request would reduce the contract
value remaining in a Fixed Interest Allocation to less than $100, we
will treat such transfer request as a request to transfer the entire
contract value in such Fixed Interest

                                   11
<PAGE>
<PAGE>

Allocation.  Transfers from a Fixed Interest Allocation may be subject
to a Market Value Adjustment.  If you have a special Fixed Interest
Allocation offered only with dollar cost averaging, cancelling dollar
cost averaging will cause a transfer which is subject to a Market Value
Adjustment.

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

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

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION

During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation.  You may make
systematic withdrawals of only the interest earned during the prior
month, quarter or year, depending on the frequency chosen, from a Fixed
Interest Allocation under our systematic withdrawal option.  Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such
Fixed Interest Allocation is currently participating in the dollar cost
averaging program.  A withdrawal from a Fixed Interest Allocation may
be subject to a Market Value Adjustment and, in some cases, a surrender
charge.  See "Charges and Fees."  Withdrawals may have federal income tax
consequences, including a 10% penalty tax.

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

MARKET VALUE ADJUSTMENT

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

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

                    (   1+I   )N/365
                    (---------)         -1
                    (1+J+.0050)


                                   12
<PAGE>
<PAGE>

Where,
     o  "I" is the Index Rate for the affected Fixed Interest Allocation
        as of the first day of its guaranteed interest period;

     o  "J" is equal to the following:

        (1)  If calculated for a Fixed Interest Allocation of 1 year or
             more, then "J" is the Index Rate for a new Fixed Interest
             Allocation with a guaranteed interest period equal to the
             time remaining (rounded up to the next full year except in
             Pennsylvania) in the guaranteed interest period;

        (2)  If calculated for a Fixed Interest Allocation of 6 months,
             then "J" is the Index Rate for a new Fixed Interest
             Allocation with a guaranteed interest period of 6 months; and

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

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

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

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


- -----------------------------------------------------------------------
                         THE ANNUITY CONTRACT
- -----------------------------------------------------------------------
   
The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract.  The Contract provides a means for
you to invest in one or more of the available mutual fund portfolios of
the GCG Trust, the PIMCO Trust and the Warburg Pincus Trust funded by
Golden American Separate Account B.  It also provides a means for you
to invest in a Fixed Interest Allocation through the Fixed Account.
    
CONTRACT DATE AND CONTRACT YEAR

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

ANNUITY START DATE

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

                                   13
<PAGE>
<PAGE>

CONTRACT OWNER

You are the contract owner.  You are also the annuitant unless another
annuitant is named in the application.  You have the rights and options
described in the Contract.  One or more persons may own the Contract.
If there are multiple owners named, the age of the oldest owner will
determine the applicable death benefit.

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

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

   JOINT OWNER.  For non-qualified Contracts only, joint owners may be
named in a written request before the Contract is in effect.  Joint
owners may independently exercise transfers and other transactions
allowed under the Contract.  All other rights of ownership must be
exercised by both owners.  Joint owners own equal shares of any
benefits accruing or payments made to them.  All rights of a joint
owner end at death of that owner if the other joint owner survives.
The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner.  The age of the older owner will
determine the applicable death benefit.

ANNUITANT

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

The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date.  If the annuitant
dies before the annuity start date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant (unless the
contract owner is not an individual, in which case the death benefit
becomes payable).  If there is no contingent annuitant when the
annuitant dies before the annuity start date, the contract owner will
become the annuitant.  The contract owner may designate a new annuitant
within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the
annuity start date and the contract owner is not an individual, we will
pay the designated beneficiary the death benefit then due.  If a
beneficiary has not been designated, or if there is no designated
beneficiary living, the contract owner will be the beneficiary.  If the
annuitant was the sole contract owner and there is no beneficiary
designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies
and any contract owner is not an individual, distribution rules under
federal tax law will apply.  You should consult your tax advisor for
more information if you are not an individual.

BENEFICIARY

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

                                   14
<PAGE>
<PAGE>

If the beneficiary dies before the annuitant or the contract owner, the
death benefit proceeds are paid to the contingent beneficiary, if any.
If there is no surviving beneficiary, we pay the death benefit proceeds
to the contract owner's estate.

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

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

   CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.  A
change in ownership may affect the amount of the death benefit and the
guaranteed death benefit.  You may also change the beneficiary.  All
requests for changes must be in writing and submitted to our Customer
Service Center in good order.  The change will be effective as of the
day you sign the request.  The change will not affect any payment made
or action taken by us before recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT

The initial premium payment must be $25,000.  You may make additional
payments of $1,000 or more at any time after the free look period and
before you turn age 86.  Under certain circumstances, we may waive the
minimum premium payment requirement.  You may make premium payments
over $1,000,000 with our prior consent.

We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

CREDITING OF PREMIUM PAYMENTS

We will allocate your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
received in good order will be credited to a Contract within 1 business
day.  We may retain premium payments for up to 5 business days while
attempting to complete an incomplete application.  If the application
cannot be completed within this period, we will inform you of the
reasons for the delay.  We will also return the premium payment
immediately unless you direct us to hold the premium payment until the
application is completed.  Once the completed application is received,
we will allocate the payment within 2 business days.  We will make
inquiry to discover any missing information related to subsequent
payments.  For any subsequent premium payments, the payment will be
credited at the accumulation unit value next determined after receipt
of your premium payment.

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

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

                                   15
<PAGE>
<PAGE>

CONTRACT VALUE

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

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

   CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the contract
value in the subaccount in which you are invested is equal to the
initial premium paid and designated to be allocated to the subaccount.
On the contract date, we allocate your contract value to each subaccount
and/or a Fixed Interest Allocation specified by you, unless the Contract
is issued in a state that requires the return of premium payments during
the free look period, in which case, the portion of your initial premium
not allocated to a Fixed Interest Allocation will be allocated to a
subaccount specially designated by the Company during the free look period
for this purpose (currently, the Liquid Asset subaccount).

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

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

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

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

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

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

CASH SURRENDER VALUE

The cash surrender value is the amount you receive when you surrender
the Contract.  The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested,
and interest credited to Fixed Interest Allocations and any Market
Value Adjustment.  We do not guarantee any minimum cash surrender value.
On any date during the accumulation phase, we calculate the cash surrender
value as follows: we start with your contract value, then we deduct any
surrender charge, any charge for premium taxes, and any other charges
incurred but not yet deducted.  Finally, we adjust for any Market Value
Adjustment.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE

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

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

                                   16
<PAGE>
<PAGE>

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES

We may make additional subaccounts available to you under the Contract.
These subaccounts will invest in investment portfolios we find suitable
for your Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations.  If we feel that investment in any of the investment
portfolios has become inappropriate to the purposes of the Contract, we
may, with approval of the Securities and Exchange Commission (and any
other regulatory agency, if required) substitute another portfolio for
existing and future investments.

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

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

THE FIXED ACCOUNT

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

OTHER IMPORTANT PROVISIONS

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


- -----------------------------------------------------------------------
                             WITHDRAWALS
- -----------------------------------------------------------------------

Any time during the accumulation phase and before the death of the
annuitant, you may withdraw all or part of your money.  Keep in mind
that if you request a withdrawal for more than 90% of the cash
surrender value, we will treat it as a request to surrender the
Contract.  If any single withdrawal or the sum of withdrawals exceeds
the Free Withdrawal Amount, you will incur a surrender charge.  See
"Charges and Fees--Surrender Charge for Excess Withdrawals."  You need
to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all
of the subaccounts in which you are invested.  If there is not enough
contract value in the subaccounts, we will deduct the balance
of the withdrawal from your Fixed Interest Allocations starting with
the guaranteed interest periods nearest their maturity dates until we
have honored your request.  We will apply a Market Value Adjustment to
any withdrawal from your Fixed Interest Allocation taken more than 30
days before its maturity date.  We will determine the contract value as
of the close of business on the day we receive your withdrawal request
at our Customer Service Center.

The contract value may be more or less than the premium payments made.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal.  This transfer will have no effect on the
amount you withdraw.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS

After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $100.  A regular withdrawal from a
Fixed Interest Allocation may be subject to a Market Value Adjustment.

SYSTEMATIC WITHDRAWALS

You may choose to receive automatic systematic withdrawals on a
monthly, quarterly, or annual basis from your contract value in the
subaccounts or the Fixed Interest Allocations. You may elect
payments to start as

                                   17
<PAGE>
<PAGE>

early as 28 days after the contract date.  You select the date on
which the withdrawals will be made but this date cannot be later than
the 28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of each month as the contract date.
Each withdrawal payment must be at least $100.

The amount of your withdrawal can either be a fixed dollar amount or an
amount based on a percentage of the premiums not previously withdrawn
from the subaccounts in which you are invested.  Both options are
subject to the following maximums:


<TABLE>
<CAPTION>
                    FREQUENCY           MAXIMUM PERCENTAGE
                    ---------           ------------------
                    <C>                      <C>
                    Monthly                   0.833%
                    Quarterly                 2.50%
                    Annual                   10.00%
</TABLE>

If you select a fixed dollar amount and the amount to be systematically
withdrawn would exceed the applicable maximum percentage of your
premiums not previously withdrawn on the withdrawal date, we will
reduce the amount withdrawn so that it equals such percentage.  If you
select a percentage and the amount to be systematically withdrawn based
on that percentage would be less than the minimum of $100, we will
increase the amount to $100 provided it does not exceed the maximum
percentage.  If it is below the maximum percentage we will send the
$100.  If it is above the maximum percentage we will send the amount
and then cancel the option.


Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you choose.  Systematic withdrawals are not subject to
a Market Value Adjustment.  A Fixed Interest Allocation may not
participate in both the dollar cost averaging program (see "Transfers
Among Your Investments") and the systematic withdrawal option at the
same time.

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

IRA WITHDRAWALS

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

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis.  Under this option, you may elect payments to start as
early as 28 days after the contract date.  You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month.  If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract date.

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

                                   18
<PAGE>
<PAGE>

the IRA withdrawal amount is greater than the contract value, we will
cancel the Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each
contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.

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

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


- -----------------------------------------------------------------------
                         TRANSFERS AMONG YOUR INVESTMENTS
- -----------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the
free look period.  We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each
transfer after the twelfth transfer in a contract year.  We also reserve
the right to limit the number of transfers you may make and may otherwise
modify or terminate transfer privileges if required by our business
judgement or in accordance with applicable law.


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

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

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

DOLLAR COST AVERAGING

You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with either a 6-month or a 1-year guaranteed interest period.
These subaccounts or Fixed Interest Allocations serve as the source accounts
from which we will, on a monthly basis, automatically transfer a set dollar
amount of money to other subaccount(s) selected by you.  We also may offer
DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed
Interest Allocations available exclusively for use with the dollar cost
averaging program.  The DCA Fixed Interest Allocations require a minimum
premium payment of $1,200 directed into a DCA Fixed Interest Allocation.

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

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount
you want transferred under this program.  Each monthly transfer must be at
least $100.  If your source account is the Limited Maturity Bond subaccount,
the Liquid Asset subaccount or a 1-year Fixed Interest Allocation, the
maximum amount that can be transferred each month is your contract value in
such source account divided by 12.  If your source account is a 6-month
Fixed Interest Allocation, the maximum amount

                                   19
<PAGE>
<PAGE>

that can be transferred each month is your contract value in such source
account divided by 6.  You may change the transfer amount once each contract
year.  If you have a DCA Fixed Interest Allocation, there is no minimum or
maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period.  The last payment will include earnings accrued
over the course of the selected period.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment.  However, if you terminate the dollar cost averaging program
for a DCA Fixed Interest Allocation and there is money remaining in the
DCA Fixed Interest Allocation, we will transfer the remaining money to the
Liquid Asset subaccount.  Such transfer will trigger a Market Value Adjustment
if the transfer is made more than 30 days before the maturity date of the
DCA Fixed Interest Allocation.

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

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

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in the
subaccounts automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among
the subaccounts to maintain the investment blend of your selected
subaccounts.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you
have allocated to the Fixed Account.  The program may be used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

To participate in automatic rebalancing send satisfactory notice to our
Customer Service Center.  We will begin the program on the last
business day of the period in which we receive the notice.  You may
cancel the program at any time.  The program will automatically
terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial
withdrawal on other than a pro rata basis.  Additional premium payments
and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.


- -----------------------------------------------------------------------
                         DEATH BENEFIT CHOICES
- -----------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE

During the accumulation phase, a death benefit is payable when either
the annuitant (when contract owner is not an individual), the contract
owner or the first of joint owners dies.  Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the
Contract.  The death benefit value is calculated at the close of the
business day on which we receive proof of death at our Customer Service
Center.  If the beneficiary elects not to take the death benefit

                                   20
<PAGE>
<PAGE>

at the time of death, the death benefit in the future may be affected.
The proceeds may be received in a single sum or applied to any of the
annuity options.  If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum
distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

You may choose from the following 3 death benefit choices: (1) the
Standard Death Benefit; (2) the Percent Solution Enhanced Death Benefits
(with 3%, 5% and 7% Solutions currently available); and (3) the
Annual Ratchet Enhanced Death Benefit.  Once you choose a death
benefit, it cannot be changed.  We may in the future stop or suspend
offering any of the enhanced death benefit options to new Contracts.

   STANDARD DEATH BENEFIT.  You will automatically receive the Standard
Death Benefit unless you elect one of the enhanced death benefits.  The
standard death benefit under the Contract is the greatest of (i) your
contract value; (ii) total premium payments less any withdrawals; and
(iii) the cash surrender value.

   ENHANCED DEATH BENEFITS.  If the 3%, 5% or 7% Solution Enhanced Death
Benefit or the Annual Ratchet Enhanced Death Benefit is elected, the
death benefit under the Contract is the greatest of (i) the contract
value; (ii) total premium payments less any withdrawals; (iii) the cash
surrender value; and (iv) the enhanced death benefit as calculated
below.


<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------
  |                                                                            |
  |                 HOW THE ENHANCED DEATH BENEFIT IS CALCULATED               |
  |                                                                            |
  |           PERCENT SOLUTION                       ANNUAL RATCHET            |
  |                                                                            |
  -----------------------------------------------------------------------------|
  <S>                                    <C>                                   |
  |  We credit interest each             |  On each contract anniversary       |
  |  business day at the enhanced        |  that occurs on or before the       |
  |  death benefit annual effective      |  contract owner turns age 70,       |
  |  rate* to the enhanced death         |  we compare the prior enhanced      |
  |  benefit from the preceding day      |  death benefit to the contract      |
  |  (which would be the initial         |  value, and select the larger       |
  |  premium if the preceding day is     |  amount as the new enhanced         |
  |  the contract date), then we add     |  death benefit.                     |
  |  additional premiums paid since      |                                     |
  |  the preceding day, then we          |  On all other days, the enhanced    |
  |  subtract any withdrawals made       |  death benefit is the amount        |
  |  since the preceding day, then we    |  determined below.  We first take   |
  |  adjust for any Market Value         |  the enhanced death benefit from    |
  |  Adjustment,and then                 |  the preceding day (which would be  |
  |  we subtract any associated          |  the initial premium if the         |
  |  surrender charges.                  |  preceding day is the contract      |
  |                                      |  date) and then we add additional   |
  |  **If you select the 7% Solution,    |  premiums paid since the preceding  |
  |  there is amaximum enhanced death    |  day, then we subtract any          |
  |  benefit of two times all            |  withdrawals made since the         |
  |  premium payments, as reduced by     |  preceding day, then we adjust for  |
  |  withdrawals.***  If you select      |  any Market Value Adjustment, and   |
  |  the 3% or 5% Solution, there is     |  then we subtract any associated    |
  |  no maximum on the enhanced          |  surrender charges.  That amount    |
  |  death benefit.                      |  becomes the new enhanced death     |
  |                                      |  benefit.                           |
  |                                      |                                     |
  ------------------------------------------------------------------------------
</TABLE>



  *    You select the enhanced death benefit interest rate of 3%, 5% or 7%
       when you purchase the Contract.  The actual interest rate used for
       calculating the death benefit for the Liquid Asset and Limited
       Maturity Bond subaccounts will be the lesser of the enhanced
       death benefit annual effective rate or the net rate of return
       for such subaccounts during the applicable period.  The interest
       rate used for calculating the death benefit for your Fixed
       Interest Allocation will be the lesser of the enhanced death
       benefit annual effective rate or the interest credited to such
       investment during the applicable period.  Thus, selecting these
       investments may limit the enhanced death benefit.  If we offer
       additional subaccounts in the future, we may restrict those
       new subaccounts from participating in the 7% Solution Enhanced
       Death Benefit.
  **   Each premium payment reduced by any withdrawals and any associated
       surrender charges incurred, will continue to grow at the enhanced
       death benefit interest rate, compounded daily.
  ***  Each withdrawal reduces the maximum enhanced death benefit as
       follows: first, the maximum enhanced death benefit is reduced by
       the amount of any withdrawal of earnings;  then, it is reduced in
       proportion to the reduction in the contract value for any
       withdrawal of premium (in each case, including any associated
       surrender charges) and as adjusted for any Market Value Adjustment.
       If those withdrawals in a contract year do not exceed 7% of
       cumulative premiums and did not exceed 7%

                                   21
<PAGE>
<PAGE>

       of cumulative premiums in any prior contract year, such withdrawals
       will be treated as withdrawals of earnings for the purpose of
       calculating the maximum enhanced death benefit.

The Percent Solution Enhanced Death Benefit and the Annual Ratchet
Enhanced Death Benefit are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract
owner is other than an individual) is not more than 70 years old at the
time of purchase.  The Percent Solution Enhanced Death Benefit may not
be available where a Contract is held by joint owners.

DEATH BENEFIT DURING THE INCOME PHASE

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


- -----------------------------------------------------------------------
                           CHARGES AND FEES
- -----------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and for
bearing various risks associated with the Contracts.  The amount of a
charge will not always correspond to the actual costs associated.  For
example, the surrender charge collected may not fully cover all of the
distribution expenses incurred by us with the service or benefits
provided.  In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the
distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT

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

CHARGES DEDUCTED FROM THE CONTRACT VALUE

We deduct the following charges proportionately from all subaccounts in
which you are invested. If there is no contract value in those
subaccounts, we will deduct charges from your Fixed Interest Allocations
starting with the guarantee interest periods nearest their maturity
dates until such charges have been paid. The charges we deduct are:

   SURRENDER CHARGE.  We will deduct a contingent deferred sales charge
(a "surrender charge") if you surrender your Contract or if you take a
withdrawal in excess of the Free Withdrawal Amount during the 7-year
period from the date we receive and accept a premium payment.  The
surrender charge is based on a percentage of each premium payment.
This charge is intended to cover sales expenses that we have incurred.
We may in the future reduce or waive the surrender charge in certain
situations and will never charge more than the maximum surrender
charges.  The percentage of premium payments deducted at the time of
surrender or excess withdrawal depends on 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:

<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>

We will waive the surrender charge in most states in the following
events: (i) you begin receiving qualified extended medical care on or
after the first contract anniversary for at least 45 days during a 60
day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service
Center during the term of your care or within 90 days after the last
day of your care; or

                                   22
<PAGE>
<PAGE>

(ii) you are first diagnosed by a qualifying medical professional, on or
after the first contract anniversary, as having a qualifying terminal
illness.  We have the right to require an examination by a physician
of our choice.  If we require such an examination, we will pay for it.
You are required to send us satisfactory written proof of illness.

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

FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is the greater of:  (i) any earnings less previous free
withdrawals; or (ii) 10% of premium payments paid within the past 7
years and not previously withdrawn, less any previous free withdrawals
taken in the same contract year.

SURRENDER CHARGE FOR EXCESS WITHDRAWALS.  We will deduct a surrender
charge for excess withdrawals.  We consider a withdrawal to be an
"excess withdrawal" when the amount you withdraw in any contract year
exceeds the Free Withdrawal Amount.  Where you are receiving systematic
withdrawals, any combination of regular withdrawals taken and any
systematic withdrawals expected to be received in a contract year
will be included in determining the amount of the excess 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.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from
which the excess withdrawal was taken.  In instances where the excess
withdrawal equals the entire contract value in such subaccounts or Fixed
Interest Allocations, we will deduct charges proportionately from all
other subaccounts and Fixed Interest Allocations in which you are invested.
ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE
ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal:  a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments. We have included an example of how this works in Appendix B.
Although we treat premium payments as being withdrawn before earnings
for purpose of calculating the surrender charge for excess withdrawals,
the federal tax law treats earnings as withdrawn first.

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

   We deduct the premium tax from your contract value on the annuity
start date.  However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of when
the annuity payments begin.  In those states we may defer collection of
the premium taxes from your contract value and deduct it on surrender
of the Contract, on excess withdrawals or on the annuity start date.
   
   ADMINISTRATIVE CHARGE.  We currently do not charge an annual
administrative charge but may in the future deduct an annual administrative
charge of $30 or 2% of the contract value, whichever is smaller.  Such
charge, if any, will be made on each Contract anniversary, or if you
surrender your Contract prior to a Contract anniversary, at the time
we determine the cash surrender value payable to you.
    
   EXCESS TRANSFER CHARGE.  We currently do not deduct any charges for
transfers made during a contract year.  We have the right, however, to
assess up to $25 for each transfer after the twelfth transfer in a contract
year.  If such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such transfer
is made in proportion to the amount being transferred from each subaccount
and Fixed Interest Allocation, unless you have chosen to have all charges
deducted from a single subaccount.  The charge will not apply to any
transfers due to the election of dollar cost averaging, auto rebalancing
and transfers we make to and from any subaccount specially designated by
the Company for such purpose.

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CHARGES DEDUCTED FROM THE SUBACCOUNTS

   MORTALITY AND EXPENSE RISK CHARGE.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If
you have elected the Standard Death Benefit, the charge, on an annual
basis, is equal to 0.75% of the assets in each subaccount.  The charge
is deducted on each business day at the rate of .002063% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 0.95% for the
Annual Ratchet Death Benefit, or 0.90% for the 3% Solution Death
Benefit, 1.05% for the 5% Solution Death Benefit, or 1.20% for the 7%
Solution Death Benefit, of the assets in each subaccount.  The charge is
deducted each business day at the rate of .002615%, .002477%, .002892%,
or .003308%, respectively, for each day since the previous business day.

   ASSET-BASED ADMINISTRATIVE CHARGE.  We will deduct a daily charge
from the assets in each subaccount, to compensate us for a portion of
the administrative expenses under the Contract.  The daily charge is at
a rate of .000411% (equivalent to an annual rate of 0.15%) on the
assets in each subaccount.

TRUST EXPENSES
   
There are fees and charges deducted from each investment portfolio of the
GCG Trust, the PIMCO Trust and the Warburg Pincus Trust.  Please read the
respective Trust prospectus for details.
    

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                          THE ANNUITY OPTIONS
- -----------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT

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

You may also elect an annuity option on surrender of the Contract for
its cash surrender value or you may choose one or more annuity options
for the payment of death benefit proceeds while it is in effect and
before the annuity start date.  If, at the time of the contract owner's
death or the annuitant's death (if the contract owner is not an
individual), no option has been chosen for paying death benefit
proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

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

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

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

Our approval is needed for any option where:

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

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

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

SELECTING THE ANNUITY START DATE

You select the date on which the annuity payments commence.  The
annuity start date must be at least 5 years from the contract date but
before the month immediately following the annuitant's 90th birthday,
or 10 years from the contract date, if later.  If, on the annuity start
date, a surrender charge remains, the elected annuity option must
include a period certain of at least 5 years.

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

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes.  See "Federal Tax
Considerations" and the Statement of Additional Information.  For a
Contract purchased in connection with a qualified plan, other than a
Roth IRA, distributions must commence not later than April 1st of the
calendar year following the calendar year in which you attain age 70
1/2.  Distributions may be made through annuitization or withdrawals.
Consult your tax advisor.

FREQUENCY OF ANNUITY PAYMENTS

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

THE ANNUITY OPTIONS

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

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

   OPTION 2.  INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed for at least a period certain such as 10 or 20 years.  Other
periods certain may be available to you on request. You may choose a
refund period instead.  Under this arrangement, income is guaranteed
until payments equal the amount applied.  If the person named lives
beyond the guaranteed period, payments continue until his or her death.
We guarantee that each payment will be at least the amount specified in
the Contract corresponding to the person's age on his or her last
birthday before the annuity start date.  Amounts for ages not shown in
the Contract are available if you ask for them.

   OPTION 3.  JOINT LIFE INCOME.  This option is available when there
are 2 persons named to determine annuity payments.  At least one of the
persons named must be either the contract owner or beneficiary of the
Contract.  We guarantee monthly payments will be made as long as at
least one of the named persons is living.  There is no minimum number
of payments.  Monthly payment amounts are available if you ask for
them.

   OPTION 4.  ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.

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PAYMENT WHEN NAMED PERSON DIES

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

   (1)  For Option 1, or any remaining guaranteed payments under Option 2,
        we will continue payments. Under Options 1 and 2, the discounted
        values of the remaining guaranteed payments may be paid in a single
        sum.  This means we deduct the amount of the interest each
        remaining guaranteed payment would have earned had it not been paid
        out early.  The discount interest rate is never less than 3% for
        Option 1 and Option 2 per year.  We will, however, base the
        discount interest rate on the interest rate used to calculate the
        payments for Options 1 and 2 if such payments were not based on the
        tables in the Contract.

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

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


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                         OTHER CONTRACT PROVISIONS
- -----------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS

We will send you a quarterly report within 31 days after the end of
each calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract
value and the amounts deducted from or added to the contract value
since the last report.  We will also send you copies of any shareholder
reports of the investment portfolios in which Account B invests, as well
as any other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS

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

IN CASE OF ERRORS IN YOUR APPLICATION

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

ASSIGNING THE CONTRACT AS COLLATERAL

You may assign a non-qualified Contract as collateral security for a
loan but understand that your rights and any beneficiary's rights may
be subject to the terms of the assignment.  An assignment may have
federal tax consequences.  You must give us satisfactory written notice
at our Customer Service Center in order to make or release an
assignment.  We are not responsible for the validity of any assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW

We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity. You will be given advance notice
of such changes.

FREE LOOK

You may cancel your Contract within your 10-day free look period. We
deem the free look period to expire 15 days after we mail the Contract to
you.  Some states may require a longer free look period. To cancel, you

                                   26
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<PAGE>

need to send your Contract to our Customer Service Center or to the
agent from whom you purchased it.  We will refund the contract value
adjusted for any Market Value Adjustment plus any charges we deducted.
The Contract will be void as of the day we receive your Contract and
your request.  Some states require that we return the premium paid
rather than the contract value.  In these states, your premiums
designated for investment in the subaccounts will be allocated during
the free look period to a subaccount specially designated by the Company
for this purpose (currently, the Liquid Asset subaccount).  We may, in
our discretion, require that premiums designated for investment in the
subaccounts from all other states as well as premiums designated for a
Fixed Interest Allocation be allocated to the specially designated
subaccount during the free look period.  If you keep your Contract after
the free look period, we will put your money in the subaccount(s) chosen
by you, based on the accumulation unit value next computed for each
subaccount, and/or in the Fixed Interest Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce any
surrender, administration, and mortality and expense risk charges.
We may also change the minimum initial and additional premium
requirements, or offer an alternative or reduced death benefit.

SELLING THE CONTRACT

Directed Services, Inc. is 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 Directed Services
for acting as principal underwriter under a distribution agreement who
in turns pays the writing agent.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are licensed
to sell securities and variable insurance products.  These broker-dealers
are registered with the SEC and are members of the National Association
of Securities Dealers, Inc.  Through Directed Services, we pay the writing
agent commissions of up to 6.5% of any initial or additional premium
payments made.  Certain sales agreements may provide for a combination
of a certain percentage of commission at the time of sale and an annual
trail commission (which when combined could exceed 6.5% of total premium
payments).  The principal address of Directed Services is 1001 Jefferson
Street, Wilmington, Delaware 19801.

Additionally, we intend to reimburse registered representatives for any
covered actual expenses they incur with regard to the distribution of the
Contract as provided for under the non-cash compensation regulation
recently adopted by the NASD and approved by the SEC.


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                              OTHER INFORMATION
- -----------------------------------------------------------------------

VOTING RIGHTS

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

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount invests.
We count fractional votes.  We will determine the number of shares you
can instruct us to vote 180 days or less before a Trust's meeting.
We will ask you for voting instructions by mail at least 10 days before
the meeting.  If we do not receive your instructions in time, we will
vote the shares in the same proportion as the instructions received
from all Contracts in that subaccount.  We will also vote shares we
hold in Account B which are not attributable to contract owners in
the same proportion.

YEAR 2000 PROBLEM

Like other business organizations and individuals around the world,
Golden American and Account B could be adversely affected if the
computer systems doing the accounts processing or on which Golden
American

                                   27
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<PAGE>

and/or Account B relies do not properly process and calculate
date-related information related to the end of the year 1999.  This is
commonly known as the Year 2000 (or Y2K) Problem.  Golden American is
taking steps that it believes are reasonably designed to address the
Year 2000 Problem with respect to the computer systems that it uses and
to obtain satisfactory assurances that comparable steps are being taken
by its and Account B's major service providers.  At this time, however,
we cannot guarantee that these steps will be sufficient to avoid any
adverse impact on Golden American and Account B.

STATE REGULATION

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

LEGAL PROCEEDINGS

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

LEGAL MATTERS

The legal validity of the Contracts was passed on by Myles R. Tashman,
Esquire, Executive Vice President, General Counsel and Secretary of
Golden American.  Sutherland Asbill & Brennan LLP of Washington, D.C.
has provided advice on certain matters relating to federal securities
laws.

EXPERTS

The audited financial statements of Golden American Life Insurance Company
and Separate Account B 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.


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                      FEDERAL TAX CONSIDERATIONS
- -----------------------------------------------------------------------

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

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED

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

                                   28
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incorporated into our Contract administration procedures.  Contract
owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions with respect
to the Contract comply with applicable law.  Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract
for your particular situation.  The following discussion assumes that
qualified Contracts are purchased with proceeds from and/or
contributions under retirement plans that qualify for the intended
special federal income tax treatment.

TAX STATUS OF THE CONTRACTS

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

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

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

Other rules may apply to Qualified Contracts.

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

TAX TREATMENT OF ANNUITIES

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

TAXATION OF NON-QUALIFIED CONTRACTS

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

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

                                   29
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In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

   PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a distribution
from a non-qualified Contract, there may be imposed a federal tax
penalty equal to 10% of the amount treated as income.  In general,
however, there is no penalty on distributions:

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

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

     o  attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

TAXATION OF QUALIFIED CONTRACTS

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

                                   30
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<PAGE>

be bound by the terms and conditions of such plans to the extent such
terms contradict the Contract, unless the Company consents.

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

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

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

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

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH

We will not allow any payment of benefits provided under the Contract
which do not satisfy the requirements of Section 72(s) of the Code.

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

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

                                   31
<PAGE>
<PAGE>

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death, then
we will pay the death benefit to the owner's beneficiary in a cash
payment.  We will determine the death benefit as of the date we receive
proof of death.  We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death.  Such
cash payment will be in full settlement of all our liability under the
Contract.

If the annuitant dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity
option then in effect.

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

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

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

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

INDIVIDUAL RETIREMENT ANNUITIES

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

ROTH IRAS

Effective January 1, 1998, section 408A of the Code permits certain
eligible individuals to contribute to a Roth IRA.  Contributions to a
Roth IRA, which are subject to certain limitations, are not deductible,
and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA.  A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply.
Distributions from a Roth IRA generally are not taxed, except that,
once aggregate distributions exceed contributions to the Roth IRA,
income tax and a 10% penalty tax may apply to distributions made (1)
before age 59 1/2 (subject to certain exceptions) or (2) during the
five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

TAX SHELTERED ANNUITIES

Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their gross
income the premium payments made, within certain limits, on a Contract
that will provide an annuity for the employee's retirement.  These
premium payments may be subject to FICA (social security) tax.

OTHER TAX CONSEQUENCES

As noted above, the foregoing comments about the federal tax
consequences under the Contracts are not exhaustive, and special rules
are provided with respect to other tax situations not discussed in this
prospectus.  Further, the federal income tax consequences discussed
herein reflect our understanding of

                                   32
<PAGE>
<PAGE>

current law, and the law may change.  Federal estate and state and
local estate, inheritance and other tax consequences of ownership or
receipt of distributions under a Contract depend on the individual
circumstances of each contract owner or recipient of the distribution.
A competent tax adviser should be consulted for further information.

POSSIBLE CHANGES IN TAXATION

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

                                   33
<PAGE>
<PAGE>

MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable of Iowa"), pursuant to a merger agreement among Equitable of Iowa,
PFHI and ING Groep N.V.  On August 13, 1996, Equitable of Iowa acquired all of
the outstanding capital stock of BT Variable, Inc., the parent of Golden
American.  For GAAP financial statement purposes, the merger was accounted for
as a purchase effective October 25, 1997 and the change in control of Golden
American through the acquisition of BT Variable, Inc. was accounted for as a
purchase effective August 14, 1996.  The merger and acquisition resulted in
new bases of accounting reflecting estimated fair values of assets and
liabilities at their respective dates.  As a result, the GAAP financial data
presented below for the period subsequent to October 24, 1997, are presented
as the Post-Merger new basis of accounting, for the period August 14, 1996
through October 24, 1997, are presented as the Post-Acquisition basis of
accounting, and for August 13, 1996 and prior periods are presented as the
Pre-Acquisition basis of accounting.

<TABLE>
<CAPTION>
                                       SELECTED GAAP BASIS FINANCIAL DATA
                                                 (IN THOUSANDS)
                                        POST-MERGER                     POST-ACQUISITION
                              ------------------------------- | -----------------------------
                                                              |
                                (UNAUDITED)     FOR THE PERIOD| FOR THE PERIOD   FOR THE PERIOD
                                FOR THE NINE    OCTOBER 25,   | JANUARY 1,       AUGUST 14,
                                MONTHS ENDED    1997 THROUGH  | 1997 THROUGH     1996 THROUGH
                               SEPTEMBER 30,    DECEMBER 31,  | OCTOBER 24,      DECEMBER 31,
                                   1998             1997      |   1997              1996
                              --------------   -------------- |------------    ---------------
                                                              |
<S>                               <C>            <C>              <C>            <C>
Annuity and Interest                                          |
 Sensitive Life                                               |
 Product Charges .............    $   26,984     $     3,834  |   $18,288        $    8,768
Net Income before                                             |
 Federal Income Tax ..........    $    9,171     $      (279) |   $  (608)       $      570
Net Income (Loss) ............    $    4,877     $      (425) |   $   729        $      350
Total Assets .................    $3,776,542     $ 2,445,835  |       N/A        $1,677,899
Total Liabilities ............    $3,471,107     $ 2,218,522  |       N/A        $1,537,415
Total Stockholder's Equity ...    $  305,435     $   227,313  |       N/A        $  140,484
</TABLE>


                                            PRE-ACQUISITION
                      -------------------------------------------------------
                       FOR THE PERIOD
                      JANUARY 1, 1996
                          THROUGH     FOR THE FISCAL YEARS ENDED DECEMBER 31,
                                   ------------------------------------------
                      AUGUST 13, 1996   1995       1994      1993     1992(a)
                      ---------------  ------     ------    ------   --------
Annuity and
  Interest
  Sensitive Life
  Product Charges ......  $12,259  $   18,388  $   17,519  $ 10,192  $    694
Net Income before
  Federal Income Tax ...  $ 1,736  $    3,364  $    2,222  $ (1,793) $   (508)
Net Income (Loss) ......  $ 3,199  $    3,364  $    2,222  $ (1,793) $   (508)
Total Assets ...........     N/A   $1,203,057  $1,044,760  $886,155  $320,539
Total Liabilities ......     N/A   $1,104,932  $  955,254  $857,558  $306,197
Total Stockholder's
  Equity ...............     N/A   $   98,125  $   89,506  $ 28,597  $ 14,342

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

                                   34
<PAGE>
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The purpose of this section is to discuss and analyze the Company's
condensed consolidated results of operations.  In addition, some analysis and
information regarding financial condition as well as liquidity and capital
resources has also been provided.  This analysis should be read in conjunction
with the condensed consolidated financial statements, the related notes and the
Cautionary Statement Regarding Forward-Looking Statements which appear
elsewhere in this report.  The Company reports financial results on a
consolidated basis. The condensed consolidated financial statements include
the accounts of Golden American Life Insurance Company ("Golden American") and
its wholly owned subsidiary, First Golden American Life Insurance Company of
New York ("First Golden," and collectively with Golden American, the
"Company").

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

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

RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa shareholders approved the
Agreement and Plan of Merger ("Merger Agreement") dated as of July 7, 1997,
among Equitable of Iowa, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING").  On October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable of Iowa pursuant to the Merger
Agreement.  PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. Equitable of Iowa, an Iowa
corporation, in turn owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American and their
wholly owned subsidiaries.  Equitable of Iowa also owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable Investment Services,
Inc., Directed Services, Inc. ("DSI"), Equitable of Iowa Companies Capital
Trust, Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc.  In exchange for the outstanding capital stock of
Equitable of Iowa, ING paid total consideration of approximately $2.1 billion
in cash and stock plus the assumption of approximately $400 million in debt
according to the Merger Agreement.  As a result of the merger, Equitable of Iowa
was merged into PFHI which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent").

For financial statement purposes, the change in control of the Company through
the ING acquisition of EIC, was accounted for as a purchase effective October
25, 1997.  This merger resulted in a new basis of accounting reflecting
estimated fair values of assets and liabilities at that date.  As a result, the
Company's financial statements for the period subsequent to October 24, 1997,
are presented on the Post-Merger new basis of accounting.

The purchase price was allocated to the companies mentioned previously. Goodwill
of $1.4 billion was established for the excess of the merger cost over the fair
value of the assets and liabilities of EIC with $151.1 million

                                   35
<PAGE>
<PAGE>

pushed down to the Company.  The allocation of the purchase price to the Company
was $227.6 million. The cost of the acquisition is preliminary as it relates to
estimated expenses, and as a result, the allocation of the purchase price to the
Company may change. Goodwill resulting from the merger is being amortized over
40 years on a straight-line basis.  The carrying value will be reviewed
periodically for any indication of impairment in value.

CHANGE IN CONTROL - ACQUISITION.  On August 13, 1996, Equitable of Iowa acquired
all of the outstanding capital stock of BT Variable, Inc. ("BT Variable") and
its wholly owned subsidiaries Golden American and DSI. Subsequent to the
acquisition, the BT Variable, Inc. name was changed to EIC Variable, Inc. On
April 30, 1997, EIC Variable, Inc. was liquidated and its investments in Golden
American and DSI were transferred to Equitable of Iowa while the remainder of
its net assets were contributed to Golden American. On December 30, 1997, EIC
Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
effective August 14, 1996.  This acquisition resulted in a new basis of
accounting reflecting estimated fair value of assets and liabilities at that
date.  As a result, the Company's financial statements for the period August 14,
1996 through October 24, 1997, are presented on the Post-Acquisition basis of
accounting and for August 13, 1996 and prior periods are presented on the
Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased - BT Variable,
DSI, and Golden American. Goodwill of $41.1 million was established for the
excess of the acquisition cost over the fair value of the assets and liabilities
and pushed down to Golden American.  At June 30, 1997, goodwill was increased by
$1.8 million to adjust the value of a receivable existing at that date.  The
allocation of the purchase price to Golden American was approximately $139.9
million.  Goodwill resulting from the acquisition was being amortized over 25
years on a straight-line basis.

THE FIRST NINE MONTHS OF 1998 COMPARED TO THE SAME PERIOD OF 1997

PREMIUMS
(DOLLARS IN MILLIONS)


                                                                  |POST-
                             POST-MERGER                          |ACQUISITION
                            _____________                         |_____________
     NINE MONTHS ENDED                     PERCENTAGE    DOLLAR   |
       SEPTEMBER 30             1998         CHANGE      CHANGE   |    1997
__________________________________________________________________|_____________
                                         |            |           |
Variable annuity                         |            |           |
 premiums:                               |            |           |
 Separate account               $1,125.3 |      651.6%|    $975.5 |      $149.8
 Fixed account                     346.6 |       51.7 |     118.1 |       228.5
                                ________ |      _____ |    ______ |      ______
Total variable                           |            |           |
 annuity premiums                1,471.9 |      289.1 |   1,093.6 |       378.3
Variable life                            |            |           |
 premiums                           11.4 |      (16.2)|      (2.2)|        13.6
                                ________ |      _____ |  ________ |      ______
Total premiums                  $1,483.3 |      278.5%|  $1,091.4 |      $391.9
                                ========        =====    ========        ======


Variable annuity separate account premiums increased 651.6% during the first
nine months of 1998 and increased 2.5% in the third quarter compared to second
quarter 1998 premiums.  These increases resulted from increased sales of the
new Premium Plus product introduced in October of 1997 and the increased sales
levels of the Company's other products.  The fixed account portion of the
Company's variable annuity premiums increased 51.7% during the first nine months
of 1998 and increased 39.1% in the third quarter of 1998 compared to the second
quarter of 1998.  Although variable life premiums decreased 16.2% during the
first nine months of 1998, third quarter 1998 variable life premiums increased
11.1% over second quarter 1998 premiums.

Premiums, net of reinsurance, for variable products from four significant
broker/dealers totaled $546.9 million, or 37% of total premiums, for the first
nine months of 1998.

                                   36
<PAGE>
<PAGE>

REVENUES
(DOLLARS IN MILLIONS)


                                                                   POST-
                             POST-MERGER                          |ACQUISITION
                            _____________                         |_____________
     NINE MONTHS ENDED                     PERCENTAGE    DOLLAR   |
       SEPTEMBER 30             1998         CHANGE      CHANGE   |    1997
__________________________________________________________________|_____________
Annuity and interest                     |            |           |
 sensitive life                          |            |           |
 product charges                   $27.0 |       69.3%|     $11.1 |       $15.9
Management fee revenue               3.3 |       61.7 |       1.3 |         2.0
Net investment income               29.3 |       54.6 |      10.3 |        19.0
Realized gains                           |            |           |
 on investments                      0.4 |      658.7 |       0.3 |         0.1
Other income                         4.8 |    1,026.6 |       4.4 |         0.4
                                   _____ |    _______ |     _____ |       _____
                                   $64.8 |       73.2%|     $27.4 |       $37.4
                                   =====      =======       =====         =====


Total revenues increased 73.2% in the first nine months of 1998 compared to the
same period in 1997.  Annuity and interest sensitive life product charges
increased 69.3% in the first nine months of 1998 due to additional fees earned
from the increasing block of business under management in the separate accounts
and an increase in surrender charges. This increase was partially offset by the
elimination of the unearned revenue reserve related to in force acquired at the
merger date which resulted in lower annuity and interest sensitive life product
charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI.
The fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $3.3 million
and $2.0 million for the first nine months of 1998 and 1997, respectively.

Net investment income increased 54.6% in the first nine months of 1998 due to
the increase in invested assets.  The Company had $436,000 of realized gains on
the sale of investments in the first nine months of 1998, compared to gains of
$58,000 in the same period of 1997.

Other income increased $4.4 million to $4.8 million in the first nine months of
1998 due primarily to income received from a modified coinsurance agreement with
an unaffiliated reinsurer as a result of increased sales.

EXPENSES

Total insurance benefits and expenses increased $17.4 million, or 49.3%, to
$52.6 million in the first nine months of 1998. Interest credited to account
balances increased $47.3 million, or 280.7%, to $64.1 million in the first nine
months of 1998.  The extra credit bonus on the new Premium Plus product
introduced in October of 1997 generated a $35.8 million increase in interest
credited during the first nine months of 1998.  The remaining increase in
interest credited relates to higher account balances associated with the
Company's fixed account option within its variable products.

Commissions increased $61.8 million, or 267.6%, to $85.0 million in the first
nine months of 1998.  Insurance taxes increased $1.0 million, or 58.3%, to
$2.7 million in the first nine months of 1998.  Increases and decreases in
commissions and insurance taxes are generally related to changes in the level
of variable product sales.  Insurance taxes are impacted by several other
factors which include an increase in FICA taxes primarily due to bonuses.
Most costs incurred as the result of new sales have been deferred, thus having
very little impact on current earnings.

General expenses increased $11.7 million, or 99.6%, to $23.5 million in the
first nine months of 1998.  Management expects general expenses to continue
to increase in 1998 as a result of the emphasis on expanding the salaried
wholesaler distribution network.  The Company uses a network of wholesalers
to distribute its products and the salaries of these wholesalers are included
in general expenses.  The portion of these salaries and related expenses which
varies with sales production levels is deferred, thus having little impact on
current earnings.  The increase in general expenses was partially offset by
reimbursements received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

                                   37
<PAGE>
<PAGE>

At the merger date, the Company's deferred policy acquisition costs ("DPAC"),
previous balance of present value of in force acquired ("PVIF") and unearned
revenue reserve were eliminated and an asset of $44.3 million representing
PVIF was established for all policies in force at the merger date.  During
the third quarter of 1998, PVIF was unlocked by $0.8 million to reflect changes
in the assumptions related to the timing of future gross profits. PVIF decreased
$2.7 million in the second quarter of 1998 to adjust the value of other
receivables and increased $0.2 million in the first quarter of 1998 as a result
of an adjustment to the merger costs.  The amortization of PVIF and DPAC
increased $1.4 million, or 23.2%, in the first nine months of 1998. During the
second quarter of 1997, PVIF was unlocked by $2.3 million to reflect narrower
current spreads than the gross profit model assumed.  Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization is $1.0 million for
the remainder of 1998, $4.1 million in 1999, $4.1 million in 2000, $4.0 million
in 2001, $3.8 million in 2002 and $3.5 million in 2003. Certain expense
estimates inherent in the cost of the merger may change resulting in changes of
the allocation of the purchase price.  If changes occur, the impact could result
in changes to PVIF and the related amortization and deferred taxes.  Actual
amortization may vary based upon changes in assumptions and experience.

Amortization of goodwill during the first nine months of 1998 totaled $2.8
million.  Goodwill resulting from the merger is being amortized on a straight-
line basis over 40 years and is expected to approximate $3.8 million annually.

Interest expense on the $25 million surplus note issued in December 1996 was
$1.5 million in the first nine months of 1998 and the same period of 1997.
In addition, Golden American paid interest of $0.2 million on the line of
credit during the first nine months of 1998.  Golden American also paid $1.3
million in the first nine months of 1998 to ING America Insurance Holdings, Inc.
("ING AIH")for interest on the reciprocal loan agreement.

NET INCOME.  Net income for the first nine months of 1998 was $4.9 million, an
increase of $4.6 million over net income of $0.3 million in the same period
of 1997.


1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition activity for
1997 and Post-Acquisition and Pre-Acquisition activity for 1996 for comparison
purposes.  Such a comparison does not recognize the impact of the purchase
accounting and goodwill amortization except for the periods after August 13,
1996.

PREMIUMS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                          POST-MERGER           COMBINED       POST-ACQUISITION
                      __________________________________________________________
                          FOR THE PERIOD |      FOR THE YEAR |   FOR THE PERIOD
                        OCTOBER 25, 1997 |             ENDED |  JANUARY 1, 1997
                                 THROUGH | DECEMBER 31, 1997 |          THROUGH
                       DECEMBER 31, 1997 |          COMBINED | OCTOBER 24, 1997
_________________________________________| __________________| _________________
<S>                               <C>    |            <C>    |           <C>
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account                 $111.0 |            $291.2 |           $180.2
 Fixed account                      60.9 |             318.0 |            257.1
                                  ______ |            ______ |           ______
                                   171.9 |             609.2 |            437.3
Variable life premiums               1.2 |              15.6 |             14.4
                                  ______ |            ______ |           ______
Total premiums                    $173.1 |            $624.8 |           $451.7
                                  ======              ======             ======
</TABLE>
                                   38
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                       POST-ACQUISITION         COMBINED        PRE-ACQUISITION
                      __________________________________________________________
                          FOR THE PERIOD |      FOR THE YEAR |   FOR THE PERIOD
                         AUGUST 14, 1996 |             ENDED |  JANUARY 1, 1996
                                 THROUGH | DECEMBER 31, 1996 |          THROUGH
                       DECEMBER 31, 1996 |          COMBINED |  AUGUST 13, 1996
_________________________________________| __________________| _________________
<S>                               <C>    |            <C>    |           <C>
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account                 $ 51.0 |            $182.4 |           $131.4
 Fixed account                     118.3 |             245.3 |            127.0
                                  ______ |            ______ |           ______
                                   169.3 |             427.7 |            258.4
Variable life premiums               3.6 |              14.1 |             10.5
                                  ______ |            ______ |           ______
Total premiums                    $172.9 |            $441.8 |           $268.9
                                  ======              ======             =======
</TABLE>


Variable annuity separate account and variable life premiums increased 59.6%
and 10.1%, respectively in 1997. During 1997, stock market returns, a
relatively low interest rate environment and flat yield curve have made returns
provided by variable annuities and mutual funds more attractive than fixed rate
products such as certificates of deposits and fixed annuities. The fixed account
portion of the Company's variable annuity premiums increased 29.7% in 1997 due
to the Company's marketing emphasis on fixed rates during the second and third
quarters.  Premiums, net of reinsurance, for variable products from six
significant broker/dealers for the year ended December 31, 1997, totaled $445.3
million, or 71% of premiums ($298.0 million or 67% from two significant
broker/dealers for the year ended December 31, 1996).

REVENUES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                          POST-MERGER          COMBINED        POST-ACQUISITION
                      __________________________________________________________
                          FOR THE PERIOD |      FOR THE YEAR|    FOR THE PERIOD
                        OCTOBER 25, 1997 |             ENDED|   JANUARY 1, 1997
                                 THROUGH | DECEMBER 31, 1997|           THROUGH
                       DECEMBER 31, 1997 |          COMBINED|  OCTOBER 24, 1997
_________________________________________| _________________| __________________
<S>                                 <C>  |            <C>   |             <C>
Annuity and interest                     |                  |
 sensitive life                          |                  |
 product charges                    $3.8 |            $22.1 |             $18.3
Management fee revenue               0.5 |              2.8 |               2.3
Net investment income                5.1 |             26.8 |              21.7
Realized gains (losses)                  |                  |
 on investments                       -- |              0.1 |               0.1
Other income                         0.3 |              0.7 |               0.4
                                    ____ |            _____ |             _____
                                    $9.7 |            $52.5 |             $42.8
                                    ====              =====               =====
</TABLE>

<TABLE>
<CAPTION>
                       POST-ACQUISITION        COMBINED        PRE-ACQUISITION
                      __________________________________________________________
                          FOR THE PERIOD |      FOR THE YEAR|    FOR THE PERIOD
                         AUGUST 14, 1996 |             ENDED|   JANUARY 1, 1996
                                 THROUGH | DECEMBER 31, 1996|           THROUGH
                       DECEMBER 31, 1996 |          COMBINED|   AUGUST 13, 1996
_________________________________________| _________________| __________________
<S>                                <C>   |            <C>   |             <C>
Annuity and interest                     |                  |
 sensitive life                          |                  |
 product charges                   $ 8.8 |            $21.0 |             $12.2
Management fee revenue               0.9 |              2.3 |               1.4
Net investment income                5.8 |             10.8 |               5.0
Realized gains (losses)                  |                  |
 on investments                       -- |             (0.4)|              (0.4)
Other income                         0.5 |              0.6 |               0.1
                                   _____ |            _____ |             _____
                                   $16.0 |            $34.3 |             $18.3
                                   =====              =====               =====
</TABLE>

                                   39
<PAGE>
<PAGE>

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in 1997.
Annuity and interest sensitive life product charges increased 5.2%, or $1.1
million in 1997 due to additional fees earned from the increasing block of
business under management in the Separate Accounts and an increase in the
surrender charge revenues.

Golden American provides certain managerial and supervisory services to DSI.
The fee paid to Golden American for these services, which is calculated as
a percentage of average assets in the variable separate accounts, was $2.8
million for 1997 and $2.3 million for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8 million in
1997 from $10.8 million in 1996 due to growth in invested assets.  During 1997,
the Company had net realized gains on the disposal of investments, resulting
from voluntary sales, of $0.1 million compared to net realized losses of $0.4
million in 1996.

EXPENSES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                           POST-MERGER         COMBINED       POST-ACQUISITION
                        _______________________________________________________
                           FOR THE PERIOD|      FOR THE YEAR|   FOR THE PERIOD
                         OCTOBER 25, 1997|             ENDED|  JANUARY 1, 1997
                                  THROUGH| DECEMBER 31, 1997|          THROUGH
                        DECEMBER 31, 1997|          COMBINED| OCTOBER 24, 1997
_________________________________________| _________________| _________________
<S>                                <C>   |            <C>   |            <C>
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances                 $7.4 |            $26.7 |            $19.3
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                           -- |              0.1 |              0.1
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                        9.4 |             36.3 |             26.9
  General expenses                   3.4 |             17.3 |             13.9
  Insurance taxes                    0.5 |              2.3 |              1.8
  Policy acquisition costs               |                  |
   deferred                        (13.7)|            (42.7)|            (29.0)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs                0.9 |              2.6 |              1.7
   Present value of in                   |                  |
    force acquired                   0.9 |              6.1 |              5.2
   Goodwill                          0.6 |              2.0 |              1.4
                                    ____ |            _____ |            _____
                                    $9.4 |            $50.7 |            $41.3
                                    ====              =====              =====
</TABLE>



<TABLE>
<CAPTION>
                        POST-ACQUISITION       COMBINED        PRE-ACQUISITION
                        ______________________________________________________
                           FOR THE PERIOD|      FOR THE YEAR|   FOR THE PERIOD
                          AUGUST 14, 1996|             ENDED|  JANUARY 1, 1996
                                  THROUGH| DECEMBER 31, 1996|          THROUGH
                        DECEMBER 31, 1996|          COMBINED|  AUGUST 13, 1996
_________________________________________| _________________| _________________
<S>                                <C>   |            <C>   |            <C>
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances                $ 5.7 |            $10.1 |            $ 4.4
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                          1.3 |              2.2 |              0.9
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                        9.9 |             26.5 |             16.6
  General expenses                   5.9 |             15.3 |              9.4
  Insurance taxes                    0.7 |              1.9 |              1.2
  Policy acquisition costs               |                  |
   deferred                        (11.7)|            (31.0)|            (19.3)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs                0.2 |              2.6 |              2.4
   Present value of in                   |                  |
    force acquired                   2.7 |              3.7 |              1.0
   Goodwill                          0.6 |              0.6 |               --
                                   _____ |            _____ |            _____
                                   $15.3 |            $31.9 |            $16.6
                                   =====              =====              =====
</TABLE>

                                   40
<PAGE>
<PAGE>

Total insurance benefits and expenses increased 59.3%, or $18.8 million, in
1997 from $31.9 million in 1996. Interest credited to account balances
increased 164.4%, or $16.6 million, in 1997 as a result of higher account
balances associated with the Company's fixed account option within its variable
products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5 million in
1996. Insurance taxes increased 23.3%, or $0.4 million, in 1997 from $1.9
million in 1996.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3 million
in 1996 due in part to certain expenses associated with the merger occurring on
October 24, 1997.  This increase in general expenses was partially offset by
reimbursements received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.
Management expects general expenses to continue to increase in 1998 as a result
of the emphasis on expanding the salaried wholesaler distribution network.

During the second quarter of 1997, present value of in force acquired ("PVIF")
was unlocked by $2.3 million to reflect narrower current spreads than the gross
profit model assumed.  The Company's deferred policy acquisition costs ("DPAC"),
previous balance of PVIF and unearned revenue reserve, as of the merger date,
were eliminated and an asset of $44.3 million representing PVIF was established
for all policies in force at the merger date.  The amortization of PVIF and DPAC
increased $2.4 million, or 37.1%, in 1997.

Amortization of goodwill for the year ended December 31, 1997 totaled $2.0
million compared to $0.6 million for the year ended December 31, 1996.

Interest expense on the $25 million surplus note issued December 1996 was $2.0
million for the year ended December 31, 1997.  Interest on any line of credit
borrowings was charged at the rate of Equitable of Iowa's monthly average
aggregate cost of short-term funds plus 1.00%. During 1997, the Company paid
$0.6 million to Equitable of Iowa for interest on the line of credit.

NET INCOME.  Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

1996 COMPARED TO 1995

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


PREMIUMS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                               POST-
                            ACQUISITION   |   COMBINED   |       PRE-ACQUISITION
                          --------------- | ------------ | ----------------------------
                          FOR THE PERIOD  | FOR THE YEAR |
                          AUGUST 14, 1996 |    ENDED     | FOR THE PERIOD  FOR THE YEAR
                              THROUGH     | DECEMBER 31, | JANUARY 1,1996     ENDED
                           DECEMBER 31,   |     1996     |     THROUGH     DECEMBER 31,
                               1996       |   COMBINED   | AUGUST 13, 1996     1995
                          --------------- | ------------ | --------------- ------------
<S>                            <C>        |    <C>       |     <C>            <C>
Variable annuity premiums..    $169.3     |    $427.7    |     $258.4         $110.6
Variable life premiums.....       3.6     |      14.1    |       10.5            5.1
                               ------     |    ------    |     ------         ------
Total premiums.............    $172.9     |    $441.8    |     $268.9         $115.7
                               ======     |    ======    |     ======         ======
</TABLE>

                                   41
<PAGE>
<PAGE>

Variable annuity premiums increased 286.4%, or $317.1 million, in 1996, and
variable life premiums increased 176.2%, or $9.0 million, in 1996.  During
1995, the fund offerings underlying Golden American's variable products were
improved and a fixed account option was added. These changes and the current
environment have contributed to the significant growth in the Company's variable
annuity premiums from 1995. Premiums, net of reinsurance, for variable products
from two significant sellers for the year ended December 31, 1996, totaled
$298.0 million, or 67% of premiums.


REVENUES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                               POST-
                            ACQUISITION   |   COMBINED   |       PRE-ACQUISITION
                          --------------- | ------------ | ----------------------------
                          FOR THE PERIOD  | FOR THE YEAR |
                          AUGUST 14, 1996 |    ENDED     | FOR THE PERIOD  FOR THE YEAR
                              THROUGH     | DECEMBER 31, | JANUARY 1, 1996    ENDED
                           DECEMBER 31,   |     1996     |     THROUGH     DECEMBER 31,
                               1996       |   COMBINED   | AUGUST 13, 1996     1995
                          --------------- | ------------ | --------------- ------------
<S>                             <C>            <C>              <C>           <C>
Annuity and interest                      |              |
 sensitive life product                   |              |
 charges................       $ 8.8      |    $21.0     |      $12.2         $18.4
Management fee revenue..         0.9      |      2.3     |        1.4           1.0
Net investment income...         5.8      |     10.8     |        5.0           2.8
Realized gains (losses)                   |              |
 on investments.........          --      |     (0.4)    |       (0.4)          0.3
Other income............         0.5      |      0.6     |        0.1           0.1
                               -----      |    -----     |       ----          ----
                               $16.0      |    $34.3     |      $18.3         $22.6
                               =====      |    =====     |       ====         =====
</TABLE>

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

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

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

                                   42
<PAGE>
<PAGE>

EXPENSES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                                             POST-
                                          ACQUISITION   |   COMBINED   |       PRE-ACQUISITION
                                        --------------- | ------------ | -----------------------------
                                         FOR THE PERIOD | FOR THE YEAR | FOR THE PERIOD
                                        AUGUST 14, 1996 |    ENDED     | JANUARY 1, 1996 FOR THE YEAR
                                            THROUGH     | DECEMBER 31, |    THROUGH          ENDED
                                         DECEMBER 31,   |     1996     |  AUGUST 13,      DECEMBER 31,
                                             1996       |   COMBINED   |      1996           1995
                                        --------------- | ------------ | --------------- -------------
<S>                                           <C>             <C>             <C>           <C>
Insurance benefits and expenses:                        |              |
 Annuity and interest sensitive                         |              |
   life benefits:                                       |              |
 Interest credited to account balances....   $ 5.7      |     $10.1    |      $ 4.4        $ 1.3
 Benefit claims incurred in excess of                   |              |
   account balances.......................     1.3      |       2.2    |        0.9          1.8
Underwriting, acquisition, and insurance                |              |
   expenses:                                            |              |
 Commissions..............................     9.9      |      26.5    |       16.6          8.0
 General expenses.........................     5.9      |      15.3    |        9.4         12.7
 Insurance taxes..........................     0.7      |       1.9    |        1.2          0.9
 Policy acquisition costs deferred........   (11.7)     |     (31.0)   |      (19.3)        (9.8)
 Amortization:                                          |              |
  Deferred policy acquisition costs.......     0.2      |       2.6    |        2.4          2.7
  Present value of in force acquired......     2.7      |       3.7    |        1.0          1.6
  Goodwill................................     0.6      |       0.6    |         --           --
                                            ------      |    ------    |     ------        -----
                                             $15.3      |     $31.9    |      $16.6        $19.2
                                            ======           ======          ======        =====

</TABLE>

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

Commissions increased 230.9%, or $18.5 million, in 1996 from $8.0 million in
1995. Insurance taxes increased 99.3%, or $1.0 million, in 1996 from $1.0
million in 1995.

General expenses increased 21.2%, or $2.6 million, in 1996 from $12.7 million
in 1995.

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

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

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

FINANCIAL CONDITION

RATINGS.  During 1997, the Company's ratings were upgraded by A.M. Best
from A to A+ and by Duff & Phelps from AA to AA+.

                                   43
<PAGE>
<PAGE>

INVESTMENTS. The financial statement carrying value of the Company's total
investment portfolio grew 39.6% in the first nine months of 1998. The amortized
cost basis of the Company's total investment portfolio grew 39.0% during the
same period.  The financial statement carrying value and amortized cost basis
of the Company's total investments each increased 65.1% in 1997. All of the
Company's investments, other than mortgage loans, are carried at fair value
in the Company's financial statements.  As such, growth in the carrying value
of the Company's investment portfolio included changes in unrealized
appreciation and depreciation of fixed maturity and equity securities as well as
growth in the cost basis of these securities.  Growth in the cost basis of the
Company's investment portfolio resulted from the investment of premiums from the
sale of the Company's fixed account option.  The Company manages the growth of
its insurance operations in order to maintain adequate capital ratios.

To support the fixed account option of the Company's variable insurance
products, cash flow was invested primarily in fixed maturity and equity
securities and mortgage loans. At September 30, 1998, the Company's
investment portfolio at amortized cost was $722.4 million with a yield of 7.1%
and carrying value of $726.4 million. At December 31, 1997, the Company's
investment portfolio at amortized cost was $519.6 million with a yield of 6.7%
and carrying value of $520.2 million.

Fixed Maturity Securities:  At September 30, 1998 the Company had fixed
maturities with an amortized cost of $610.3 million and an estimated fair
value of $618.7 million.  At December 31, 1997, the Company had fixed
maturities with an amortized cost of $413.3 million and an estimated fair
value of $414.4 million.  The individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
($471.5 million or 77.3% at September 30, 1998, and $368.0 million or 89.1% at
December 31, 1997), which include securities issued by the U.S. Government, its
agencies and corporations that are rated at least BBB- by Standard & Poor's
Rating Services, a Division of the McGraw Hill Cos., Inc. ("Standard & Poor's"),
and below investment grade securities ($47.2 million or 7.7% at September 30,
1998, and $41.4 million or 10.0% at December 31, 1997), which are securities
issued by corporations that are rated BB+ to B- by Standard & Poor's.
Securities not rated by Standard & Poor's had a National Association of
Insurance Commissioners ("NAIC") rating of 1, 2 or 3 ($90.5 million or 14.8%)
or a rating of 4 ($1.1 million or 0.2%) at September 30, 1998, and 1, 3 or 4
($3.9 million or 0.9%) at December 31, 1997.

The Company classifies 100% of its securities as available for sale. On
September 30, 1998, fixed income securities with an amortized cost of $610.3
million and an estimated fair value of $618.7 million were designated as
available for sale, and on December 31, 1997, fixed income securities with
an amortized cost of $413.3 million and an estimated fair value of $414.4
million were designated as available for sale. At September 30, 1998, and
December 31, 1997, net unrealized appreciation of fixed maturity securities
of $8.4 million and $1.1 million, respectively, was comprised of gross
appreciation of $11.3 million and $1.4 million, respectively, and gross
depreciation of $2.9 million and $0.3 million, respectively.  Net unrealized
holding gains on these securities, net of adjustments to DPAC, PVIF and deferred
income taxes, increased stockholder's equity by $3.7 million at September 30,
1998, and $0.6 million at December 31, 1997.

The Company began investing in below investment grade securities during 1996.
At September 30, 1998, and December 31, 1997 the amortized cost value of the
Company's total investment in below investment grade securities was $55.1
million and $41.4 million, or 7.6% and 8.0%, respectively, of the Company's
investment portfolio.  The Company intends to purchase additional below
investment grade securities, but it does not expect the percentage of its
portfolio invested in such securities to exceed 10% of its investment
portfolio.  At September 30, 1998, and December 31, 1997, the yield at
amortized cost on the Company's below investment grade portfolio was 8.0%
compared to 6.4%, respectively, and 7.9% compared to 6.3%, respectively,
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was
$53.8 million, or 97.5% of amortized cost value, at September 30, 1998,
and $41.3 million, or 99.9% of amortized cost value, at December 31, 1997.

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other creditors
of the issuer.   Also, issuers of below investment grade securities usually

                                   44
<PAGE>
<PAGE>

have higher levels of debt and are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are issuers of
investment grade securities.  The Company attempts to reduce the overall risk
in its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

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

During the first nine months of 1998, and during 1997, fixed maturity securities
designated as available for sale with a combined amortized cost of $91.2 and
$49.3 million, respectively, were called or repaid by their issuers. In total,
net pre-tax gains from sales, calls and repayments of fixed maturity investments
amounted to $0.5 million for the first nine months of 1998, and $0.2 million for
the year ended December 31, 1997.

At September 30, 1998, and December 31, 1997 no fixed maturity securities were
deemed to have impairments in value that are other than temporary. The Company's
fixed maturity investment portfolio had a combined yield at amortized cost of
6.7% at September 30, 1998, and 6.7% at December 31, 1997.

Equity Securities:  At September 30, 1998, and December 31, 1997, the
Company owned equity securities with a cost of $14.4 million and $4.4
million, respectively, and an estimated fair value of $10.1 million and
$3.9 million, respectively.  At September 30, 1998, net unrealized
depreciation of equity securities of $4.3 million was comprised
entirely of gross depreciation. At December 31, 1997 gross unrealized
depreciation of equity securities totaled $0.5 million. Equity
securities are comprised primarily of the Company's investment in
shares of the mutual funds underlying the Company's registered separate
accounts.

Mortgage Loans:  Mortgage loans represented 13.5% at September 30, 1998,
and 16.4% at December 31, 1997, of the Company's investment portfolio
at amoritized cost.  Mortgages outstanding were $98.0 million and $85.1 million
at September 30, 1998, and December 31, 1997, respectively, with an estimated
fair value of $101.9 million and $86.3 million, respectively.  At September 30,
1998, the Company's mortgage loan portfolio included 57 loans with an average
size of $1.7 million and average seasoning of 0.9 years if weighted by the
number of loans.  At December 31, 1997, the Company's mortgage loan portfolio
included 50 loans with an average size of $1.7 million and average seasoning of
1.1 years if weighted by the number of loans, and 1.2 years if weighted by
mortgage loan carrying value. The Company's mortgage loans are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments, and are diversified by type of property and
geographic location. At September 30, 1998, and December 31, 1997, the yield on
the Company's mortgage loan portfolio was 7.3% and 7.4%, respectively.

At September 30, 1998, and December 31, 1997 no mortgage loans were
delinquent by 90 days or more.  The Company's loan investment strategy
is consistent with other life insurance subsidiaries of EIC.  EIC's
insurance subsidiaries have experienced an historically low default
rate in their mortgage loan portfolio and have been able to recover 95.9% of the
principal amount of problem mortgages resolved in the last three years ended
December 31, 1997.

At September 30, 1998, and December 31, 1997, the Company had no investments
in default.  The Company estimates its total investment portfolio, excluding
policy loans, had a fair value approximately equal to 101.1% and 100.4% of
its amortized cost value for accounting purposes at September 30, 1998, and
December 31, 1997, respectively.

                                   45
<PAGE>
<PAGE>

OTHER ASSETS.  Accrued investment income increased $3.0 million during the
first nine months of 1998, and $2.3 million during 1997, due to an increase
in the overall size of the portfolio resulting from the investment of
premiums allocated to the fixed account option of the Company's variable
products.

DPAC represents certain deferred costs of acquiring new insurance
business, principally commissions and other expenses related to the
production of new business subsequent to the merger.  The Company's
DPAC and previous balance of PVIF, were eliminated as of the merger and
acquisition dates, and an asset representing PVIF was established for
all policies in force at the merger and acquisition dates.  PVIF is
amortized into income in proportion to the expected gross profits of
the in force acquired in a manner similar to DPAC amortization.  Any
expenses which vary with the sales of the Company's products are
deferred and amortized.  At September 30, 1998, the Company had DPAC and
PVIF balances of $140.8 million and $36.5 million, respectively. At December
31, 1997, the Company had DPAC and PVIF balances of $12.8 million and $43.2
million, respectively.  During the third quarter of 1998, PVIF was unlocked by
$0.8 million to reflect changes in the assumptions related to the timing of
future gross profits.  PVIF decreased $2.7 million in the second
quarter of 1998 for an adjustment to the value of other receivables and
increased $0.2 million in the first quarter of 1998 for an adjustment
made to the merger costs.  During the second quarter of 1997, PVIF was unlocked
by $2.3 million to reflect narrower current spreads than the gross profit model
assumed.

Goodwill totaling $151.1 million and $41.1 million as adjusted, representing
the excess of the acquisition cost over the fair value of net assets acquired,
was established at the merger and acquisition dates, respectively.  At June 30,
1997, goodwill was increased by $1.8 million to adjust the value of a receivable
existing at the acquisition date.  Amortization of goodwill through September
30, 1998 was $2.8 million.

At September 30, 1998 the Company had $2.6 billion of separate account assets
compared to $1.6 billion at December 31, 1997, and 1.2 billion at December 31,
1996. The increase in separate account assets during the first nine months of
1998 is due to growth in sales of the Company's variable annuity products, net
of redemptions and market depreciation.

At September 30, 1998 the Company had total assets of $3.8 billion, a 54.4%
increase from the December 31, 1997 total asset amount of $2.4 billion. The
1997 total asset amount was a 45.8% increase over total assets at December 31,
1996.

LIABILITIES.  In conjunction with the volume of variable insurance sales, the
Company's total liabilities increased $1.3 billion, or 56.4%, during the first
nine months of 1998 and totaled $3.5 billion at September 30, 1998.  For 1997
liabilities increased $681.1 million, or 44.3%, and totaled $2.2 billion at
December 31, 1997. Future policy benefits for annuity and interest sensitive
life products increased $200.4 million, or 39.7%, to $705.7 million during the
first nine months of 1998 and $220.0 million, or 77.1%, to $505.3 million at
December 31, 1997, reflecting premium growth in the Company's fixed account
option of its variable products.  Premium growth net of redemptions, and market
depreciation accounted for the $983.2 million, or 59.7%, increase in separate
account liabilities to $2.6 billion at September 30, 1998. At December 31, 1997,
separate account liabilities increased $438.9 million, or 36.4%, to $1.6 billion
from December 31, 1996. As of the merger and acquisition dates, the Company's
existing unearned revenue reserves were eliminated.  This treatment corresponds
with the treatment of PVIF.

Golden American maintains a reciprocal loan agreement with ING AIH, a Delaware
corporation and an affiliate of EIC, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements.  Under this agreement, which
became effective January 1, 1998, and expires on December 31, 2007, Golden
American and ING AIH can borrow up to $65 million from one another.  Prior to
lending funds to ING AIH, Golden American must obtain approval from the State
of Delaware Department of Insurance.  At September 30, 1998, $40.0 million was
payable to ING AIH under this agreement.

Golden American maintained a line of credit agreement with Equitable of
Iowa to facilitate the handling of unusual and/or unanticipated short-term cash
requirements.  Under the agreement, which became effective December 1, 1996 and
expired on December 31, 1997, Golden American could borrow up to $25 million.
At December 31, 1997, $24.1 million was outstanding under this agreement.  The
outstanding balance was repaid by a capital contribution.

                                   46
<PAGE>
<PAGE>

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note
to Equitable of Iowa which matures on December 17, 2026. As a result of the
merger, the surplus note is now payable to EIC.

To enhance short-term liquidity, the Company has established a revolving note
payable effective July 27, 1998, and expiring July 31, 1999, with SunTrust
Bank, Atlanta (the "Bank").  The note was approved by Golden American's and
First Golden's boards of directors on August 5, 1998 and September 29, 1998,
respectively.  The total amount the Company may have outstanding is $85 million,
of which Golden American and First Golden have individual credit sublimits of
$75 million and $10 million, respectively.  The terms of the agreement require
the Company to maintain the minimum level of Company Action Level Risk Based
Capital as established by applicable law or regulation.  At September 30, 1998,
$20.1 million was payable to the Bank under this note by Golden American.

Other liabilities increased $29.1 million from $17.3 million at December 31,
1997, due primarily to a payable on investments at September 30, 1998.

Equity.  Additional paid-in capital increased $87.6 million, or 63.8%, from
December 31, 1996 to $225.0 million at December 31, 1997 primarily due to the
revaluation of net assets as a result of the merger.

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

LIQUIDITY AND CAPITAL RESOURCES

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

The Company's home office operations are currently housed in leased locations
in Wilmington, Delaware, various locations in Pennsylvania, and New York,
New York.  The office space in Pennsylvania is being  leased on a short term
basis for use in the  transition to a new office building.  The Company has
entered into agreements with a developer to develop and lease a 65,000 square
foot office building to house the Company's operations, except for New York.
The Company expects to spend approximately $2.9 million on capital needs during
the remainder of 1998.

The Company intends to continue expanding its operations.  Future growth in the
Company's operations will require additional capital. The Company believes it
will be able to fund the capital required for projected new business primarily
with future capital contributions from its Parent. It is ING's policy to ensure
adequate capital and surplus is provided for the Company and, if necessary,
additional funds will be contributed in 1998.  During the first nine months of
1998, Golden American received capital contributions from EIC of $72.5 million.
On November 12, 1998, Golden American received an additional $50 million capital
contribution from EIC.

The ability of Golden American to pay dividends to its Parent is restricted
because prior approval of insurance regulatory authorities is required for
payment of dividends to the stockholder which exceed an annual limitation.
During the remainder of 1998, Golden American cannot pay dividends to its Parent
without prior approval of statutory authorities. The Company has maintained
adequate statutory capital and surplus and has not used surplus relief or
financial reinsurance.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intention to declare a dividend and amount of the dividend has been filed
not less than thirty days in advance of the proposed declaration.  The
superintendent may disapprove the distribution by giving written notice to
First Golden within thirty days after the filing should the superintendent find
that the financial condition of First Golden does not warrant the distribution.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to identify inadequately
capitalized insurance companies based upon the type and mixture of risks
inherent in the Company's

                                   47
<PAGE>
<PAGE>

operations.  The formula includes components for asset risk, liability risk,
interest rate exposure and other factors. At December 31, 1997, the Company had
complied with the NAIC's risk-based capital reporting requirements.  Amounts
reported indicate that the Company has total adjusted capital well above all
required capital levels.

Reinsurance:  At September 30, 1998, Golden American had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements.

Year 2000 Project: Based on a 1997 study of its computer software and
hardware, the Company has determined its exposure to the Year 2000 change of
the century date issue.  Some of the Company's computer programs were originally
written using two digits rather than four to define a particular year.  As a
result, these computer programs contain "time sensitive" software that may
recognize "00" as the year 1900 rather than the year 2000, which could cause
system failure or miscalculations resulting in disruptions to operations.
These disruptions could include, but are not limited to, a temporary inability
to record transactions.

The Company has identified one system and some desktop software that will have
date problems.  All systems will be upgraded in the fourth quarter of 1998. To a
lesser extent, the Company depends on various non-information technology
systems, such as telephone switches, which could also fail or misfunction as a
result of the Year 2000.

The Company has developed a plan to address the Year 2000 issue in a timely
manner. The following schedule details the plan's phases, progress towards
completion and actual or estimated completion dates:


                                        % COMPLETE AS OF      ACTUAL/ESTIMATED
              PHASES                    SEPTEMBER 30, 1998    COMPLETION DATES
_______________________________________ __________________    ________________

ASSESSMENT AND DEVELOPMENT of the steps
 to be taken to address Year 2000
 systems issues                               100%                12/31/97
IMPLEMENTATION of steps to address Year
 2000 systems issues                         76-99%               12/31/98
IMPLEMENTATION of steps to address
 Year 2000 desktop software issues           76-99%               12/31/98
TESTING of systems                           26-50%               12/31/98
POINT-TO-POINT TESTING of external
 interfaces with third party computer
 systems that communicate with Company
 systems                                      1-25%               12/31/98
IMPLEMENTATION of tested software
 addressing Year 2000 systems issues         51-75%               12/31/98
CONTINGENCY PLAN                              1-25%               03/31/99


In addition, the Company's operations could be adversely affected if
significant customers, suppliers and other third parties would be unable to
transact business in the Year 2000 and thereafter.  To mitigate the effect of
outside influences and other dependencies relative to the Year 2000, the
Company has identified and contacted these third parties who have assured the
Company that necessary steps are being taken to prepare for the Year 2000.

Management believes the Company's systems are or will be substantially
compliant by Year 2000.  Golden American has charged to expense approximately
$140,000 in the first nine months of 1998 related to the Year 2000 project.
The Company anticipates charging to expense an additional $180,000 to
$195,000 in 1998 which

                                   48
<PAGE>
<PAGE>

includes upgrade and internal resources costs. Management expects some internal
resources will be utilized in early 1999 to finalize the contingency plan.

Despite the Company's efforts to modify or replace "time sensitive" computer
and information systems, the Company could experience a disruption to its
operations as a result of the Year 2000.  The Company is currently developing
a contingency plan to address any systems that may malfunction despite the
testing being performed.  The contingency plan, which is expected to be
completed by March 31, 1999, will provide for the availability of staff,
prioritize tasks and outline procedures to fix any malfunctioning systems.

The costs and completion date of the Year 2000 project are based on
management's best estimates.  These estimates were derived using numerous
assumptions of future events, including the continued availability of
resources, third party Year 2000 compliance and other factors.  There is no
guarantee these estimates will be achieved and actual results could
materially differ from those anticipated.  Specific factors that might cause
such material differences include, but are not limited to, the availability
and cost of trained personnel, the ability to locate and correct all relevant
computer codes and other uncertainties.


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


Reciprocal Loan Agreement:  Golden American maintains a reciprocal loan
agreement with ING AIH to facilitate the handling of unusual and/or
unanticipated short-term cash requirements.  Under this agreement, which became
effective January 1, 1998, and expires on December 31, 2007, Golden American and
ING AIH can borrow up to $65 million from one another. Prior to lending funds to
ING AIH, Golden American must obtain approval from the State of Delaware
Department of Insurance. At September 30, 1998, $40.0 million was payable to ING
AIH under this agreement.

Revolving Note Payable:  To enhance short-term liquidity, the Company has
established a revolving note payable effective July 27, 1998, and expiring
July 31, 1999, with SunTrust Bank, Atlanta (the "Bank").  The note was approved
by Golden American's and First Golden's boards of directors on August 5, 1998
and September 29, 1998, respectively.  The total amount the Company may have
outstanding is $85 million, of which Golden American and First Golden have
individual credit sublimits of $75 million and $10 million, respectively.  The
note accrues interest at an annual rate equal to: (1) the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a rate
quoted by the Bank to the Company for the advance.  The terms of the agreement
require the Company to maintain the minimum level of Company Action Level Based
Capital as established by applicable state law or regulation.  At September 30,
1998, $20.1 million was payable to the Bank under this note by Golden American.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

                                   49
<PAGE>
<PAGE>

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

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

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


(6)  To the extent third parties are unable to transact business in the
     Year 2000 and thereafter, the Company's operations could be adversely
     affected.


OTHER INFORMATION


SEGMENT INFORMATION.  During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of annuity and life insurance
products. Golden American and its affiliate DSI are party to in excess of
140 sales agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-Financial Securities
Corporation, are affiliates of Golden American. Four broker-dealers, including
Locust Street Securities, Inc., are currently responsible for more than
two-thirds of Golden American's product sales revenues.

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


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

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

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

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities. Golden American charges DSI for such expenses and all other
general

                                   50
<PAGE>
<PAGE>

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.  In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden
American for managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $2.8 million, $2.3 million and $1.0
million for the years of 1997, 1996 and 1995, respectively.

DISTRIBUTION AGREEMENT.   Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933 and
the Investment Company Act of 1940, as amended) of the variable insurance
products issued by Golden American.  For the years 1997, 1996 and 1995,
commissions paid by Golden American to DSI aggregated $36.4 million, $27.1
million and $8.4 million, respectively.

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

Certain officers of Golden American are also officers of DSI, and their salaries
are allocated among both companies. Certain officers of Golden American are also
officers of other Equitable of Iowa subsidiaries. See "Directors and Executive
Officers."

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

STATE REGULATION.  Golden American is subject to the laws of the State
of Delaware governing insurance companies and to the regulations of the
Delaware Insurance Department (the "Insurance Department").  A detailed
financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Golden American's
operations for the preceding year and its financial condition as of the
end of that year.  Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that the
Insurance Department may certify that these items are correct.  Golden
American's books and accounts are subject to review by the Insurance
Department at all times.  A full examination of Golden American's operations
is conducted periodically by the Insurance Department and under the auspices
of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to various matters, including
licensing to transact business, overseeing trade practices, licensing
agents, approving contract forms, establishing reserve requirements,
fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the
form and content of required financial statements and regulating the
type and amounts of investments permitted.  Golden American is required
to file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the solvency
of insurance companies in general.  These initiatives include the
development and implementation of a risk-based capital formula for
determining adequate levels of capital and surplus.  Insurance
companies are required to calculate their risk-based capital in
accordance with this formula and to include the results in their Annual
Statement.  It is anticipated that these standards will have no
significant effect upon Golden American.  For additional information
about the Risk-Based Capital adequacy monitoring system and Golden
American, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

In addition, many states regulate affiliated groups of insurers, such
as Golden American, and its affiliates, under insurance holding company
legislation.  Under such laws, inter-company transfers of assets and dividend

                                   51
<PAGE>
<PAGE>

payments from insurance subsidiaries may be subject to prior
notice or approval, depending on the size of the transfers and payments
in relation to the financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for contract
owner losses incurred by other insurance companies which have become
insolvent.  Most of these laws provide that an assessment may be
excused or deferred if it would threaten an insurer's own financial
strength.  For information regarding Golden American's estimated
liability for future guaranty fund assessments, see Note 10 of Notes to
Financial Statements.

Although the federal government generally does not directly regulate
the business of insurance, federal initiatives often have an impact on
the business in a variety of ways.  Certain insurance products of
Golden American are subject to various federal securities laws and
regulations.  In addition, current and proposed federal measures which
may significantly affect the insurance business include regulation of
insurance company solvency, employee benefit regulation, removal of
barriers preventing banks from engaging in the insurance business, tax
law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

DIRECTORS AND EXECUTIVE OFFICERS


Name (Age)                    Position(s) with the Company
- -------------------------     -------------------------------------------
Barnett Chernow (49)          President and Director
Myles R. Tashman (56)         Director, Executive Vice President, General
                                   Counsel and Secretary
Frederick S. Hubbell (47)     Director and Chairman
Paul E. Larson (45)           Director
   
    
James R. McInnis (50)         Executive Vice President
Stephen J. Preston (41)       Executive Vice President and Chief Actuary
E. Robert Koster (40)         Senior Vice President and Chief Financial Officer
Patricia M. Corbett (33)      Treasurer
David L. Jacobson (49)        Senior Vice President and Assistant Secretary
William B. Lowe (34)          Senior Vice President
Edward M. Syring, Jr. (60)    Senior Vice President
Ronald R. Blasdell (45)       Senior Vice President
Steven G. Mandel (39)         Senior Vice President
   
Beth B. Neppl (41)            Director
    
Each director is elected to serve for one year or until the next annual
meeting of shareholders or until his or her successor is elected. Some
directors are directors of insurance company subsidiaries of Golden
American's parent, Equitable of Iowa.  The principal positions of
Golden American's directors and senior executive officers for the past
five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
Life Insurance Company ("Golden American") and President of First
Golden American Life Insurance Company of New York ("First Golden") in
April, 1998.  From 1993 to 1998, Mr. Chernow served as Executive Vice
President of Golden American.  He was elected to serve as Executive
Vice President and Director of First Golden in September, 1996.  From 1977
through 1993, he held various positions with Reliance Insurance
Companies and was Senior Vice President and Chief Financial Officer of
United Pacific Life Insurance Company from 1984 through 1993.

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

Mr. Frederick S. Hubbell is a Director of Golden American since August,
1996 and Chairman since September, 1996.  He also serves as a Director
and Chairman of First Golden, having been first appointed as a Director
in December, 1997 and as Chairman in April, 1998.  He was appointed
General Manager of ING Financial Services

                                   52
<PAGE>
<PAGE>

International, North America, in October, 1997 and General Manager,
President and Chief Executive Officer of ING US life and annuities
companies in April 1998.  Mr. Hubbell served as Chairman, President and
Chief Executive Officer of Equitable of Iowa from 1991 until October, 1997.
He also has served as Chairman and President of Equitable Life Insurance
Company of Iowa from 1987 until October, 1997.

Mr. Paul E. Larson joined Equitable of Iowa in 1977 and is currently
President of Equitable Life. He was elected to serve as a director of
Golden American in August, 1996. He also served as Executive Vice
President, CFO, and Assistant Secretary of Golden American from
December, 1996 through December, 1997.
   
    
Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November, 1997, he was with
the Endeavor Group and was President upon leaving.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September, 1998.  From August,
1984 to September, 1998 he has held various positions with ING
companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in
December, 1998. She joined Equitable Life in 1987 and is currently
Treasurer and Assistant Vice President of Equitable Life and
USG Annuity & Life Company.

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

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

Mr. William B. Lowe joined Equitable Life as Vice President, Sales &
Marketing in January, 1994. He became a Senior Vice President, Sales &
Marketing, of Golden American in August, 1997. He was also President of
Equitable of Iowa Securities Network, Inc. until October, 1998.  Prior
to joining Equitable Life, he was an Associate Vice President of
Lincoln Benefit Life from July, 1990 through December, 1993.

Mr. Edward Syring, Jr. joined Golden American in February, 1998 as a
Senior Vice President, Sales & Marketing.  Prior to joining Golden
American, he was with Putnam Mutual Funds from April, 1991 through
February, 1995.

Mr. Steven G. Mandel joined Golden American in October, 1988 and was
elected Senior Vice President in June, 1998.  Prior to joining
Golden American, he was with Monarch Resources Inc. from June, 1982 to
October, 1988.

Mr. Ronald R. Blasdell joined Golden American in February, 1994 and was
elected Senior Vice President in June, 1998.  Prior to joining
Golden American, he was with United Pacific Life Insurance Company, from
November, 1988 to November, 1993.  From July, 1975 through November,
1988, he was with Colonial Penn Group, Inc.
   
Ms. Beth B. Neppl joined Equitable Life as Vice President, Human Resources
in December, 1987.  Ms. Neppl was elected to serve as a direcotr of Golden
American in August, 1996.  Prior to joining Equitable Life she was a Human
Resources Officer with Northwest Bank Iowa from May, 1985 to December, 1987.
    

                                   53
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COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary and
bonus for the five other most highly compensated executive officers for the
fiscal year ended December 31, 1997. Certain executive officers of
Golden American are also officers of DSI. The salaries of such
individuals are allocated between Golden American and DSI pursuant
to an arrangement among these companies. Throughout 1995 and until
August 13, 1996, Terry L. Kendall served as a Managing Director at
Bankers Trust New York Corporation. Compensation amounts for Terry L.
Kendall which are reflected throughout these tables prior to August 14,
1996 were not charged to Golden American, but were instead absorbed by
Bankers Trust New York Corporation.

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the annual
salary and bonus for Golden American's Chief Executive Officer and the
five other most highly compensated executive officers for the fiscal
year ended December 31, 1997.


<TABLE>
<CAPTION>
                                                         LONG-TERM
                             ANNUAL COMPENSATION        COMPENSATION
                             -------------------- ------------------------
                                                   RESTRICTED   SECURITIES
NAME AND                                          STOCK AWARDS  UNDERLYING  ALL OTHER
PRINCIPAL POSITION      YEAR  SALARY  BONUS (/1/) OPTIONS (/2/)  OPTIONS   COMPENSATION
- ------------------      ---- -------- ----------- ------------- ---------- ------------
<S>                     <C>  <C>      <C>         <C>           <C>        <C>
Terry L. Kendall,...... 1997 $362,833  $ 80,365   $  644,844     16,000      $ 10,000(/4/)
 President and Chief    1996 $288,298  $400,000                              $ 11,535(/5/)
 Executive Officer(/3/) 1995 $250,000  $400,000                   8,000      $  6,706(/5/)

Paul R. Schlaack,.....  1997 $351,000  $249,185   $1,274,518     19,000      $ 15,000
  Chairman, Director    1996 $327,875  $249,185   $  245,875     19,000      $ 15,000
  and Vice President    1995 $311,750  $165,890   $   19,594     23,000      $  9,000(/4/)

Paul E. Larson,.......  1997 $327,667  $128,540   $  971,036     16,000      $ 15,000
  Executive Vice        1996 $267,791  $128,540   $  319,935     26,000      $ 15,000
  President, Chief      1995 $242,833  $ 70,760   $   73,396     20,000      $ 12,000(/4/)
  Financial Officer
  and Assistant Secretary

Barnett Chernow,....... 1997 $234,167  $ 31,859   $  277,576      4,000      $  5,000(/4/)
 Executive Vice         1996 $207,526  $150,000                              $  7,755(/5/)
 President              1995 $190,000  $165,000                              $ 15,444(/5/)(/6/)

Edward C. Wilson,...... 1997 $ 80,383  $137,700                   5,000
 Executive Vice         1996 $190,582  $327,473
 President

Myles R. Tashman,...... 1997 $181,417  $ 25,000   $   165,512     5,000      $  5,000(/4/)
 Executive Vice         1996 $176,138  $ 90,000                              $  5,127(/5/)
 President, General     1995 $160,000  $ 25,000
 Counsel and Secretary

</TABLE>
________________

(1)  The amount shown relates to bonuses paid in 1997, 1996 and 1995.
     $50,000 of Mr. Wilson's bonus paid in 1996 represents a signing bonus.

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.

(3)  Awards comprised of qualified and non-qualified stock options. All
     options were granted with an exercise price equal to the then fair
     market value of the underlying stock.  All options vested with the
     change in control of Equitable of Iowa and were cashed out for the
     difference between $68.00 and the exercise price.

(4)  For 1997, this compensation includes payment to each named executive
     as perquisite payments which are classified as taxable income and are
     required to be applied to specific business expenses of the named
     executive.

                                   54
<PAGE>
<PAGE>

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

(6)  Amount shown for 1995 represents relocation expenses paid on behalf
     of the employee.

OPTION GRANTS IN LAST FISCAL YEAR (1997)
On October 24, 1997, in conjunction with the acquisition of Equitable of
Iowa, all outstanding options vested and were cashed out for the
difference between $68.00 and the exercise price.  The table below
represents the options granted in 1997.

<TABLE>
<CAPTION>
                                                                              POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES                             TERM (/4/)
                            OPTIONS    IN FISCAL   EXERCISE   EXPIRATION -------------------
NAME                     GRANTED (/1/)    YEAR    PRICE (/2/) DATE (/3/)    5%       10%
- ----                     ------------- ---------- ----------- ---------- -------- ----------
<S>                         <C>            <C>      <C>       <C>        <C>      <C>
Terry L. Kendall........    16,000         5.26     $47.875   2/12/2007  $481,733 $1,220,807
Pual R. Schlaack........     8,000         6.25     $47.875   2/12/2007  $572,058 $1,449,708
Paul E. Larsen..........     8,000         6.25     $47.875   2/12/2007  $782,817 $1,983,811
Barnett Chernow.........     4,000         1.32     $47.875   2/12/2007  $120,433 $  305,202
Edward C. Wilson........     5,000         1.64     $47.875   2/12/2007  $150,542 $  381,502
Myles Tashman...........     5,000         1.64     $47.875   2/12/2007  $150,542 $  381,502

</TABLE>
________________


(1)  Stock options granted on  February 12, 1997 by  Equitable of Iowa
     to the officers of  Golden American had a five-year vesting period
     with 20% exercisable after 3rd year, an additional 30% after 4th year,
     and the final 50% after 5th year. The options vested with the change
     of control of Equitable of Iowa.

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

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

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


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

                                   55

<PAGE>
<PAGE>

UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
For the Nine Months Ended September 30, 1998 and 1997






                                   56
<PAGE>
<PAGE>

Golden American Life Insurance Company
Condensed Consolidated Statements of Income (Unaudited):


                                           POST-MERGER      POST-ACQUISITION
                                        _____________________________________
                                           For the Nine   |   For the Nine
                                           Months ended   |   Months ended
                                        September 30, 1998|September 30, 1997
                                        __________________|__________________
                                                (Dollars in thousands)
                                                          |
Revenues:                                                 |
 Annuity and interest sensitive life                      |
  product charges                                 $26,984 |          $15,937
 Management fee revenue                             3,257 |            2,014
 Net investment income                             29,296 |           18,955
 Realized gains on investments                        436 |               58
 Other income                                       4,805 |              427
                                        __________________|__________________
                                                   64,778 |           37,391
                                                          |
Insurance benefits and expenses:                          |
 Annuity and interest sensitive life                      |
  benefits:                                               |
  Interest credited to account balances            64,110 |           16,840
  Benefit claims incurred in excess of                    |
   account balances                                   862 |              118
 Underwriting, acquisition and                            |
  insurance expenses:                                     |
  Commissions                                      84,958 |           23,113
  General expenses                                 23,480 |           11,762
  Insurance taxes                                   2,680 |            1,693
  Policy acquisition costs deferred              (133,616)|          (25,464)
  Amortization:                                           |
   Deferred policy acquisition costs                4,014 |            1,433
   Present value of in force acquired               3,252 |            4,465
   Goodwill                                         2,834 |            1,261
                                        __________________|__________________
                                                   52,574 |           35,221
Interest expense                                    3,033 |            1,827
                                        __________________|__________________
                                                   55,607 |           37,048
                                        __________________|__________________
                                                    9,171 |              343
                                                          |
Income taxes                                        4,294 |                1
                                        __________________|__________________
Net income                                         $4,877 |             $342
                                        =====================================





                         See accompanying notes.

                                   57
<PAGE>
<PAGE>

Condensed Consolidated Balance Sheets (Unaudited):



                                                       POST-MERGER
                                          _____________________________________
                                          September 30, 1998|December 31, 1997
                                          __________________|__________________
                                                  (Dollars in thousands,
                                                  except per share data)
                                                            |
ASSETS                                                      |
Investments:                                                |
 Fixed maturities, available for sale,                      |
  at fair value (cost: 1998 - $610,316;                     |
  1997 - $413,288)                                 $618,650 |         $414,401
 Equity securities, at fair value                           |
  (cost: 1998 - $14,437; 1997 - $4,437)              10,092 |            3,904
 Mortgage loans                                      98,045 |           85,093
 Policy loans                                        10,217 |            8,832
 Short-term investments                              11,886 |           14,460
                                          __________________|__________________
Total investments                                   748,890 |          526,690
                                                            |
Cash and cash equivalents                            18,951 |           21,039
Due from affiliates                                   1,114 |              827
Accrued investment income                             9,395 |            6,423
Deferred policy acquisition costs                   140,845 |           12,752
Present value of in force acquired                   36,502 |           43,174
Current income taxes recoverable                        502 |              272
Deferred income tax asset                            31,633 |           36,230
Property and equipment, less allowances for                 |
 depreciation of $583 in 1998 and $97                       |
 in 1997                                              4,550 |            1,567
Goodwill, less accumulated amortization of                  |
 $3,463 in 1998 and $630 in 1997                    147,664 |          150,497
Other assets                                          7,153 |              755
Separate account assets                           2,629,343 |        1,646,169
                                          __________________|__________________
Total assets                                     $3,776,542 |       $2,446,395
                                          ==================|==================
                                                            |
LIABILITIES AND STOCKHOLDER'S EQUITY                        |
Policy liabilities and accruals:                            |
 Future policy benefits:                                    |
  Annuity and interest sensitive life                       |
   products                                        $705,673 |         $505,304
  Unearned revenue reserve                            2,968 |            1,189
 Other policy claims and benefits                        89 |               10
                                          __________________|__________________
                                                    708,730 |          506,503
Reciprocal loan with affiliate                       40,000 |               --
Line of credit with affiliate                            -- |           24,059
Surplus note                                         25,000 |           25,000
Revolving note payable                               20,082 |               --
Due to affiliates                                     1,552 |               80
Other liabilities                                    46,400 |           17,271
Separate account liabilities                      2,629,343 |        1,646,169
                                          __________________|__________________
                                                  3,471,107 |        2,219,082
                                                            |
Commitments and contingencies                               |
                                                            |
Stockholder's equity:                                       |
 Common stock, par value $10 per share,                     |
  authorized, issued and outstanding                        |
  250,000 shares                                      2,500 |            2,500
 Additional paid-in capital                         297,640 |          224,997
 Accumulated comprehensive income                       842 |              241
 Retained earnings (deficit)                          4,453 |             (425)
                                          __________________|__________________
Total stockholder's equity                          305,435 |          227,313
                                          __________________|__________________
Total liabilities and stockholder's                         |
 equity                                          $3,776,542 |       $2,446,395
                                          =====================================

                         See accompanying notes.

                                   58
<PAGE>
<PAGE>

Condensed Consolidated Statements of Cash Flows (Unaudited):


                                            POST-MERGER      POST-ACQUISITION
                                         _____________________________________
                                            For the Nine   |   For the Nine
                                            Months ended   |   Months ended
                                         September 30, 1998|September 30, 1997
                                         __________________|__________________
                                                 (Dollars in thousands)
                                                           |
NET CASH USED IN OPERATING ACTIVITIES             ($22,666)|          ($1,659)
                                                           |
INVESTING ACTIVITIES                                       |
Sale, maturity or repayment of                             |
 investments:                                              |
 Fixed maturities - available for sale              92,707 |           35,590
 Mortgage loans on real estate                       3,145 |            5,017
 Short-term investments - net                        2,575 |           11,153
                                         __________________|__________________
                                                    98,427 |           51,760
                                                           |
Acquisition of investments:                                |
 Fixed maturities - available for sale            (291,687)|         (146,376)
 Equity securities                                 (10,000)|           (4,864)
 Mortgage loans on real estate                     (16,390)|          (38,058)
 Policy loans - net                                 (1,385)|           (3,682)
                                         __________________|__________________
                                                  (319,462)|         (192,980)
Purchase of property and equipment                  (3,470)|             (659)
                                         __________________|__________________
Net cash used in investing activities             (224,505)|         (141,879)
                                                           |
FINANCING ACTIVITIES                                       |
Proceeds from reciprocal loan agreement                    |
 borrowings                                        242,847 |               --
Repayment of reciprocal loan agreement                     |
 borrowings                                       (202,847)|               --
Proceeds from revolving note payable                20,082 |               --
Proceeds from line of credit borrowings                 -- |           86,522
Repayment of line of credit borrowings             (24,059)|          (69,562)
Receipts from annuity and interest                         |
 sensitive life policies credited to                       |
 policyholder account balances                     350,385 |          232,635
Return of policyholder account balances                    |
 on annuity and interest sensitive life                    |
 policies                                          (50,370)|          (12,674)
Net reallocations to Separate Accounts            (163,455)|          (81,561)
Contribution from parent                            72,500 |            1,011
                                         __________________|__________________
Net cash provided by financing activities          245,083 |          156,371
                                         __________________|__________________
                                                           |
Increase (decrease) in cash and cash                       |
 equivalents                                       ($2,088)|          $12,833
                                                           |
Cash and cash equivalents at beginning                     |
 of period                                          21,039 |            5,839
                                         __________________|__________________
Cash and cash equivalents at end of period         $18,951 |          $18,672
                                         ==================|==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                       |
 INFORMATION                                               |
                                                           |
Cash paid during the period for:                           |
 Interest                                           $3,493 |               --
 Income taxes                                           80 |             $283
                                                           |
Non-cash financing activities:                             |
 Non-cash adjustment to paid in capital                    |
  for adjusted merger costs                            143 |               --
 Contribution of property, plant and                       |
  equipment from EIC Variable, Inc. net                    |
  of $353 of accumulated depreciation                   -- |              110
                                                           |

                         See accompanying notes.

                                   59
<PAGE>
<PAGE>

NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X.  This form is being filed with the reduced disclosure
format specified in General Instruction H (1)(a) and (b) of Form 10-Q.
Accordingly, the financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.  All
adjustments were of a normal recurring nature, unless otherwise noted in
Management's Discussion and Analysis and the Notes to Financial Statements.
Operating results for the nine months ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1998.  For further information, refer to the financial
statements and footnotes thereto included in the Golden American Life
Insurance Company Annual Report on Form 10-K for the year ended December 31,
1997.

CONSOLIDATION
The condensed consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned subsidiary, First
Golden American Life Insurance Company of New York ("First Golden," and
collectively with Golden American, the "Company").  All significant
intercompany accounts and transactions have been eliminated.

ORGANIZATION
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") pursuant to the terms of an Agreement and Plan of Merger dated
as of July 7, 1997, among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI
is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands.  As a result of the merger, Equitable was
merged into PFHI which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.

On August 13, 1996, Equitable acquired all of the outstanding capital stock
of EIC Variable, Inc. (formerly known as BT Variable, Inc.) and its wholly
owned subsidiaries, Golden American and Directed Services, Inc. ("DSI"), from
Whitewood Properties Corporation.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997, and the change in control of Golden
American through the acquisition of BT Variable, Inc. was accounted for as a
purchase effective August 14, 1996.  The merger and acquisition resulted in
new bases of accounting reflecting estimated fair values of assets and
liabilities at their respective dates.  As a result, the Company's financial
statements for the period subsequent to October 24, 1997, are presented on
the Post-Merger new basis of accounting, for the period August 14, 1996
through October 24, 1997, are presented on the Post-Acquisition basis of
accounting, and for August 13, 1996 and prior periods are presented on the
Pre-Acquisition basis of accounting.

FAIR VALUES
Estimated fair values of investment grade public bonds are estimated using a
third party pricing system.  This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected average
lives of the securities.

STATUTORY
Net income (loss) for Golden American as determined in accordance with
statutory accounting practices was $(32,198,000) and $510,000 for the nine
months ended September 30, 1998 and 1997, respectively.  Total statutory
capital and surplus was $112,356,000 at September 30, 1998 and $76,914,000 at
December 31, 1997.

                                   60
<PAGE>
<PAGE>

RECLASSIFICATION
Certain amounts in the September 30, 1997 and December 31, 1997 financial
statements have been reclassified to conform to the September 30, 1998
financial statement presentation.

NOTE 2 -- COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."  SFAS
No. 130 establishes new rules for the reporting and display of comprehensive
income and its components; however, the adoption of this statement had no
impact on the Company's net income or stockholder's equity.  SFAS No. 130
requires unrealized gains or losses on the Company's available for sale
securities (net of deferred income taxes, deferred policy acquisition costs
and present value of in force acquired), which prior to adoption were
reported separately in stockholder's equity, to be included in other
comprehensive income.  Prior year financial statements have been reclassified
to conform to the requirements of SFAS No. 130.

During the third quarter and first nine months of 1998, total comprehensive
income for the Company amounted to $2,426,000 and $5,478,000, respectively
($2,385,000 and $2,016,000, respectively, for the same periods of 1997).
Included in these amounts are total comprehensive income for First Golden of
$601,000 and $1,174,000 for the third quarter and first nine months of 1998,
respectively ($551,000 and $879,000, respectively, for the same periods of
1997).

NOTE 3 -- RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by the Company.  DSI is authorized to enter into
agreements with broker/dealers to distribute the Company's variable insurance
products and appoint the broker/dealers as agents.  As of September 30, 1998,
the Company's variable insurance products are sold primarily through four
broker/dealer institutions.  The Company paid commissions and expenses to DSI
totaling $32,104,000 in the third quarter and $82,548,000 for the first nine
months of 1998 ($8,849,000 and $23,113,000, respectively, for the same
periods of 1997).

Golden American provides certain managerial and supervisory services to DSI.
The fee paid by DSI for these services was calculated as a percentage of
average assets in the variable separate accounts.  For the quarter and nine
months ended September 30, 1998, the fee was $1,234,000 and $3,257,000
($736,000 and $2,014,000, respectively, for the same periods of 1997).

Golden American provides certain advisory, computer and other resources and
services to Equitable Life Insurance Company of Iowa ("Equitable Life").
Revenues for these services, which reduce general expenses incurred by Golden
American, totaled $1,524,000 in the third quarter and $5,091,000 for the
first nine months of 1998 ($954,000 and $2,694,000, respectively, for the
same periods of 1997).

The Company has a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services.  The Company
incurred expenses of $261,000 in the third quarter and $575,000 for the first
nine months of 1998 under this agreement.

First Golden provides resources and services to DSI.  Revenues for these
services, which reduce general expenses incurred by the Company, totaled
$19,000 in the third quarter and $57,000 for the first nine months of 1998.

                                   61
<PAGE>
<PAGE>

Golden American maintains a reciprocal loan agreement with ING America
Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation and affiliate of
EIC, to facilitate the handling of unusual and/or unanticipated short-term
cash requirements.  Under this agreement which became effective January 1,
1998, and expires December 31, 2007, Golden American and ING AIH can borrow
up to $65,000,000 from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval of the State of Delaware Department
of Insurance.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest
on any ING AIH borrowings is charged at a rate based on the prevailing
interest rate of U.S. commercial paper available for purchase with a similar
duration.  Under this agreement, Golden American incurred interest expense of
$505,000 in the third quarter and $1,269,000 for the first nine months of
1998.  At September 30, 1998, $40,000,000 was payable to ING AIH under this
agreement.

Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING-IM"), an affiliated company, in which ING-
IM provides asset management services.  Under the agreement, the Company
records a fee based on the value of the assets under management.  The fee is
payable quarterly.  For the third quarter and first nine months of 1998, the
Company incurred fees of $341,000 and $1,013,000, respectively, under this
agreement.

Golden American maintained a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements.  Under this agreement which became effective December 1, 1996,
and expired December 31, 1997, Golden American could borrow up to
$25,000,000.  Interest on any borrowings was charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of $211,000
for the first nine months of 1998 ($165,000 and $279,000 in the third quarter
and first nine months of 1997, respectively).  The outstanding balance was
paid by a capital contribution.

For the nine months ended September 30, 1998, the Company had premiums, net
of reinsurance, for variable products from four affiliates, Locust Street
Securities, Inc., Vestax Securities Corporation, DSI and Multi-Financial
Securities Corporation of $92,900,000, $30,100,000, $10,700,000 and
$10,100,000, respectively.

NOTE 4 -- COMMITMENTS AND CONTINGENCIES

REINSURANCE:  At September 30, 1998, Golden American had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.  At September 30, 1998, the
Company has a net receivable of $6,539,000 for reserve credits, reinsurance
claims or other receivables from these reinsurers comprised of $257,000 for
claims recoverable from reinsurers, $451,000 for a payable for reinsurance
premiums, and $6,733,000 for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements are net considerations to
reinsurers of $1,293,000 in the third quarter and $3,259,000 for the first
nine months of 1998 compared to $467,000 and $1,318,000, respectively, for
the same periods in 1997.  Also included in the accompanying financial
statements are net policy benefits of $1,272,000 and $2,096,000 in the third
quarter and first nine months of 1998, respectively ($142,000 and $571,000,
respectively, for the same periods of 1997).

Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial
statements are presented net of the effects of the treaty.

INVESTMENT COMMITMENTS:  At September 30, 1998, outstanding commitments to
fund mortgage loans on real estate totaled $25,290,000.

                                   62
<PAGE>
<PAGE>

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Company by life and
health guaranty associations in most states in which the Company is licensed
to cover losses of policyholders of insolvent or rehabilitated insurers.  In
some states, these assessments can be partially recovered through a reduction
in future premium taxes.  The Company cannot predict whether and to what
extent legislative initiatives may affect the right to offset.  The
associated cost for a particular insurance company can vary significantly
based upon its fixed account premium volume by line of business and state
premiums as well as its potential for premium tax offset.  The Company has
established an undiscounted reserve to cover such assessments and regularly
reviews information regarding known failures and revises its estimates of
future guaranty fund assessments.  Accordingly, the Company accrued and
charged to expense an additional $208,000 in the third quarter and $598,000
for the first nine months of 1998.  At September 30, 1998, the Company has an
undiscounted reserve of $1,910,000 to cover estimated future assessments (net
of related anticipated premium tax credits) and has established an asset
totaling $261,000 for assessments paid which may be recoverable through
future premium tax offsets.  The Company believes this reserve is sufficient
to cover expected future guaranty fund assessments based upon previous
premium levels and known insolvencies at this time.

LITIGATION:  The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits.  In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made.  The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.

VULNERABILITY FROM CONCENTRATIONS:  The Company's asset growth, net
investment income and cash flow are primarily generated from the sale of
variable products and associated future policy benefits and separate account
liabilities.  Substantial changes in tax laws that would make these products
less attractive to consumers and extreme fluctuations in interest rates or
stock market returns which may result in higher lapse experience than assumed
could have a severe impact on the Company's financial condition.  A
significant portion of the Company's sales is generated by four
broker/dealers.

The Company has various concentrations in its investment portfolio.  The
composition of the Company's fixed maturity securities has changed
significantly from December 31, 1997.  The following percentages relate to
holdings at September 30, 1998, and December 31, 1997.  Fixed maturity
investments included investments in basic industrials (25% in 1998, 30% in
1997), conventional mortgage-backed securities (24% in 1998, 13% in 1997),
financial companies (20% in 1998, 24% in 1997), asset-backed securities (11%
in 1998, 0% in 1997), various government bonds or agency mortgage-backed
securities (7% in 1998, 17% in 1997) and public utilities (6% in 1998, 7% in
1997).

REVOLVING NOTE PAYABLE:  To enhance short-term liquidity, the Company has
established a revolving note payable effective July 27, 1998, and expiring
July 31, 1999, with SunTrust Bank, Atlanta (the "Bank").  The note was
approved by Golden American's and First Golden's boards of directors on
August 5, 1998 and September 29, 1998, respectively.  The total amount the
Company may have outstanding is $85,000,000, of which Golden American and
First Golden have individual credit sublimits of $75,000,000 and $10,000,000,
respectively.  The note accrues interest at an annual rate equal to: (1)  the
cost of funds for the Bank for the period applicable for the advance plus
0.25% or (2) a rate quoted by the Bank to the Company for the advance.  The
terms of the agreement require the Company to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state
law or regulation.  During the quarter and nine months ended September 30,
1998, the Company paid interest expense of $6,000.  At September 30, 1998,
$20,082,000 was payable to the Bank under this note by Golden American.

                                   63
<PAGE>
<PAGE>

YEAR 2000 PROJECT: Based on a 1997 study of its computer software and
hardware, the Company has determined its exposure to the Year 2000 change of
the century date issue.  Some of the Company's computer programs were
originally written using two digits rather than four to define a particular
year.  As a result, these computer programs contain "time sensitive"
software that may recognize "00" as the year 1900 rather than the year 2000,
which could cause system failure or miscalculations resulting in disruptions
to operations.  These disruptions could include, but are not limited to, a
temporary inability to record transactions.

The Company has identified one system and some desktop software that will
have date problems.  All systems will be upgraded in the fourth quarter of
1998.  To a lesser extent, the Company depends on various non-information
technology systems, such as telephone switches, which could also fail or
misfunction as a result of the Year 2000.

The Company has developed a plan to address the Year 2000 issue in a timely
manner.  The following schedule details the plan's phases, progress towards
completion and actual or estimated completion dates:

                                        % Complete as of      Actual/Estimated
              Phases                    September 30, 1998    Completion Dates
______________________________________________________________________________

ASSESSMENT AND DEVELOPMENT of the steps
 to be taken to address Year 2000
 systems issues                               100%                12/31/97
IMPLEMENTATION of steps to address Year
 2000 systems issues                         76-99%               12/31/98
IMPLEMENTATION of steps to address
 Year 2000 desktop software issues           76-99%               12/31/98
TESTING of systems                           26-50%               12/31/98
POINT-TO-POINT TESTING of external
 interfaces with third party computer
 systems that communicate with Company
 systems                                      1-25%               12/31/98
IMPLEMENTATION of tested software
 addressing Year 2000 systems issues         51-75%               12/31/98
CONTINGENCY PLAN                              1-25%               03/31/99


In addition, the Company's operations could be adversely affected if
significant customers, suppliers and other third parties would be unable to
transact business in the Year 2000 and thereafter.  To mitigate the effect of
outside influences and other dependencies relative to the Year 2000, the
Company has identified and contacted these third parties who have assured the
Company that necessary steps are being taken to prepare for the Year 2000.

Management believes the Company's systems are or will be substantially
compliant by Year 2000.  Golden American has charged to expense approximately
$140,000 in the first nine months of 1998 related to the Year 2000 project.
The Company anticipates charging to expense an additional $180,000 to
$195,000 in 1998 which includes upgrade and internal resources costs.
Management expects some internal resources will be utilized in early 1999 to
finalize the contingency plan.

Despite the Company's efforts to modify or replace "time sensitive" computer
and information systems, the Company could experience a disruption to its
operations as a result of the Year 2000.  The Company is currently developing
a contingency plan to address any systems that may malfunction despite the
testing being performed.  The contingency plan, which is expected to be
completed by March 31, 1999, will provide for the availability of staff,
prioritize tasks and outline procedures to fix any malfunctioning systems.

                                   64
<PAGE>
<PAGE>

The costs and completion date of the Year 2000 project are based on
management's best estimates.  These estimates were derived using numerous
assumptions of future events, including the continued availability of
resources, third party Year 2000 compliance and other factors.  There is no
guarantee these estimates will be achieved and actual results could
materially differ from those anticipated.  Specific factors that might cause
such material differences include, but are not limited to, the availability
and cost of trained personnel, the ability to locate and correct all relevant
computer codes and other uncertainties.

                                   65
<PAGE>
<PAGE>

______________________________________________________________________________

FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
For the years ended December 31, 1997, 1996 and 1995




REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of Golden
American Life Insurance Company as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in stockholder's equity,
and cash flows for the periods from October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996, and January 1, 1996 through August 13, 1996, and the year
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
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Golden American Life Insurance Company at December 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for the
periods from October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997, August 14, 1996 through December 31, 1996, and
January 1, 1996 through August 13, 1996, and the year ended December 31,
1995, in conformity with generally accepted accounting principles.


                                                  /s/Ernst & Young LLP


Des Moines, Iowa
February 12, 1998


                                   66
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

                        CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                            POST-MERGER      POST-ACQUISITION
                                        ______________________________________
                                         December 31, 1997 | December 31, 1996
                                        ___________________| _________________
<S>                                             <C>        |       <C>
ASSETS                                                     |
                                                           |
Investments:                                               |
 Fixed maturities, available for sale,                     |
  at fair value (cost: 1997 - $413,288;                    |
  1996 - $275,153)                                $414,401 |         $275,563
 Equity securities, at fair value                          |
  (cost: 1997 - $4,437; 1996 - $36)                  3,904 |               33
 Mortgage loans on real estate                      85,093 |           31,459
 Policy loans                                        8,832 |            4,634
 Short-term investments                             14,460 |           12,631
                                        ___________________| _________________
Total investments                                  526,690 |          324,320
                                                           |
Cash and cash equivalents                           21,039 |            5,839
                                                           |
Due from affiliates                                    827 |               --
                                                           |
Accrued investment income                            6,423 |            4,139
                                                           |
Deferred policy acquisition costs                   12,752 |           11,468
                                                           |
Present value of in force acquired                  43,174 |           83,051
                                                           |
Current income taxes recoverable                       272 |               --
                                                           |
Deferred income tax asset                           36,230 |               --
                                                           |
Property and equipment, less allowances                    |
 for depreciation of $97 in 1997 and                       |
 $63 in 1996                                         1,567 |              699
                                                           |
Goodwill, less accumulated amortization                    |
 of $630 in 1997 and $589 in 1996                  150,497 |           38,665
                                                           |
Other assets                                           195 |            2,471
                                                           |
Separate account assets                          1,646,169 |        1,207,247
                                        ___________________| _________________
Total assets                                    $2,445,835 |       $1,677,899
                                        ===================| =================
</TABLE>

<TABLE>
<CAPTION>
                                            POST-MERGER      POST-ACQUISITION
                                        ______________________________________
                                         December 31, 1997 | December 31, 1996
                                        ___________________| _________________
<S>                                             <C>        |       <C>
LIABILITIES AND STOCKHOLDER'S EQUITY                       |
                                                           |
Policy liabilities and accruals:                           |
 Future policy benefits:                                   |
  Annuity and interest sensitive life                      |
   products                                       $505,304 |         $285,287
  Unearned revenue reserve                           1,189 |            2,063
 Other policy claims and benefits                       10 |               --
                                        ___________________| _________________
                                                   506,503 |          287,350
                                                           |
Deferred income tax liability                           -- |              365
Line of credit with affiliate                       24,059 |               --
Surplus note                                        25,000 |           25,000
Due to affiliates                                       80 |            1,504
Other liabilities                                   16,711 |           15,949
Separate account liabilities                     1,646,169 |        1,207,247
                                        ___________________| _________________
                                                 2,218,522 |        1,537,415
                                                           |
Commitments and contingencies                              |
                                                           |
Stockholder's equity:                                      |
 Common stock, par value $10 per share,                    |
  authorized, issued and outstanding                       |
  250,000 shares                                     2,500 |            2,500
 Additional paid-in capital                        224,997 |          137,372
 Unrealized appreciation (depreciation)                    |
  of securities at fair value                          241 |              262
 Retained earnings (deficit)                          (425)|              350
                                        ___________________| _________________
Total stockholder's equity                         227,313 |          140,484
                                        ___________________| _________________
Total liabilities and stockholder's                        |
 equity                                         $2,445,835 |       $1,677,899
                                        ===================| =================
</TABLE>


                         See accompanying notes.

                                   67
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

                       CONSOLIDATED STATEMENTS OF INCOME
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                              POST-MERGER     POST-ACQUISITION
                                           ___________________________________
                                              For the period |  For the period
                                            October 25, 1997 | January 1, 1997
                                                     through |         through
                                           December 31, 1997 |October 24, 1997
                                           __________________|________________
                                                             |
<S>                                                  <C>     |        <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |
  product charges                                     $3,834 |        $18,288
 Management fee revenue                                  508 |          2,262
 Net investment income                                 5,127 |         21,656
 Realized gains (losses) on investments                   15 |            151
 Other income                                            236 |            426
                                           __________________|________________
                                                       9,720 |         42,783
                                                             |
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life benefits:               |
  Interest credited to account balances                7,413 |         19,276
  Benefit claims incurred in excess of                       |
   account balances                                       -- |            125
 Underwriting, acquisition and insurance                     |
  expenses:                                                  |
  Commissions                                          9,437 |         26,818
  General expenses                                     3,350 |         13,907
  Insurance taxes                                        450 |          1,889
  Policy acquisition costs deferred                  (13,678)|        (29,003)
  Amortization:                                              |
   Deferred policy acquisition costs                     892 |          1,674
   Present value of in force acquired                    948 |          5,225
   Goodwill                                              630 |          1,398
                                           __________________|________________
                                                       9,442 |         41,309
                                                             |
Interest expense                                         557 |          2,082
                                           __________________|________________
                                                       9,999 |         43,391
                                           __________________|________________
Income (loss) before income taxes                       (279)|           (608)
                                                             |
Income taxes                                             146 |         (1,337)
                                           __________________|________________
                                                             |
Net income (loss)                                      ($425)|           $729
                                           ==================|================
</TABLE>

<TABLE>
<CAPTION>
                                            POST-ACQUISITION   PRE-ACQUISITION
                                           ____________________________________
                                              For the period |  For the period
                                             August 14, 1996 | January 1, 1996
                                                     through |         through
                                           December 31, 1996 | August 13, 1996
                                           __________________| ________________
                                                             |
<S>                                                  <C>     |         <C>
Revenues:                                                    |
 Annuity and interest sensitive life                         |
  product charges                                     $8,768 |         $12,259
 Management fee revenue                                  877 |           1,390
 Net investment income                                 5,795 |           4,990
 Realized gains (losses) on investments                   42 |            (420)
 Other income                                            486 |              70
                                           __________________| ________________
                                                      15,968 |          18,289
                                                             |
                                                             |
Insurance benefits and expenses:                             |
 Annuity and interest sensitive life benefits:               |
  Interest credited to account balances                5,741 |           4,355
  Benefit claims incurred in excess of                       |
   account balances                                    1,262 |             915
 Underwriting, acquisition and insurance                     |
  expenses:                                                  |
  Commissions                                          9,866 |          16,549
  General expenses                                     5,906 |           9,422
  Insurance taxes                                        672 |           1,225
  Policy acquisition costs deferred                  (11,712)|         (19,300)
  Amortization:                                              |
   Deferred policy acquisition costs                     244 |           2,436
   Present value of in force acquired                  2,745 |             951
   Goodwill                                              589 |              --
                                           __________________| ________________
                                                      15,313 |          16,553
                                                             |
Interest expense                                          85 |              --
                                           __________________| ________________
                                                      15,398 |          16,553
                                           __________________| ________________
Income (loss) before income taxes                        570 |           1,736
                                                             |
Income taxes                                             220 |          (1,463)
                                           __________________| ________________
                                                             |
Net income (loss)                                       $350 |          $3,199
                                           ==================| ================
</TABLE>

<TABLE>
<CAPTION>
                                                             PRE-ACQUISITION
                                                           __________________
                                                           For the year ended
                                                            December 31, 1995
                                                           __________________

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


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

Interest expense                                                          --
                                                           __________________
                                                                      19,189
                                                           __________________
Income (loss) before income taxes                                      3,364

Income taxes                                                              --
                                                           __________________
Net income (loss)                                                     $3,364
                                                           ==================
</TABLE>

                         See accompanying notes.

                                   68
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                              PRE-ACQUISITION
                     __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                          Addi-          of              Total
                             Redeemable  tional  Securities  Retained   Stock-
                     Common   Preferred Paid-In          at  Earnings holder's
                      Stock       Stock Capital  Fair Value (Deficit)   Equity
                     __________________________________________________________

<S>                  <C>      <C>       <C>         <C>       <C>      <C>
Balance at
 January 1, 1995     $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)
 Unrealized apprecia-
  tion of securities
  at fair value          --        --        --        659        --       659
                     __________________________________________________________
Balance at
 December 31, 1995    2,500    50,000    45,030        658       (63)   98,125
 Net income              --        --        --         --     3,199     3,199
 Preferred stock
  dividends              --        --        --         --      (719)     (719)
 Unrealized deprecia-
  tion of securities
  at fair value          --        --        --     (1,175)       --    (1,175)
                     __________________________________________________________
Balance at
 August 13, 1996     $2,500   $50,000   $45,030      ($517)   $2,417   $99,430
                     ==========================================================
</TABLE>

<TABLE>
<CAPTION>
                                              POST-ACQUISITION
                     __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                          Addi-          of              Total
                             Redeemable  tional  Securities Retained    Stock-
                     Common   Preferred Paid-In          at Earnings  holder's
                      Stock       Stock Capital  Fair Value (Deficit)   Equity
                     __________________________________________________________

<S>                  <C>      <C>      <C>          <C>       <C>     <C>
Balance at
 August 14, 1996     $2,500   $50,000   $87,372         --        --  $139,872
 Contribution of
  preferred stock
  to additional
  paid-in capital        --   (50,000)   50,000         --        --        --
 Net income              --        --        --         --      $350       350
 Unrealized apprecia-
  tion of securities
  at fair value          --        --        --       $262        --       262
                     __________________________________________________________
Balance at
 December 31, 1996    2,500        --   137,372        262       350   140,484
 Contribution of
  capital                --        --     1,121         --        --     1,121
 Net income              --        --        --         --       729       729
 Unrealized apprecia-
  tion of securities
  at fair value          --        --        --      1,543        --     1,543
                     __________________________________________________________
Balance at
 October 24, 1997    $2,500        --  $138,493     $1,805    $1,079  $143,877
                     ==========================================================

                                              POST-MERGER
                     __________________________________________________________
                                                    Unreal-
                                                       ized
                                                     Appre-
                                                    ciation
                                                    (Depre-
                                                   ciation)
                                          Addi-          of              Total
                             Redeemable  tional  Securities Retained    Stock-
                     Common   Preferred Paid-In          at Earnings  holder's
                      Stock       Stock Capital  Fair Value (Deficit)   Equity
                     __________________________________________________________

Balance at
 October 25, 1997    $2,500        --  $224,997         --        --  $227,497
 Net loss                --        --        --         --     ($425)     (425)
 Unrealized apprecia-
  tion of securities
  at fair value          --        --        --       $241        --       241
                     __________________________________________________________
Balance at
 December 31, 1997   $2,500        --  $224,997       $241     ($425) $227,313
                     ==========================================================
</TABLE>


                         See accompanying notes.

                                   69
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                           POST-MERGER        POST-ACQUISITION
                                       ________________________________________
                                           For the period |     For the period
                                         October 25, 1997 |    January 1, 1997
                                                  through |            through
                                        December 31, 1997 |   October 24, 1997
                                       ___________________| ___________________
<S>                                               <C>     |           <C>
OPERATING ACTIVITIES                                      |
Net income (loss)                                   ($425)|               $729
Adjustments to reconcile net income (loss)                |
 to net cash provided by (used in)                        |
 operations:                                              |
 Adjustments related to annuity and                       |
  interest sensitive life products:                       |
  Change in annuity and interest                          |
   sensitive life product reserves                  7,361 |             19,177
  Change in unearned revenues                       1,189 |              3,292
 Decrease (increase) in accrued                           |
  investment income                                 1,205 |             (3,489)
 Policy acquisition costs deferred                (13,678)|            (29,003)
 Amortization of deferred policy                          |
  acquisition costs                                   892 |              1,674
 Amortization of present value of in                      |
  force acquired                                      948 |              5,225
 Change in other assets, other                            |
  liabilities and accrued income taxes              4,205 |             (8,944)
 Provision for depreciation and                           |
  amortization                                      1,299 |              3,203
 Provision for deferred income taxes                  146 |                316
 Realized (gains) losses on investments               (15)|               (151)
                                       ___________________| ___________________
Net cash provided by (used in)                            |
 operating activities                               3,127 |             (7,971)
                                                          |
INVESTING ACTIVITIES                                      |
Sale, maturity or repayment of                            |
 investments:                                             |
 Fixed maturities - available for sale              9,871 |             39,622
 Mortgage loans on real estate                      1,644 |              5,828
 Short-term investments - net                          -- |             11,415
                                       ___________________| ___________________
                                                   11,515 |             56,865
Acquisition of investments:                               |
 Fixed maturities - available for sale            (29,596)|           (155,173)
 Equity securities                                     (1)|             (4,865)
 Mortgage loans on real estate                    (14,209)|            (44,481)
 Policy loans - net                                  (328)|             (3,870)
 Short-term investments - net                     (13,244)|                 --
                                       ___________________| ___________________
                                                  (57,378)|           (208,389)


</TABLE>

                         See accompanying notes.
<TABLE>
<CAPTION>
                                        POST-ACQUISITION      PRE-ACQUISITION
                                       ________________________________________
                                           For the period |     For the period
                                          August 14, 1996 |    January 1, 1996
                                                  through |            through
                                        December 31, 1996 |    August 13, 1996
                                       ___________________| ___________________
<S>                                              <C>      |           <C>
OPERATING ACTIVITIES                                      |
Net income (loss)                                    $350 |             $3,199
Adjustments to reconcile net income (loss)                |
 to net cash provided by (used in)                        |
 operations:                                              |
 Adjustments related to annuity and                       |
  interest sensitive life products:                       |
  Change in annuity and interest                          |
   sensitive life product reserves                  5,106 |              4,472
  Change in unearned revenues                       2,063 |              2,084
 Decrease (increase) in accrued                           |
  investment income                                  (877)|             (2,494)
 Policy acquisition costs deferred                (11,712)|            (19,300)
 Amortization of deferred policy                          |
  acquisition costs                                   244 |              2,436
 Amortization of present value of in                      |
  force acquired                                    2,745 |                951
 Change in other assets, other                            |
  liabilities and accrued income taxes                (96)|              4,672
 Provision for depreciation and                           |
  amortization                                      1,242 |                703
 Provision for deferred income taxes                  220 |             (1,463)
 Realized (gains) losses on investments               (42)|                420
                                       ___________________| ___________________
Net cash provided by (used in)                            |
 operating activities                                (757)|             (4,320)
                                                          |
                                                          |
INVESTING ACTIVITIES                                      |
Sale, maturity or repayment of                            |
 investments:                                             |
 Fixed maturities - available for sale             47,453 |             55,091
 Mortgage loans on real estate                         40 |                 --
 Short-term investments - net                       2,629 |                354
                                       ___________________| ___________________
                                                   50,122 |             55,445
Acquisition of investments:                               |
 Fixed maturities - available for sale           (147,170)|           (184,589)
 Equity securities                                     (5)|                 --
 Mortgage loans on real estate                    (31,499)|                 --
 Policy loans - net                                  (637)|             (1,977)
 Short-term investments - net                          -- |                 --
                                       ___________________| ___________________
                                                 (179,311)|           (186,566)
</TABLE>


                         See accompanying notes.
<TABLE>
<CAPTION>
                                                              PRE-ACQUISITION
                                                             _________________
                                                                  For the year
                                                                         ended
                                                             December 31, 1995
                                                             _________________
<S>                                                                   <C>
OPERATING ACTIVITIES
Net income (loss)                                                      $3,364
Adjustments to reconcile net income (loss)
 to net cash provided by (used in)
 operations:
 Adjustments related to annuity and
  interest sensitive life products:
  Change in annuity and interest
   sensitive life product reserves                                      4,664
  Change in unearned revenues                                           4,949
 Decrease (increase) in accrued
  investment income                                                      (676)
 Policy acquisition costs deferred                                     (9,804)
 Amortization of deferred policy
  acquisition costs                                                     2,710
 Amortization of present value of in
  force acquired                                                        1,552
 Change in other assets, other
  liabilities and accrued income taxes                                  4,686
 Provision for depreciation and
  amortization                                                           (142)
 Provision for deferred income taxes                                       --
 Realized (gains) losses on investments                                  (297)
                                                             _________________
Net cash provided by (used in)
 operating activities                                                  11,006


INVESTING ACTIVITIES
Sale, maturity or repayment of
 investments:
 Fixed maturities - available for sale                                 24,026
 Mortgage loans on real estate                                             --
 Short-term investments - net                                              --
                                                             _________________
                                                                       24,026
Acquisition of investments:
 Fixed maturities - available for sale                                (61,723)
 Equity securities                                                        (10)
 Mortgage loans on real estate                                             --
 Policy loans - net                                                    (1,508)
 Short-term investments - net                                          (1,681)
                                                             _________________
                                                                      (64,922)
</TABLE>

                         See accompanying notes.

                                   70
<PAGE>
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY

              CONSOLIDATED STATEMENTS OF CASH FLOWS -(CONTINUED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                           POST-MERGER        POST-ACQUISITION
                                       ________________________________________
                                           For the period |     For the period
                                         October 25, 1997 |    January 1, 1997
                                                  through |            through
                                        December 31, 1997 |   October 24, 1997
                                       ___________________| ___________________
<S>                                               <C>     |           <C>
INVESTING ACTIVITIES-CONTINUED
Funds held in escrow pursuant to                          |
 an Exchange Agreement                                 -- |                 --
Purchase of property and equipment                  ($252)|              ($875)
                                       ___________________| ___________________
Net cash used in investing activities             (46,115)|           (152,399)
                                                          |
FINANCING ACTIVITIES                                      |
Proceeds from issuance of surplus note                 -- |                 --
Proceeds from line of credit borrowings            10,119 |             97,124
Repayment of line of credit borrowings             (2,207)|            (80,977)
Receipts from annuity and interest                        |
 sensitive life policies credited                         |
 to policyholder account balances                  62,306 |            261,549
Return of policyholder account balances                   |
 on annuity and interest sensitive                        |
 life policies                                     (6,350)|            (13,931)
Net reallocations to Separate                             |
 Accounts                                         (17,017)|            (93,069)
Contributions of capital by Parent                     -- |              1,011
Dividends paid on preferred stock                      -- |                 --
                                       ___________________| ___________________
Net cash provided by financing                            |
 activities                                        46,851 |            171,707
                                       ___________________| ___________________
Increase (decrease) in cash and                           |
 cash equivalents                                   3,863 |             11,337
                                                          |
Cash and cash equivalents at                              |
 beginning of period                               17,176 |              5,839
                                       ___________________| ___________________
Cash and cash equivalents at end                          |
 of period                                        $21,039 |            $17,176
                                       ===================| ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
Cash paid during the period for:
 Interest                                            $295               $1,912
 Income taxes                                          --                  283

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

</TABLE>

                         See accompanying notes.
<TABLE>
<CAPTION>
                                           POST-ACQUISITION    PRE-ACQUISITION
                                          _____________________________________
                                             For the period |   For the period
                                            August 14, 1996 |  January 1, 1996
                                                    through |          through
                                          December 31, 1996 |  August 13, 1996
                                          __________________| _________________
<S>                                                <C>      |        <C>
INVESTING ACTIVITIES - CONTINUED                            |
Funds held in escrow pursuant to                            |
 an Exchange Agreement                                   -- |               --
Purchase of property and equipment                    ($137)|               --
                                          __________________| _________________
Net cash used in investing activities              (129,326)|        ($131,121)
                                                            |
FINANCING ACTIVITIES                                        |
Proceeds from issuance of surplus note               25,000 |               --
Proceeds from line of credit borrowings                  -- |               --
Repayment of line of credit borrowings                   -- |               --
Receipts from annuity and interest                          |
 sensitive life policies credited                           |
 to policyholder account balances                   116,819 |          149,750
Return of policyholder account balances                     |
 on annuity and interest sensitive                          |
 life policies                                       (3,315)|           (2,695)
Net reallocations to Separate                               |
 Accounts                                           (10,237)|           (8,286)
Contributions of capital by Parent                       -- |               --
Dividends paid on preferred stock                        -- |             (719)
                                          __________________| _________________
Net cash provided by financing                              |
 activities                                         128,267 |          138,050
                                          __________________| _________________
Increase (decrease) in cash and                             |
 cash equivalents                                    (1,816)|            2,609
                                                            |
Cash and cash equivalents at                                |
 beginning of period                                  7,655 |            5,046
                                          __________________| _________________
Cash and cash equivalents at end                            |
 of period                                           $5,839 |           $7,655
                                          ==================| =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
Cash paid during the period for:
 Interest                                                --                 --
 Income taxes                                            --                 --

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

</TABLE>

                         See accompanying notes.

<TABLE>
<CAPTION>
                                                              PRE-ACQUISITION
                                                             _________________
                                                                  For the year
                                                                         ended
                                                             December 31, 1995
                                                             _________________
<S>                                                                   <C>
INVESTING ACTIVITIES - CONTINUED
Funds held in escrow pursuant to
 an Exchange Agreement                                                ($1,242)
Purchase of property and equipment                                         --
                                                             _________________
Net cash used in investing activities                                 (42,138)

FINANCING ACTIVITIES
Proceeds from issuance of surplus note                                     --
Proceeds from line of credit borrowings                                    --
Repayment of line of credit borrowings                                     --
Receipts from annuity and interest
 sensitive life policies credited
 to policyholder account balances                                      29,501
Return of policyholder account balances
 on annuity and interest sensitive
 life policies                                                         (1,543)
Net reallocations to Separate
 Accounts                                                                  --
Contributions of capital by Parent                                      7,944
Dividends paid on preferred stock                                      (3,348)
                                                             _________________
Net cash provided by financing
 activities                                                            32,554
                                                             _________________
Increase (decrease) in cash and
 cash equivalents                                                       1,422

Cash and cash equivalents at
 beginning of period                                                    3,624
                                                             _________________
Cash and cash equivalents at end
 of period                                                             $5,046
                                                             =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
Cash paid during the period for:
 Interest                                                                  --
 Income taxes                                                              --

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

</TABLE>

                         See accompanying notes.

                                   71

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              December 31, 1997

1.  SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION
The consolidated financial statements include Golden American Life Insurance
Company ("Golden American") and its wholly owned subsidiary, First Golden
American Life Insurance Company of New York ("First Golden," and with Golden
American collectively, the "Company").  All significant intercompany accounts
and transactions have been eliminated.

ORGANIZATION
Golden American, a wholly owned subsidiary of Equitable of Iowa Companies,
Inc., offers variable insurance products and is licensed as a life insurance
company in the District of Columbia and all states except New York. On January
2, 1997 and December 23, 1997, First Golden became licensed to sell insurance
products in New York and Delaware, respectively.  The Company's products are
marketed by broker/dealers, financial institutions and insurance agents.  The
Company's primary customers are individuals and families.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable"), pursuant to the terms of the Agreement and Plan of Merger
("Merger Agreement") among Equitable, PFHI, and ING Groep N.V. ("ING").  PFHI
is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands.  As a result of the merger, Equitable was
merged into PFHI which was simultaneously renamed Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"), a Delaware corporation.  See Note 5 for
additional information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding capital stock of
EIC Variable, Inc. (formerly known as BT Variable, Inc.) and its wholly owned
subsidiaries, Golden American and Directed Services, Inc. ("DSI") from
Whitewood Properties Corporation ("Whitewood") pursuant to the terms of a
Stock Purchase Agreement between Equitable and Whitewood (the "Purchase
Agreement").  On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable, while
the remainder of its net assets were contributed to Golden American.  On
December 30, 1997, EIC Variable, Inc. was dissolved. See Note 6 for additional
information regarding the acquisition.

For financial statement purposes, the merger was accounted for as a purchase
effective October 25, 1997 and the change in control of Golden American through
the acquisition of BT Variable was accounted for as a purchase effective August
14, 1996. The merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at their respective
dates.  As a result, the Company's financial statements for the period
subsequent to October 24, 1997, are presented on the Post-Merger new basis of
accounting, for the period August 14, 1996 through October 24, 1997, are
presented on the Post-Acquisition basis of accounting, and for August 13, 1996
and prior periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS
FIXED MATURITIES:  Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity Securities,"
requires fixed maturity securities to be designated as either "available for
sale," "held for investment" or "trading." Sales of fixed maturities
designated as "available for sale" are not restricted by SFAS No. 115.
Available for sale securities are reported at fair value and unrealized gains
and losses on these securities are included directly in stockholder's
equity, after adjustment for related changes in deferred policy acquisition
costs ("DPAC"), present value of in force acquired ("PVIF"), policy reserves
and deferred income

                                   72
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

taxes. At December 31, 1997 and 1996, all of the Company's
fixed maturity securities are designated as available for sale although the
Company is not precluded from designating fixed maturity securities as held for
investment or trading at some future date.

Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value which becomes the security's new cost
basis by a charge to realized losses in the Company's Statement of Income.
Premiums and discounts are amortized/accrued utilizing the scientific interest
method which results in a constant yield over the security's expected life.
Amortization/accrual of premiums and discounts on mortgage-backed securities
incorporates a prepayment assumption to estimate the securities' expected
lives.

EQUITY SECURITIES:  Equity securities are reported at estimated fair value if
readily marketable.  The change in unrealized appreciation and depreciation of
marketable equity securities (net of related deferred income taxes, if any) is
included directly in stockholder's equity.  Equity securities determined to
have a decline in value that is other than temporary are written down to
estimated fair value which becomes the security's new cost basis by a charge
to realized losses in the Company's Statement of Income.

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

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

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

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


                                   73
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

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

PRESENT VALUE OF IN FORCE ACQUIRED
As a result of the merger and the acquisition, a portion of the acquisition
cost related to each transaction was allocated to the right to receive
future cash flows from existing insurance contracts.  This allocated cost
represents the PVIF which reflects the value of those purchased policies
calculated by discounting actuarially determined expected future cash flows
at the discount rate determined by the purchaser. Amortization of PVIF is
charged to expense in proportion to expected gross profits.  This
amortization is "unlocked" when the Company revises its estimate of current
or future gross profits to be realized from the insurance contracts acquired.
PVIF is adjusted to reflect the pro forma impact of unrealized gains (losses)
on available for sale fixed maturities.  See Notes 5 and 6 for additional
information on PVIF resulting from the merger and acquisition.

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

GOODWILL
Goodwill was established as a result of the merger discussed previously and is
being amortized over 40 years on a straight-line basis.  Goodwill established
as a result of the acquisition discussed above was being amortized over 25
years on a straight-line basis.  See Notes 5 and 6 for additional information
on the merger and acquisition.

FUTURE POLICY BENEFITS
Future policy benefits for fixed interest divisions of the variable products
are established utilizing the retrospective deposit accounting method.  Policy
reserves represent the premiums received plus accumulated interest, less
mortality and administration charges.  Interest credited to these policies
ranged from 3.30% to 8.25% during 1997. The unearned revenue reserve
represents unearned distribution fees discussed below.  These distribution
fees have been deferred and are amortized over the life of the contract in
proportion to its expected gross profits.

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


                                   74
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

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

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

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

DIVIDEND RESTRICTIONS
The Company's ability to pay dividends to its parent is restricted because
prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limitation.  During 1998,
Golden American cannot pay dividends to its parent without prior approval of
statutory authorities. The Company has maintained adequate statutory capital
and surplus and has not used surplus relief or financial reinsurance, which
have come under scrutiny by many state insurance departments.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholders unless a notice of
its intention to declare a dividend and amount of the dividend has been filed
not less than thirty days in advance of the proposed declaration.  The
superintendent may disapprove the distribution by giving written notice to
First Golden within thirty days after the filing should the superintendent
find that the financial condition of First Golden does not warrant the
distribution.


USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
affecting the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures.  Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and present value of in force acquired, (4) fair values of
assets and liabilities recorded as a result of merger and acquisition
transactions, (5) asset valuation

                                   75
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

allowances, (6) guaranty fund assessment
accruals, (7) deferred tax benefits (liabilities) and (8) estimates for
commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated.  Estimates and assumptions
regarding all of the preceding are inherently subject to change and are
reassessed periodically.  Changes in estimates and assumptions could
materially impact the financial statements.

2. BASIS OF FINANCIAL REPORTING

The financial statements of the Company differ from related statutory-basis
financial statements principally as follows:  (1) acquisition costs of
acquiring new business are deferred and amortized over the life of the
policies rather than charged to operations as incurred; (2) an asset
representing the present value of future cash flows from insurance
contracts acquired was established as a result of the merger/acquisition and
is amortized and charged to expense; (3) future policy benefit reserves for
the fixed interest divisions of the variable products are based on full
account values, rather than the greater of cash surrender value or amounts
derived from discounting methodologies utilizing statutory interest rates;
(4) reserves are reported before reduction for reserve credits related to
reinsurance ceded and a receivable is established, net of an allowance for
uncollectible amounts, for these credits rather than presented net of these
credits; (5) fixed maturity investments are designated as "available for
sale" and valued at fair value with unrealized appreciation/depreciation,
net of adjustments to deferred income taxes (if applicable), present value of
in force acquired and deferred policy acquisition costs, credited/charged
directly to stockholder's equity rather than valued at amortized cost;
(6) the carrying value of fixed maturity securities is reduced to fair value
by a charge to realized losses in the Statement of Income when declines in
carrying value are judged to be other than temporary, rather than through the
establishment of a formula-determined statutory investment reserve (carried as
a liability), changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial statement
and income tax bases of assets and liabilities; (8) net realized gains or
losses attributed to changes in the level of interest rates in the market are
recognized when the sale is completed rather than deferred and amortized over
the remaining life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of related
anticipated premium tax credits, rather than capitalized when assessed and
amortized in accordance with procedures permitted by insurance regulatory
authorities; (10) revenues for variable annuity and variable life products
consist of policy charges for the cost of insurance, policy administration
charges, amortization of policy initiation fees and surrender charges assessed
rather than premiums received; (11) the financial statements of Golden
American's wholly owned subsidiary are consolidated rather than recorded at the
equity in net assets; (12) surplus notes are reported as liabilities rather
than as surplus; and (13) assets and liabilities are restated to fair values
when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

Net loss for Golden American as determined in accordance with statutory
accounting practices was $428,000 in 1997, $9,188,000 in 1996 and $4,117,000
in 1995.  Total statutory capital and surplus was $76,914,000 at December 31,
1997 and $80,430,000 at December 31, 1996.


                                   76
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

3.   INVESTMENT OPERATIONS

INVESTMENT RESULTS
Major categories of net investment income are summarized below:

<TABLE>
<CAPTION>

                              POST-MERGER              POST-ACQUISITION
                        ________________________________________________________
                            For the period|   For the period     For the period
                          October 25, 1997|  January 1, 1997    August 14, 1996
                                   through|          through            through
                         December 31, 1997| October 24, 1997  December 31, 1996
                        __________________| ____________________________________
                                            (Dollars in thousands)
<S>                                <C>    |          <C>                 <C>
Fixed maturities                   $4,443 |          $18,488             $5,083
Equity securities                       3 |               --                103
Mortgage loans on real                    |
 estate                               879 |            3,070                203
Policy loans                           59 |              482                 78
Short-term investments                129 |              443                441
Other, net                           (154)|               24                  2
Funds held in escrow                   -- |               --                 --
                        __________________| ____________________________________
Gross investment income             5,359 |           22,507              5,910
Less investment expenses             (232)|             (851)              (115)
                        __________________| ____________________________________
Net investment income              $5,127 |          $21,656             $5,795
                        ==================| ====================================

</TABLE>


<TABLE>
<CAPTION>

                                      PRE-ACQUISITION
                        _____________________________________
                           For the period |
                          January 1, 1996 |      For the year
                                  through |             ended
                          August 13, 1996 | December 31, 1995
                        __________________| _________________
                                  (Dollars in thousands)
<S>                                <C>    |           <C>
Fixed maturities                   $4,507 |           $1,610
Equity securities                      -- |               --
Mortgage loans on real                    |
 estate                                -- |               --
Policy loans                           73 |               56
Short-term investments                341 |              899
Other, net                             22 |              148
Funds held in escrow                  145 |              166
                        __________________| _________________
Gross investment income             5,088 |            2,879
Less investment expenses              (98)|              (61)
                        __________________| _________________
Net investment income              $4,990 |           $2,818
                        ==================| =================

</TABLE>

Realized gains (losses) on investments are as follows:
<TABLE>
<CAPTION>
                              POST-MERGER              POST-ACQUISITION
                        ________________________________________________________
                            For the period|   For the period     For the period
                          October 25, 1997|  January 1, 1997    August 14, 1996
                                   through|          through            through
                         December 31, 1997| October 24, 1997  December 31, 1996
                        __________________| ____________________________________
                                            (Dollars in thousands)
<S>                                   <C> |             <C>                 <C>
Fixed maturities,                         |
 available for sale                   $25 |             $151                $42
Mortgage loans                        (10)|               --                 --
                        __________________| ____________________________________
Realized gains (losses)                   |
 on investments                       $15 |             $151                $42
                        ========================================================
</TABLE>

<TABLE>
<CAPTION>
                                      PRE-ACQUISITION
                        _____________________________________
                           For the period |
                          January 1, 1996 |      For the year
                                  through |             ended
                          August 13, 1996 | December 31, 1995
                        __________________| _________________
                                   (Dollars in thousands)
<S>                                 <C>   |             <C>
Fixed maturities,                         |
 available for sale                 ($420)|             $297
Mortgage loans                         -- |               --
                        __________________| _________________
Realized gains (losses)                   |
 on investments                     ($420)|             $297
                        =====================================

</TABLE>

                                   77
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

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

<TABLE>
<CAPTION>
                              POST-MERGER              POST-ACQUISITION
                        ________________________________________________________
                           For the period |   For the period     For the period
                         October 25, 1997 |  January 1, 1997    August 14, 1996
                                  through |          through            through
                             December 31, |      October 24,       December 31,
                                     1997 |             1997               1996
                        __________________| ____________________________________
                                            (Dollars in thousands)
<S>                                <C>    |           <C>                  <C>
Fixed maturities:                         |
 Available for sale                $1,113 |           $4,607               $410
 Held for investment                   -- |               --                 --
Equity securities                    (533)|             (465)                (3)
                        __________________| ____________________________________
Unrealized appreciation                   |
 (depreciation) of                        |
 securities                          $580 |           $4,142               $407
                        ========================================================

</TABLE>

<TABLE>
<CAPTION>
                                      PRE-ACQUISITION
                        _____________________________________
                           For the period |
                          January 1, 1996 |      For the year
                                  through |             ended
                          August 13, 1996 | December 31, 1995
                        __________________| _________________
                                  (Dollars in thousands)
<S>                               <C>     |           <C>
Fixed maturities:                         |
 Available for sale               ($2,087)|             $958
 Held for investment                   -- |               90
Equity securities                       1 |                3
                        __________________| _________________
Unrealized appreciation                   |
 (depreciation) of                        |
 securities                       ($2,086)|           $1,051
                        =====================================

</TABLE>


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

<TABLE>
<CAPTION>
                                                Gross       Gross   Estimated
                                Amortized  Unrealized  Unrealized        Fair
                                     Cost       Gains      Losses       Value
                               _______________________________________________
                                             (Dollars in thousands)
December 31, 1997                                  POST-MERGER
______________________________________________________________________________
<S>                              <C>           <C>          <C>      <C>
U.S. government and
 governmental agencies
 and authorities:
 Mortgage-backed securities       $62,988        $155        ($10)    $63,133
 Other                              5,705           5          (1)      5,709
Foreign governments                 2,062          --          (9)      2,053
Public utilities                   25,899          49          (4)     25,944
Investment grade corporate        219,526         926         (32)    220,420
Below investment grade
 corporate                         41,355         186        (210)     41,331
Mortgage-backed securities         55,753          78         (20)     55,811
                               _______________________________________________
Total                            $413,288      $1,399       ($286)   $414,401
                               ===============================================

December 31, 1996                              POST-ACQUISITION
______________________________________________________________________________
U.S. government and
 governmental agencies
 and authorities:
 Mortgage-backed securities       $70,902        $122       ($247)    $70,777
 Other                              3,082           2          (4)      3,080
Public utilities                   35,893         193         (38)     36,048
Investment grade corporate        134,487         586        (466)    134,607
Below investment grade
 corporate                         25,921         249         (56)     26,114
Mortgage-backed securities          4,868          69          --       4,937
                               _______________________________________________
Total                            $275,153      $1,221       ($811)   $275,563
                               ===============================================
</TABLE>


                                   78
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

At December 31, 1997, net unrealized investment gains on fixed maturities
designated as available for sale totaled $1,113,000.  This appreciation caused
an increase to stockholder's equity of $587,000 at December 31, 1997 (net of
deferred income taxes of $316,000, an adjustment of $35,000 to DPAC and PVIF
of $175,000).  Short-term investments with maturities of 30 days or less have
been excluded from the above schedules. Amortized cost approximates fair value
for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1997, are shown
below.  Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.

<TABLE>
<CAPTION>
                                                           POST-MERGER
                                                _____________________________
                                                                   Estimated
                                                   Amortized            Fair
December 31, 1997                                       Cost           Value
_____________________________________________________________________________
                                                    (Dollars in thousands)
<S>                                                 <C>             <C>
Due within one year                                  $26,261         $26,239
Due after one year through five years                198,249         198,781
Due after five years through ten years                70,037          70,437
                                                _____________   _____________
                                                     294,547         295,457
Mortgage-backed securities                           118,741         118,944
                                                _____________   _____________
Total                                               $413,288        $414,401
                                                =============   =============
</TABLE>

An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:
<TABLE>
<CAPTION>
                                            Gross         Gross      Proceeds
                          Amortized      Realized      Realized          from
                               Cost         Gains        Losses          Sale
______________________________________________________________________________
                                           (Dollars in thousands)
<S>                         <C>              <C>          <C>         <C>
For the period October 25,
 1997 through
 December 31, 1997:
Scheduled principal
 repayments, calls and
 tenders                     $6,708            $2            --        $6,710
Sales                         3,138            23            --         3,161
                        ______________________________________________________
Total                        $9,846           $25            --        $9,871
                        ======================================================
For the period January 1,
 1997 through October 24,
 1997:
Scheduled principal
 repayments, calls and
 tenders                    $25,419            --            --       $25,419
Sales                        14,052          $153           ($2)       14,203
                        ______________________________________________________
Total                       $39,471          $153           ($2)      $39,622
                        ======================================================
For the period August 14,
 1996 through
 December 31, 1996:
Scheduled principal
 repayments, calls and
 tenders                     $1,612            --            --        $1,612
Sales                        45,799          $115          ($73)       45,841
                        ______________________________________________________
Total                       $47,411          $115          ($73)      $47,453
                        ======================================================
For the period January 1,
 1996 through August 13,
 1996:
Scheduled principal
 repayments, calls and
 tenders                     $1,801            --            --        $1,801
Sales                        53,710          $152         ($572)       53,290
                        ______________________________________________________
Total                       $55,511          $152         ($572)      $55,091
                        ======================================================
Year ended December 31,
 1995:
Scheduled principal
 repayments, calls and
 tenders                    $20,279          $305          ($16)      $20,568
Sales                         3,450             8            --         3,458
                        ______________________________________________________
Total                       $23,729          $313          ($16)      $24,026
                        ======================================================
</TABLE>

                                   79
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

INVESTMENT VALUATION ANALYSIS:  The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any of its
investments has been impaired.  The carrying value of debt and equity
securities is written down to fair value by a charge to realized losses when
an impairment in value appears to be other than temporary.  During 1997 and
1996, no investments were identified as having an impairment other than
temporary.

INVESTMENTS ON DEPOSIT:  At December 31, 1997 and 1996, affidavits of deposits
covering bonds with a par value of  $6,605,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS:  The Company's investment policies related to its
investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer.  Such policies are at least as restrictive as those set forth by
regulatory authorities.  The following percentages relate to holdings at
December 31, 1997 and December 31, 1996.  Fixed maturity investments included
investments in basic industrials (30% in 1997 and 1996), financial companies
(24% in 1997, 18% in 1996), various government bonds and government or agency
mortgage-backed securities (17% in 1997 and 27% in 1996) and public utilities
(7% in 1997, 13% in 1996).  Mortgage loans on real estate have been analyzed
by geographical location with concentrations by state identified as Utah (13%
in 1997, 4% in 1996), California (12% in 1997, 7% in 1996), and Georgia (11%
in 1997, 17% in 1996).  There are no other concentrations of mortgage loans in
any state exceeding ten percent at December 31, 1997 and 1996.  Mortgage loans
on real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (43% in 1997, 36% in 1996),
industrial buildings (33% in 1997, 31% in 1996), retail facilities (15% in
1997, 6% in 1996) and multi-family residential buildings (9% in 1997, 27% in
1996).  Equity securities and investments accounted for by the equity method
are not significant to the Company's overall investment portfolio.

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceeded ten percent of
stockholder's equity at December 31, 1997.

4.  FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of estimated fair value of all financial instruments,
including both assets and liabilities recognized and not recognized in a
Company's balance sheet, unless specifically exempted.  SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments," requires additional disclosures about derivative financial
instruments.  Most of the Company's investments, investment contracts and debt
fall within the standards' definition of a financial instrument.  Fair values
for the Company's insurance contracts other than investment contracts are not
required to be disclosed.  In cases where quoted market prices are not
available, estimated fair values are based on estimates using present value or
other valuation techniques.  Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows.  Accounting, actuarial and regulatory bodies are continuing to study the
methodologies to be used in developing fair value information, particularly as
it relates to such things as liabilities for insurance contracts.  Accordingly,
care should be exercised in deriving conclusions about the Company's business
or financial condition based on the information presented herein.

The Company closely monitors the composition and yield of its invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows.  These amounts are taken into
consideration in the Company's overall management of interest rate risk, which
attempts to minimize exposure to changing interest rates through the matching
of investment cash flows with amounts expected to be due under insurance
contracts.  As discussed be-

                                     80
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

low, the Company has used discount rates in its
determination of fair values for its  liabilities which are consistent with
market yields for related assets.  The use of the asset market yield is
consistent with management's opinion that the risks inherent in its asset and
liability portfolios are similar.  This assumption, however, might not result
in values consistent with those obtained through an actuarial appraisal of the
Company's business or values that might arise in a negotiated transaction.

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

<TABLE>
<CAPTION>

December 31                               1997                     1996
_______________________________________________________________________________
(Dollars in thousands)                                |
                                            Estimated |              Estimated
                                 Carrying        Fair |   Carrying        Fair
                                    Value       Value |      Value       Value
                               ___________ ___________| ___________ ___________
<S>                             <C>         <C>       |  <C>         <C>
ASSETS                                                |
 Fixed maturities, available                          |
  for sale                       $414,401    $414,401 |   $275,563    $275,563
 Equity securities                  3,904       3,904 |         33          33
 Mortgage loans on real estate     85,093      86,348 |     31,459      30,979
 Policy loans                       8,832       8,832 |      4,634       4,634
 Short-term investments            14,460      14,460 |     12,631      12,631
 Cash and cash equivalents         21,039      21,039 |      5,839       5,839
 Separate account assets        1,646,169   1,646,169 |  1,207,247   1,207,247
                                                      |
LIABILITIES                                           |
 Annuity products                 493,181     431,859 |    280,076     253,012
 Surplus note                      25,000      28,837 |     25,000      28,878
 Separate account liabilities   1,646,169   1,443,458 |  1,207,247   1,119,158
                                                      |
</TABLE>

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

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

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

MORTGAGE LOANS ON REAL ESTATE:  Fair values are estimated by discounting
expected cash flows, using interest rates currently offered for similar
loans.

POLICY LOANS:  Carrying values approximate the estimated fair value for
policy loans.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS:  Carrying values
reported in the Company's historical cost basis balance sheet approximate
estimated fair value for these instruments, due to their short-term nature.

SEPARATE ACCOUNT ASSETS:  Separate account assets are based upon the quoted
fair values of the individual securities in the separate accounts.


                                   81
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

ANNUITY PRODUCTS:  Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable annuity
products and for supplemental contracts without life contingencies are based
upon discounted cash flow calculations.  Cash flows of future policy benefits
are discounted using the market yield rate of the assets supporting these
liabilities.

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

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

5.   MERGER

TRANSACTION:  On October 23, 1997, Equitable shareholders approved the Merger
Agreement dated as of July 7, 1997, among Equitable, PFHI and ING.  On October
24, 1997, PFHI, a Delaware corporation, acquired all of the outstanding
capital stock of Equitable pursuant to the Merger Agreement.  PFHI is a wholly
owned subsidiary of ING, a global financial services holding company based in
The Netherlands.  Equitable, an Iowa corporation, in turn, owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries.
Equitable also owned all the outstanding capital stock of Locust Street
Securities, Inc. ("LSSI"), Equitable Investment Services, Inc., DSI, Equitable
of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital Trust II
and Equitable of Iowa Securities Network, Inc.  In exchange for the outstanding
capital stock of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock plus the assumption of approximately $400 million
in debt according to the Merger Agreement.  As a result of the merger,
Equitable was merged into PFHI which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.  All
costs of the merger, including expenses to terminate certain benefit plans,
were paid by the Parent.

ACCOUNTING TREATMENT:  The merger was accounted for as a purchase resulting
in a new basis of accounting, reflecting estimated fair values for assets
and liabilities at October 24, 1997.  The purchase price was allocated to EIC
and its subsidiaries. Goodwill was established for the excess of the merger
cost over the fair value of the net assets and pushed down to EIC and its
subsidiaries including Golden American and First Golden. The merger cost is
preliminary with respect to estimated expenses and, as a result, the PVIF and
related amortization and deferred taxes may change.  The allocation of the
purchase price to the Company was approximately $227,497,000. The amount of
goodwill allocated to the Company relating to the merger was $151,127,000 at
the merger date and is being amortized over 40 years on a straight-line basis.
The carrying value of goodwill will be reviewed periodically for any
indication of impairment in value.  The Company's DPAC, previous balance of
PVIF and unearned revenue reserve, as of the merger date, were eliminated
and an asset of $44,297,000 representing PVIF was established for all policies
in force at the merger date.

PRESENT VALUE OF IN FORCE ACQUIRED:  As part of the merger, a portion of the
acquisition cost was allocated to the right to receive future cash flows from
insurance contracts existing with the Company at the date of merger.  This
allocated cost represents the present value of in force acquired reflecting
the value of those purchased policies calculated by discounting the
actuarially determined expected future cash flow at the discount rate
determined by ING.


                                   82
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

An analysis of the PVIF asset is as follows:

<TABLE>
<CAPTION>
                                                       POST-MERGER
                                           ________________________
                                                    For the period
                                                  October 25, 1997
                                                           through
                                                 December 31, 1997
                                           ________________________
                                            (Dollars in thousands)
<S>                                                        <C>
Beginning balance                                          $44,297
Imputed interest                                             1,004
Amortization                                                (1,952)
Adjustment for unrealized gains
 on available for sale securities                             (175)
                                           ________________________
Ending balance                                             $43,174
                                           ========================
</TABLE>
Interest is imputed on the unamortized balance of PVIF at a rate of 7.03% for
the period October 25, 1997 through December 31, 1997.  The amortization of
PVIF net of imputed interest is charged to expense.  PVIF is also adjusted for
the unrealized gains (losses) on available for sale securities; such changes
are included directly in stockholder's equity.  Based on current conditions
and assumptions as to the impact of future events on acquired policies in
force, the expected approximate net amoritization for the next five years,
relating to the PVIF as of December 31, 1997, is $6,200,000 in 1998,
$6,000,000 in 1999, $5,600,000 in 2000, $5,000,000 in 2001 and $4,200,000 in
2002.  Actual amortization may vary based upon final purchase price allocation
and changes in assumptions and experience.

6.   ACQUISITION

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

ACCOUNTING TREATMENT:  The acquisition was accounted for as a purchase
resulting in a new basis of accounting, which reflected estimated fair
values for assets and liabilities at August 13, 1996.  The purchase price
was allocated to the three companies purchased - BT Variable, DSI and Golden
American.  Goodwill was established for the excess of the acquisition cost
over the fair value of the net assets acquired and pushed down to Golden
American.  The allocation of the purchase price to the Company was
approximately $139,872,000.  The amount of goodwill relating to the
acquisition was $41,113,000 and was amortized over 25 years on a straight-line
basis until the October 24, 1997 merger with ING.  The Company's DPAC, previous
balance of PVIF and unearned revenue reserve, as of the merger date, were
eliminated and an asset of $85,796,000 representing PVIF was established for
all policies in force at the acquisition date.


                                   83
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

PRESENT VALUE OF IN FORCE ACQUIRED:  As part of the acquisition, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from the insurance contracts existing with the Company at the date of
acquisition. This allocated cost represents the present value of in force
acquired reflecting the value of those purchased policies calculated by
discounting the actuarially determined expected future cash flows at the
discount rate determined by Equitable.


An analysis of the PVIF asset is as follows:

<TABLE>
<CAPTION>

                                   POST-ACQUISITION          PRE-ACQUISITION
                              _________________________________________________
                                 For the     For the |     For the
                                  period      period |      period
                                 January      August |     January     For the
                                 1, 1997    14, 1996 |     1, 1996        year
                                 through     through |     through       ended
                                 October    December |      August    December
                                24, 1997    31, 1996 |    13, 1996    31, 1995
                              _______________________| ________________________
                                              (Dollars in thousands)
<S>                              <C>         <C>     |      <C>         <C>
Beginning balance                $83,051     $85,796 |      $6,057      $7,620
Imputed interest                   5,138       2,465 |         273         548
Amortization                     (10,363)     (5,210)|      (1,224)     (2,100)
Adjustment for unrealized                            |
 gains (losses) on available                         |
 for sale securities                (373)         -- |          11         (11)
                              _______________________| ________________________
Ending balance                   $77,453     $83,051 |      $5,117      $6,057
                              =================================================
</TABLE>

Pre-Acquisition PVIF represents the remaining value assigned to in force
contracts when Bankers Trust purchased Golden American from Mutual Benefit
Life Insurance Company in Rehabilitation ("Mutual Benefit") on September
30, 1992.

Interest was imputed on the unamortized balance of PVIF at rates of 7.70%
to 7.80% for the period August 14, 1996 through October 24, 1997.  The
amortization of PVIF net of imputed interest was charged to expense.  PVIF
was also adjusted for the unrealized gains (losses) on available for sale
securities; such changes were included directly in stockholder's equity.


7.  INCOME TAXES

The Company will file a consolidated federal income tax return with its wholly
owned life insurance subsidiary. Under the Internal Revenue Code, a newly
acquired insurance company cannot file as part of its parent's consolidated
tax return for 5 years.

At December 31, 1997, Golden American has net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $8,697,000.
Approximately $5,094,000 and $3,603,000 of these NOL carryforwards are
available to offset future taxable income of the Company through the years 2011
and 2012, respectively.


                                   84
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997


INCOME TAX EXPENSE
Income tax expense (benefit) included in the consolidated financial statements
is as follows:

<TABLE>
<CAPTION>
           POST-MERGER        POST-ACQUISITION            PRE-ACQUISITION
          _____________________________________________________________________
               For the |     For the       For the |      For the
                period |      period        period |       period
           October 25, |  January 1,    August 14, |   January 1,
                  1997 |        1997          1996 |         1996      For the
               through |     through       through |      through   year ended
          December 31, | October 24,  December 31, |   August 13, December 31,
                  1997 |        1997          1996 |         1996         1995
          _____________| __________________________| __________________________
                                 (Dollars in thousands)
<S>               <C>  |     <C>              <C>  |      <C>               <C>
Current             -- |         $12            -- |           --           --
Deferred          $146 |      (1,349)         $220 |      ($1,463)          --
          _____________| __________________________| __________________________
                  $146 |     ($1,337)         $220 |      ($1,463)          --
          =====================================================================

</TABLE>

The effective tax rate on income (loss) before income taxes is different from
the prevailing federal income tax rate.  A reconciliation of this difference
is as follows:

<TABLE>
<CAPTION>

                       POST-MERGER    POST-ACQUISITION      PRE-ACQUISITION
                       _______________________________________________________
                          For the |  For the    For the |  For the
                           period |   period     period |   period
                          October |  January     August |  January
                         25, 1997 |  1, 1997   14, 1996 |  1, 1996    For the
                          through |  through    through |  through year ended
                         December |  October   December |   August   December
                         31, 1997 | 24, 1997   31, 1996 | 13, 1996   31, 1995
                       ___________| ____________________| ____________________
                                       (Dollars in thousands)
<S>                         <C>   |  <C>           <C>  |  <C>         <C>
Income (loss)                     |                     |
 before income taxes        ($279)|    ($608)      $570 |   $1,736     $3,364
                       ===========| ====================| ====================
Income tax                        |                     |
 (benefit) at federal             |                     |
 statutory rate              ($98)|    ($213)      $200 |     $607     $1,177
Tax effect (decrease) of:         |                     |
 Realization of NOL               |                     |
  carryforwards                -- |       --         -- |   (1,214)        --
 Dividends received               |                     |
  deduction                    -- |       --         -- |       --       (350)
 Goodwill amortization        220 |       --         -- |       --         --
 Compensatory stock               |                     |
  option and restricted           |                     |
  stock expense                -- |   (1,011)        -- |       --         --
 Other items                   24 |     (113)        20 |       --         17
 Valuation allowance           -- |       --         -- |     (856)      (844)
                       ___________| ____________________| ____________________
Income tax expense                |                     |
 (benefit)                   $146 |  ($1,337)      $220 |  ($1,463)       $--
                       =======================================================
</TABLE>


                                   85
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997


DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
                                              POST-MERGER     POST-ACQUISITION
                                            ___________________________________
December 31                                       1997       |       1996
____________________________________________________________ | ________________
                                                    (Dollars in thousands)
<S>                                                 <C>      |         <C>
Deferred tax assets:                                         |
 Future policy benefits                             $27,399  |         $19,102
 Deferred policy acquisition costs                    4,558  |           1,985
 Goodwill                                            17,620  |           5,918
 Net operating loss carryforwards                     3,044  |           1,653
 Other                                                1,548  |             235
                                            ________________ | ________________
                                                     54,169  |          28,893
Deferred tax liabilities:                                    |
 Unrealized appreciation (depreciation)                      |
  of securities at fair value                          (130) |            (145)
 Fixed maturity securities                           (1,665) |              --
 Present value of in force acquired                 (15,172) |         (29,068)
 Other                                                 (972) |             (45)
                                            ________________ | ________________
                                                    (17,939) |         (29,258)
                                            ________________ | ________________
Deferred income tax asset (liability)               $36,230  |           ($365)
                                            ===================================
</TABLE>

The Company is required to establish a "valuation allowance" for any portion
of the deferred tax assets that management believes will not be realized.  In
the opinion of management, it is more likely than not that the Company will
realize the benefit of the deferred tax assets, and, therefore, no such
valuation allowance has been established.

8.  RETIREMENT PLANS

DEFINED BENEFIT PLANS

In 1997, the Company was allocated their share of the pension liability
associated with their employees.  The Company's employees are covered by the
employee retirement plan of an affiliate, Equitable Life.  The benefits are
based on years of service and the employee's average annual compensation
during the last five years of employment. Further, Equitable Life sponsors a
defined contribution plan that is qualified under Internal Revenue Code Section
401(k). The Company's funding and accounting policies are consistent with the
funding requirements of Federal law and regulations.

The following table sets forth the plan's funded status and amounts recognized
in the Company's consolidated balance sheet:
<TABLE>
<CAPTION>
                                                               POST-MERGER
                                                         _______________________
                                                            December 31, 1997
                                                         _______________________
                                                         (Dollars in thousands)
<S>                                                                        <C>
Accumulated benefit obligation                                             $579
                                                         =======================

Plan assets at fair value, primarily bonds, common
 stocks, mortgage loans and short-term investments                           --
Projected benefit obligation for service rendered to date                  $956
                                                         _______________________
Pension liability                                                          $956
                                                         =======================

</TABLE>


                                   86
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

Net periodic pension cost included the following components:
<TABLE>
<CAPTION>
                                             POST-MERGER       POST-ACQUISITION
                                          ______________________________________
                                             For the period |    For the period
                                           October 25, 1997 |   January 1, 1997
                                                    through |           through
                                          December 31, 1997 |  October 24, 1997
                                          __________________| __________________
                                                   (Dollars in thousands)
<S>                                                    <C>  |              <C>
Service cost-benefits earned                                |
 during the period                                     $114 |              $568
Interest cost on projected                                  |
 benefit obligation                                      10 |                15
Net amortization and deferral                            -- |                 1
                                          __________________| __________________
Net periodic pension cost                              $124 |              $584
                                          ======================================
</TABLE>

The discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation
were 7.25% and 5.00%, respectively, at December 31, 1997.  The average
expected long term rate of return on plan assets was 9.00% in 1997.


9.   RELATED PARTY TRANSACTIONS

DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by the Company which as of December 31, 1997 are
sold primarily through six broker/dealer institutions.  For the periods
October 25, 1997, through December 31, 1997 and January 1, 1997 through
October 24, 1997, the Company paid commissions to DSI totaling $9,931,000
and $26,419,000, respectively ($9,995,000 for the period August 14, 1996
through December 31, 1996 and $17,070,000 for the period January 1, 1996
through August 13, 1996).  For the year ended December 31, 1995 commissions
paid by Golden American to DSI aggregated $8,440,000.

Golden American provides certain managerial and supervisory services to DSI.
Beginning in 1995, this fee was calculated as a percentage of average assets
in the variable separate accounts.  For the periods October 25, 1997 through
December 31, 1997 and January 1, 1997 through October 24, 1997, the fee was
$508,000 and $2,262,000, respectively.  For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13, 1996 the
fee was $877,000 and $1,390,000, respectively. This fee was $987,000 for 1995.

The Company has a service agreement with Equitable Investment Services, Inc.
("EISI"),  an affiliate, in which EISI provides investment management services.
Payments for these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1, 1997 through
October 24, 1997 and August 14, 1996 through December 31, 1996, respectively.

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


                                   87
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

Golden American provides certain advisory, computer and other resources and
services to Equitable Life. Revenues for these services which reduced general
expenses incurred by Golden American totaled $1,338,000 and $2,992,000 for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.  No services were provided by Golden
American in 1996.

The Company has a service agreement with Equitable Life in which Equitable Life
provides administrative and financial related services.  For the period October
25, 1997 through December 31, 1997 and January 1, 1997 through October 24,
1997, the Company incurred expenses of $13,000 and $16,000, respectively,
under this agreement.

The Company had premiums, net of reinsurance, for variable products from six
significant broker/dealers for the year ended December 31, 1997, that
totaled $445,300,000, or 71% of premiums ($298,000,000 or 67% from two
significant broker/dealers for the year ended December 31, 1996).  Included in
these amounts are premiums for 1997 of $26.2 million from LSSI, an affiliate.

SURPLUS NOTE:  On December 17, 1996, Golden American issued an 8.25% surplus
note in the amount of $25,000,000 to Equitable.  The note matures on December
17, 2026.  The note and accrued interest thereon shall be subordinate to
payments due to policyholders, claimant and beneficiary claims, as well as
debts owed to all other classes of debtors of Golden American.  Any payment of
principal made shall be subject to the prior approval of the Delaware Insurance
Commissioner.  Golden American incurred interest totaling $344,000 and
$1,720,000 for the period October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.  On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden acquiring 200,000
shares of common stock (100% of outstanding stock) of First Golden.

RECIPROCAL LOAN AGREEMENT:  Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING America"), a
Delaware corporation, and affiliate of EIC, to facilitate the handling of
unusual and/or unanticipated short-term cash requirements.  Under this
agreement, which became effective January 1, 1998 and expires December 31,
2007, Golden American and ING America can borrow up to $65,000,000 from one
another.  Interest on any Golden American borrowings is charged at the rate of
ING America's cost of funds for the interest period plus 0.15%.  Interest
on any ING America borrowings is charged at a rate based on the prevailing
interest rate of U.S. commercial paper available for purchase with a similar
arrangement.

LINE OF CREDIT:   Golden American maintained a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-term
cash requirements. Under this agreement which became effective December 1, 1996
and expired December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's monthly
average aggregate cost of short-term funds plus 1.00%.  Under this agreement,
the Company incurred interest expense of $213,000 for the period October 25,
1997 through December 31, 1997, $362,000 for the period January 1, 1997 through
October 24, 1997, and $85,000 for the period August 14, 1996 through December
31, 1996.  At December 31, 1997, $24,059,000 was outstanding under this
agreement.  The outstanding balance was repaid by a capital contribution.


STOCKHOLDER'S EQUITY:  On September 23, 1996, EIC Variable, Inc. contributed
$50,000,000 of Preferred Stock to the Company's additional paid-in capital.


                                   88
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

10.  COMMITMENTS AND CONTINGENCIES

CONTINGENT LIABILITY:  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 DSI and certain related assets for consideration with an
aggregate value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers Trust
against Mutual Benefit.  The ultimate value of these claims has not yet been
determined by the Superior Court of New Jersey and, prior to August 13, 1996,
was contingently supported by a $5,000,000 note payable from Golden American
and a $6,000,000 letter of credit from Bankers Trust.  Bankers Trust had
estimated that the contingent liability due from Golden American amounted to
$439,000 at August 13, 1996.  At August 13, 1996 the balance of the escrow
account established to fund the contingent liability was $4,293,000.

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

REINSURANCE:  At December 31, 1997, the Company had reinsurance treaties with
five unaffiliated reinsurers covering a significant portion of the mortality
risks under its variable contracts.  The Company remains liable to the extent
its reinsurers do not meet their obligations under the reinsurance agreements.
Reinsurance in force for life mortality risks were $96,686,000 and $58,368,000
at December 31, 1997 and 1996. At December 31, 1997, the Company has a net
payable of $11,000 for reserve credits, reinsurance claims or other receivables
from these reinsurers comprised of $240,000 for claims recoverable from
reinsurers and a payable of $251,000 for reinsurance premiums.  Included in the
accompanying financial statements are net considerations to reinsurers of
$326,000, $1,871,000, $875,000, $600,000 and $2,800,000 and net policy benefits
recoveries of $461,000, $1,021,000, $654,000, $1,267,000 and $3,500,000 for the
periods October 25, 1997 through December 31, 1997, January 1, 1997 through
October 24, 1997, August 14, 1996 through December 31, 1996, and January 1,
1996 through August 13, 1996 and the year ended 1995, respectively.

Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial
statements are presented net of the effects of the treaty which increased
income by $265,000, $335,000, $10,000 and $56,000 for the periods October
25, 1997 through December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996 through
August 13, 1996, respectively.  In 1995, net income was reduced by $109,000.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Company by life and
health guaranty associations in most states in which the Company is licensed
to cover losses of policyholders of insolvent or rehabilitated insurers.  In
some states, these assessments can be partially recovered through a reduction
in future premium taxes.  The Company cannot predict whether and to what
extent legislative initiatives may affect the right to offset.  Based upon
information currently available from the National Organization of Life and
Health Insurance Guaranty Associations (NOLHGA), the Company believes that
it is probable these insolvencies will result in future assessments which
could be material to the Company's financial statements if the Company's
reserve is not sufficient. The Company regularly reviews its reserve for
these insolvencies and updates its reserve based upon the Company's
interpretation of information from the NOLHGA annual report.  The associated
cost for a particular insurance company can vary significantly based upon
its fixed account premium volume by line of business and

                                   89
<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                              December 31, 1997

state premium levels
as well as its potential for premium tax offset. Accordingly, the Company
accrued and charged to expense an additional $141,000 for the period October
25, 1997 through December 31, 1997, $446,000 for the period January 1, 1997
through October 24, 1997, $291,000 for the period August 14, 1996 through
December 31, 1996 and $480,000 for the period January 1, 1996 through August
13, 1996.  At December 31, 1997, the Company has an undiscounted reserve of
$1,358,000 to cover estimated future assessments (net of related anticipated
premium tax credits) and has established an asset totaling $238,000 for
assessments paid which may be recoverable through future premium tax offsets.
The Company believes this reserve is sufficient to cover expected future
insurance guaranty fund assessments, based upon previous premiums, and known
insolvencies at this time.

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

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

OTHER COMMITMENTS:  At December 31, 1997, outstanding commitments to fund
mortgage loans on real estate totaled $1,825,000.

YEAR 2000 (UNAUDITED): Based on a study of its computer software and
hardware, the Company has determined its exposure to the Year 2000 change of
the century date issue.  Management believes the Company's systems are or
will be substantially compliant by Year 2000 and has engaged external
consultants to validate this assumption.  Golden American has spent
approximately $2,000 in 1997 related to the external consultants' analysis.
The projected cost to the Company for the external consultants' analysis is
approximately $130,000 to $170,000.  The only system known to be affected by
this issue is a system maintained by an affiliate who will incur the related
costs to make the system compliant.  To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, the Company will
be contacting significant customers, suppliers and other third parties.  To
the extent these third parties would be unable to transact business in the
Year 2000 and thereafter, the Company's operations could be adversely affected.


                                   90
<PAGE>
<PAGE>


- -----------------------------------------------------------------------
                    STATEMENT OF ADDITIONAL INFORMATION
- -----------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
          ITEM                                                     PAGE
                                                                   ----
          <S>                                                      <C>
          Introduction............................................   1
          Description of Golden American Life Insurance Company...   1
          Safekeeping of Assets...................................   1
          The Administrator.......................................   1
          Independent Auditors....................................   2
          Distribution of Contracts...............................   2
          Performance Information.................................   3
          IRA Withdrawal Option...................................   9
          Other Information.......................................   9
          Financial Statements of Separate Account................  10
          Appendix -- Description of Bond Ratings................. A-1
</TABLE>



- -----------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
THE PROSPECTUS.  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


G3770 VALUE 2/99

                                   91
<PAGE>
<PAGE>




             [THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                   92
<PAGE>
<PAGE>




                                 APPENDIX A

                  MARKET VALUE ADJUSTMENT EXAMPLES

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

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guarantee interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then Index
Rate for a 7 year guaranteed interest period ("J") is 8%; and that no
prior transfers or partial withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^ ( 2,555 / 365 ) - 1 ) = $11,535

   Therefore, the amount paid to you on full surrender ignoring any
   surrender charge is $112,695 ( $124,230 - $11,535 ).

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

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then Index
Rate for a 7 year guaranteed interest period ("J") is 6%; and that no
prior transfers or partial withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1. The contract value of the Fixed Interest Allocation on the date of
      surrender is $124,230
      ( $100,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^ ( 2,555 / 365 ) - 1 ) = $4,141

   Therefore, the amount paid to you on full surrender ignoring any
   surrender charge is $128,371 ( $124,230 + $4,141 ).

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

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate ("I") of 7%; that a partial withdrawal of
$112,695 is requested 3 years into the guaranteed interest period; that
the then Index Rate ("J") for a 7 year guaranteed interest period is 8%;
and that no prior transfers or partial withdrawals affecting this
Fixed Interest Allocation have been made.

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

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      (( $112,695 / ( 1.07 / 1.0850 ) ^ ( 2,555 / 365 )) = $124,230

                                   A1
<PAGE>
<PAGE>


   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0850 ) ^ ( 2,555 / 365 ) - 1 ) = $11,535

   Therefore, the amount of the withdrawal paid to you is
$112,695, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the
Market Value Adjustment of $11,535, for a total reduction in the
Fixed Interest Allocation of $124,230.

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

   Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%,
an initial Index Rate of 7%; that a partial withdrawal of $128,371
requested 3 years into the guaranteed interest period; that the then Index
Rate ("J") for a 7 year guaranteed interest period is 6%; and that no
prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

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

   1. The contract value of Fixed Interest Allocation on the date of
      surrender is $248,459
      ( $200,000 X 1.075 ^ 3 )
   2. N = 2,555 ( 365 X 7 )
   3. Amount that must be withdrawn =
      (( $128,371 / ( 1.07 / 1.0650 ) ^ ( 2,555 / 365 )) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0650 ) ^ ( 2,555 / 365 ) - 1 ) = $4,141

   Therefore, the amount of the partial withdrawal paid to you is
$128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the partial withdrawal, $128,371, but increased by the
Market Value Adjustment of $4,141, for a total reduction in the
Fixed Interest Allocation of $124,230.

                                   A2
<PAGE>
<PAGE>



                            APPENDIX B

          SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE


The following assumes you made an initial premium payment of $25,000
and additional premium payments of $25,000 in each of the second and
third contract years, for total premium payments under the Contract of
$75,000.  It also assumes a withdrawal at the beginning of the fifth
contract year of 30% of the contract value of $90,000.

In this example, $15,000 (maximum of $15,000 or $75,000 x .10) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge.  The total withdrawal would
be $27,000 ($90,000 x .30).  Therefore, $12,000 ($27,000 - $15,000) is
considered an excess withdrawal of a part of the initial premium
payment of $25,000 and would be subject to a 4% surrender charge of
$480 ($12,000 x .04).  This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

                                   B1
<PAGE>
<PAGE>



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

G3770 VALUE 2/99

<PAGE>
<PAGE>

PART B

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


                          DEFERRED COMBINATION VARIABLE
                           AND FIXED ANNUITY CONTRACT

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

                                       OF
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


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

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

                             DATE OF PROSPECTUS AND
                      STATEMENT OF ADDITIONAL INFORMATION:

                               February [12], 1999

<PAGE>
<PAGE>
TABLE OF CONTENTS

ITEM                                                                  PAGE

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

<PAGE>
<PAGE>
INTRODUCTION

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


              DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

Golden American Life Insurance Company ("Golden American") is a stock
life insurance company organized under the laws of the State of Delaware.
On August 13, 1996, Equitable of Iowa Companies, Inc. (formerly Equitable
of Iowa Companies)("EIC")acquired all of the interest in Golden American
and Directed Services, Inc. On October 24, 1997, Equitable of Iowa Companies
and ING Groep N.V. ("ING") completed a merger agreement with Equitable of
Iowa becoming a wholly owned subsidiary of ING. ING, headquartered in The
Netherlands, is a global financial services holding company with over
$307.6 billion in assets as of December 31, 1997.

As of December 31, 1997, Golden American had approximately $227.3 million
in stockholder's equity and approximately $2.4 billion in total assets,
including approximately $1.6 billion of separate account assets. Golden
American is authorized to do business in all jurisdictions except New York.
Golden American offers variable annuities and variable life insurance.
Golden American has formed a subsidiary, First Golden American Life Insurance
Company of New York ("First Golden"), who currently writes variable
annuity business 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, 1997, Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American became parties to a service
agreement pursuant to which Equitable Life agreed to provide certain
accounting, actuarial, tax, underwriting, sales, management and other
services to Golden American.  Expenses incurred by Equitable Life in
relation to this service agreement were reimbursed by Golden American
on an allocated cost basis.  No charges were billed to Golden American
by Equitable Life pursuant to the service agreement in 1997.


                                   1
<PAGE>
<PAGE>


                              INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors, will perform annual audits of Golden
American and the Account.

                            DISTRIBUTION OF CONTRACTS

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

Directed Services, Inc., an affiliate of the Depositor, 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, from December 31, 1994 through December 31, 1996, were
sold primarily through two broker/dealer institutions, and during the year
ended December 1997 were sold primarily through six broker/dealer institutions.
For the years ended 1997, 1996 and 1995 commissions paid by Golden American to
Directed Services, Inc. aggregated $36,351,000, $27,065,000 and $8,440,000,
respectively.  Directed Services, Inc. is located at 1001 Jefferson Street,
suite 400, Wilmington, Delaware  19801.

Golden American provided to Directed Services, Inc. certain of its personnel to
perform management, administrative and clerical services and the use of certain
facilities.  Golden American charged Directed Services, Inc. for such expenses
and all other general and administrative costs,

                                   2
<PAGE>
<PAGE>
first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of Directed Services, Inc.  In the opinion of management,
this method of cost allocation is reasonable.  In 1995, the service agreement
between Directed Services, Inc. and Golden American was amended to provide for
a management fee from Directed Services, Inc. to Golden American for managerial
and supervisory services provided by Golden American.  This fee, calculated as
a percentage of average assets in the variable separate accounts, was
$2,770,000, $2,267,000 and $987,000 for the years ended 1997, 1996 and 1995,
respectively.


                             PERFORMANCE INFORMATION

Performance information for the subaccounts of Account B, including yields,
standard annual returns and other non standard measures of performance of
all subaccounts, may appear in reports or promotional literature to current
or prospective owners.  Such non standard measures of performance will be
computed, or accompanied by performance data computed, in accordance with
standards defined by the SEC.  Negative values are denoted by minus signs
("-").  Performance information for measures other than total return do not
reflect any applicable premium tax that can range from 0% to 3.5%.  As
described in the prospectus, five death benefit options are available.
The following performance values reflect the election at issue of the 7%
Solution Enhanced Death Benefit Option providing values reflecting
the highest aggregate contract charges.  If one of the other death benefit
options had been elected, the historical performance values would be higher
than those represented in the examples.

No contracts offered by this prospectus and Statement of Additional Information
were issued as of the date of this Statement of Additional Information.
Therefore, the performance illustrations below are based on hypothetical
investments, in each subaccount from the date of the underlying portfolio
inception.

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

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

The hypothetical current yield and effective yield of the Liquid Asset
subaccount for the 7-day period December 25, 1997 to December 31, 1997
were 3.83% and 3.90%, respectively.


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

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

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

          Where:
               [a]  equals the net investment income earned during the
                    period by the investment portfolio attributable to
                    shares owned by a subaccount
               [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 accumulation unit value
               [d]  equals the value (maximum offering price) per accumulation
                    unit value on the last day of the period

Yield on subaccounts of Account B is earned from the increase in net asset
value of shares of the investment portfolio in which the subaccount invests and
from dividends declared and paid by the investment portfolio, which are
automatically reinvested in shares of the investment portfolio.

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

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

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


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

The hypothetical Average Annualized Total Return for the subaccounts presented
on a standardized basis for the year ending December 31, 1997 were as follows:

<TABLE>
<CAPTION>
Average Annualized Total Return for Periods Ending 12/31/97  -- Standardized
- ----------------------------------------------------------------------------
Division                  One Year Period    Five Year Period   Inception to       Inception Date
                          Ending 12/31/97    Ending 12/31/97    Ending 12/31/97
- --------                  ---------------    ----------------   ---------------    --------------
<S>                          <C>                 <C>                 <C>              <C>
Multiple Allocation           9.81%               8.68%*              8.41%*          01/25/89
Fully Managed                 7.75%               7.98%*              7.87%*          01/25/89
Capital Appreciation         21.17%              14.49%*             14.69%*          05/04/92
Rising Dividends             22.03%                n/a               17.30%           10/04/93
All-Growth                   -1.61%               1.97%*              4.07%*          01/25/89
Real Estate                  15.09%              17.22%*             11.05%*          01/25/89
Hard Assets                  -1.31%              17.14%*              8.42%*          01/25/89
Global Fixed Income*         -6.74%                n/a                4.06%           10/07/94
Value Equity                 19.52%                n/a               20.94%           01/01/95
Strategic Equity             15.45%                n/a               15.01%           10/02/95
Small Cap                     2.79%                n/a               10.86%           01/02/96
   
    
Mid-Cap Growth*              12.00%                n/a               20.04%           10/07/94
Research*                    12.46%                n/a               20.68%           10/07/94
Total Return*                13.19%                n/a               14.75%           10/07/94
Growth & Income              17.41%                n/a               25.23%           04/01/96
Value + Growth*               8.16%                n/a               13.25%           04/01/96
Limited Maturity Bond        -0.81%               2.31%*              5.33%*          01/25/89
Liquid Asset                 -2.37%               2.34%*              3.70%*          01/25/89
Growth Opportunities**         n/a                 n/a                 n/a            02/19/98
Developing World**             n/a                 n/a                 n/a            02/19/98


PIMCO High Yield Bond**        n/a                 n/a                 n/a            05/01/98
PIMCO StocksPLUS Growth        n/a                 n/a                 n/a            05/01/98
and Income**
   
International Equity          9.62%                n/a%               4.04%                04/01/96
    
</TABLE>

- ----------------------------------------------------------------------------
*  Total return calculation reflects partial waiver of fees and expenses.

** Subaccount commenced operations after December 31, 1997

                                   5
<PAGE>
<PAGE>
NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS
Quotations of non-standard average annual total return for any subaccount 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 ten
years (or, if less, up to the life of the subaccount), calculated pursuant to
the formula:

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

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

Average Annualized Total Return for the subaccounts presented on a non-
standardized basis for the year ending December 31, 1997 were as follows:

<TABLE>
<CAPTION>
The hypothetical Average Annualized Total Return for Year Ending 12/31/97 -- Non-Standardized
- -------------------------------------------------------------------------------
Division                  One Year Period    Five Year Period   Inception to       Inception Date
                          Ending 12/31/97    Ending 12/31/97    Ending 12/31/97
- --------                  ---------------    ----------------   ---------------    --------------

<S>                          <C>                 <C>                 <C>              <C>
Multiple Allocation          15.85%               9.28%*              8.43%*          01/25/89
Fully Managed                13.79%               8.59%*              7.90%*          01/25/89
Capital Appreciation         27.21%              14.98%*             14.99%*          05/04/92
Rising Dividends             28.07%                n/a               17.89%           10/04/93
All-Growth                    4.44%               2.74%*              4.11%*          01/25/89
Real Estate                  21.13%              17.67%*             11.07%*          01/25/89
Hard Assets                   4.73%              17.58%*              8.44%*          01/25/89
Global Fixed*                -0.69%                n/a                5.50%           10/07/94
Value Equity                 25.56%                n/a               22.33%           01/01/95
Strategic Equity             21.49%                n/a               17.27%           10/02/95
Small Cap                     8.84%                n/a               13.60%           01/02/96
   
    
Mid-Cap Growth*              18.05%                n/a               21.09%           10/07/94
Research*                    18.50%                n/a               21.72%           10/07/94
Total Return*                19.23%                n/a               15.91%           10/07/94
Growth & Income              23.46%                n/a               28.06%           04/01/96
Value + Growth*              14.20%                n/a               16.37%           04/01/96
Limited Maturity Bond         5.23%               4.04%*              5.36%*          01/25/89
Liquid Asset                  3.62%               2.97%*              3.73%*          01/25/89
Growth Opportunities**         n/a                 n/a                 n/a            02/19/98
Developing World**             n/a                 n/a                 n/a            02/19/98

PIMCO High Yield Bond**        n/a                 n/a                 n/a            05/01/98
PIMCO StocksPLUS Growth
and Income**                   n/a                 n/a                 n/a            05/01/98
   
International Equity          3.57%                n/a               -0.50%                 04/01/96
    
</TABLE>

- -------------------------------------------------------------------------------
*  Total return calculation reflects partial waiver of fees and expenses.

** Subaccount commenced operations after December 31, 1997.

Performance information for a subaccount 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 subaccount reflects only the performance of a
hypothetical contract under which contract value is allocated to a
subaccount 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 investment portfolio
of the GCG Trust, the PIMCO Trust and the Warburg Pincus Trust in which the
Account B subaccounts 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 subaccount derived from rankings of variable
annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by other rating services, companies, publications, or
other persons who rank separate accounts or other investment products on
overall performance or other criteria.

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

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

ACCUMULATION UNIT VALUE
We use accumulation unit value to calculate the value of a Contract. Each
subaccount has its own accumulation unit value. The calculation of the
accumulation unit value is discussed in the prospectus for the Contracts
under Performance Information. The following illustrations show a calculation
of a new accumulation unit value and the purchase of accumulation units (using
hypothetical examples). Note that the examples below are calculated for a
Contract issued with the 7% Solution Enhanced Death Benefit, the death
benefit option with the highest mortality and expense risk charge.
The mortality and expense risk charge associated with the 3% and 5% Solution
Enhanced Death Benefits, the Annual Ratchet Enhanced Death Benefit, and the
Standard Death Benefit are lower than that used in the examples and would
result in higher accumulation unit values or contract values.

     1.  Accumulation unit value, 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 . . . . . . .       0.003308
     6.  Less asset based administrative charge. . . . . . . .       0.000411
     7.  Net investment return (4) minus (5) minus (6) . . . .       0.006281
     8.  Net investment factor (1.000000) plus (7) . . . . . .       1.006281
     9.  Accumulation unit value, end of period (1)
          multiplied by (8). . . . . . . . . . . . . . . . . .   $  10.06281

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

     1.  Initial premium payment . . . . . . . . . . . . . . .   $      1,000
     2.  Accumulation unit value, on effective date
          of purchase (see Example 1). . . . . . . . . . . . .   $      10.00
     3.  Number of accumulation units purchased (1)
          divided by (2) . . . . . . . . . . . . . . . . . . .            100
     4.  For business day following purchase
         (see Example 1) . . . . . . . . . . . . . . . . . . .   $   10.06281
     5.  Contract value for business day
         following purchase (3) multiplied by (4). . . . . . .   $   1,006.28

                                   8
<PAGE>
<PAGE>
                          IRA PARTIAL WITHDRAWAL OPTION

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

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

                                OTHER INFORMATION

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


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

The unaudited financial statements of Separate Account B for the period ended
September 30, 1998 are included in this Statement of Additional Information.


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

       Report of Independent Auditors
       Audited Financial Statements
       Statement of Assets and Liability as of December 31, 1997
       Statement of Operations for the Year Ended December 31, 1997
       Statements of Changes in Net Assets for the Years Ended
       December 31, 1996 and 1997
       Notes to Financial Statements
<PAGE>
<PAGE>









































                             Financial Statements

                   Golden American Life Insurance Company
                        Separate Account B (Unaudited)

                    Periods ended September 30, 1998 and
                              December 31, 1997





















































				
                   Golden American Life Insurance Company
                              Separate Account B

                             Financial Statements


            Periods ended September 30, 1998 and December 31, 1997




Table of Contents

Unaudited Financial Statements

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




































	



                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                 STATEMENT OF ASSETS AND LIABILITY (Unaudited)
                             SEPTEMBER 30, 1998
                           (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    COMBINED
                                                                  ____________
<S>                                                                  <C>
ASSETS
 Investments at net asset value:
  The GCG Trust:
     Liquid Asset Series,
      174,541,999 shares (cost - $174,542)                           $174,542
     Limited Maturity Bond Series,
      8,801,293 shares (cost - $93,632)                                96,550
     Hard Assets Series,
      2,870,226 shares (cost - $45,123)                                30,568
     All-Growth Series,
      5,351,541 shares (cost - $70,945)                                64,114
     Real Estate Series,
      4,566,204 shares (cost - $69,959)                                72,694
     Fully Managed Series,
      12,669,852 shares (cost - $181,587)                             204,238
     Multiple Allocation Series,
      19,446,965 shares (cost - $241,112)                             260,977
     Capital Appreciation Series,
      12,178,359 shares (cost - $184,348)                             208,859
     Rising Dividends Series,
      18,571,848 shares (cost - $328,563)                             362,152
     Emerging Markets Series,
      3,447,037 shares (cost - $33,096)                                19,717
     Market Manager Series,
      396,812 shares (cost - $4,321)                                    6,519
     Value Equity Series,
      7,211,315 shares (cost - $110,661)                              100,669
     Strategic Equity Series,
      4,984,661 shares (cost - $62,293)                                59,417
     Small Cap Series,
      6,462,777 shares (cost - $84,744)                                80,719
     Managed Global Series,
      8,953,942 shares (cost - $103,922)                              108,522
     Mid-Cap Growth Series,
      5,088,114 shares (cost - $86,095)                                74,592
     Growth & Income Series,
      9,692,554 shares (cost - $144,367)                              127,554
     Research Series,
      10,246,290 shares (cost - $197,708)                             171,522
     Total Return Series,
      10,575,594 shares (cost - $167,194)                             157,366
     Value + Growth Series,
      7,485,760 shares (cost - $107,037)                               94,696
     Global Fixed Income Series,
      513,233 shares (cost - $5,493)                                    5,763
 
 
</TABLE>
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                 STATEMENT OF ASSETS AND LIABILITY (Unaudited)
                             SEPTEMBER 30, 1998
                                (continued)
                          (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    COMBINED
                                                                  ____________
<S>                                                                <C>
ASSETS - CONTINUED
 Investments at net asset value:
  The GCG Trust:
     Developing World Series,
      301,487 shares (cost - $2,231)                                   $2,027
     Growth Opportunities Series,
      443,753 shares (cost - $4,301)                                    3,714
  PIMCO Variable Insurance Trust:
     PIMCO High Yield Bond Portfolio,
      2,819,458 shares (cost - $27,570)                                26,953
     PIMCO StocksPLUS Growth and Income Portfolio,
      1,630,950 shares (cost - $18,186)                                17,140
  Greenwich Street Series Fund:
     Appreciation Portfolio,
      44,711 shares (cost - $904)                                         809
  Travelers Series Fund Inc.:
     Smith Barney High Income Portfolio,
      61,479 shares (cost - $843)                                         759
     Smith Barney Large Cap Value Portfolio,
      33,157 shares (cost - $661)                                         588
     Smith Barney International Equity Portfolio,
      22,550 shares (cost - $319)                                         272
     Smith Barney Money Market Portfolio,
      441,831 shares (cost - $442)                                        442
  Warburg Pincus Trust:
     International Equity Portfolio,
      3,432,293 shares (cost - $33,813)                                33,866
                                                                  ____________
     TOTAL ASSETS (cost - $2,586,012)                               2,568,320
 
LIABILITY
  Payable to Golden American Life Insurance Company
   for charges and fees                                                 1,543
                                                                  ____________
     TOTAL NET ASSETS                                              $2,566,777
                                                                  ============
NET ASSETS
  For variable annuity insurance contracts                         $2,555,928
  Retained in Separate Account B by Golden American
   Life Insurance Company                                              10,849
                                                                  ____________
     TOTAL NET ASSETS                                              $2,566,777
                                                                  ============
</TABLE>




See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                            Limited
                                                 Liquid    Maturity     Hard
                                                 Asset       Bond      Assets
                                                Division   Division   Division
                                               ________________________________
<S>                                               <C>         <C>     <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                      $3,679         --         -- 
   Capital gains distributions                        --         --         -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                          3,679         --         -- 
 
  Expenses:
   Mortality and expense risk and other charges      989       $595       $363
   Annual administrative charges                      53         35         11
   Minimum death benefit guarantee charges             5          1          1
   Contingent deferred sales charges                 213         48         31
   Other contract charges                              7          2          2
   Amortization of deferred charges related to:
    Deferred sales load                              499        301        136
    Premium taxes                                      3          6          3
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                     1,769        988        547
   Fees waived by Golden American                      5          9          4
                                               ________________________________
  NET EXPENSES                                     1,764        979        543
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                     1,915       (979)      (543)
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments             --         45     (3,826)
  Net unrealized appreciation
   (depreciation) of investments                      --      4,373     (8,821)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                        $1,915     $3,439   ($13,190)
                                               ================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 

 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                 All-       Real       Fully
                                                Growth     Estate     Managed
                                               Division   Division    Division
                                               ________________________________
<S>                                            <C>        <C>           <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                         --         --          -- 
   Capital gains distributions                       --         --          -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                            --         --          -- 
 
  Expenses:
   Mortality and expense risk and other charges    $663       $734      $1,710
   Annual administrative charges                     29         25          83
   Minimum death benefit guarantee charges            1          1           2
   Contingent deferred sales charges                 30         29          39
   Other contract charges                             1          1           4
   Amortization of deferred charges related to:
    Deferred sales load                             326        229         676
    Premium taxes                                     7          5          16
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                    1,057      1,024       2,530
   Fees waived by Golden American                    10          6          19
                                               ________________________________
  NET EXPENSES                                    1,047      1,018       2,511
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                   (1,047)    (1,018)     (2,511)
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments           431      2,809       1,442
  Net unrealized appreciation
   (depreciation) of investments                 (9,824)   (13,671)      1,928
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                     ($10,440)  ($11,880)       $859
                                               ================================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
 
</TABLE>


See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                Multiple    Capital
                                                Alloca-    Apprecia-   Rising
                                                  tion       tion    Dividends
                                                Division   Division   Division
                                               ________________________________
<S>                                               <C>      <C>        <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          --         --         -- 
   Capital gains distributions                        --         --         -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                             --         --         -- 
 
  Expenses:
   Mortality and expense risk and other charges   $2,215     $1,934     $3,117
   Annual administrative charges                     113         83        151
   Minimum death benefit guarantee charges             7          2          3
   Contingent deferred sales charges                  67         35         77
   Other contract charges                              9          7         11
   Amortization of deferred charges related to:
    Deferred sales load                            1,399        839        690
    Premium taxes                                     31         25         10
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                     3,841      2,925      4,059
   Fees waived by Golden American                     26         27         19
                                               ________________________________
  NET EXPENSES                                     3,815      2,898      4,040
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                    (3,815)    (2,898)    (4,040)
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments          1,890      5,899      3,105
  Net unrealized appreciation
   (depreciation) of investments                   4,623    (14,456)   (27,898)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                        $2,698   ($11,455)  ($28,833)
                                               ================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                Emerging   Market      Value
                                                Markets    Manager     Equity
                                                Division  Division    Division
                                               ________________________________
<S>                                             <C>           <C>     <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          --        --          -- 
   Capital gains distributions                        --        --          -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                             --        --          -- 
 
  Expenses:
   Mortality and expense risk and other charges     $269        --      $1,028
   Annual administrative charges                       7        $1          43
   Minimum death benefit guarantee charges             1        --           1
   Contingent deferred sales charges                  14        --          26
   Other contract charges                             --        --           2
   Amortization of deferred charges related to:
    Deferred sales load                              124        33         174
    Premium taxes                                      2        --           2
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                       417        34       1,276
   Fees waived by Golden American                      3        --           3
                                               ________________________________
  NET EXPENSES                                       414        34       1,273
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                      (414)      (34)     (1,273)
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments         (2,906)      136         667
  Net unrealized appreciation
   (depreciation) of investments                  (8,136)     (117)    (17,592)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                      ($11,456)     ($15)   ($18,198)
                                               ================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                               Strategic    Small      Managed
                                                 Equity      Cap        Global
                                                Division   Division    Division
                                               _________________________________
<S>                                             <C>         <C>          <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          --         --          -- 
   Capital gains distributions                        --         --          -- 
                                               _________________________________
  TOTAL INVESTMENT INCOME                             --         --          -- 
 
  Expenses:
   Mortality and expense risk and other charges     $621       $769      $1,081
   Annual administrative charges                      22         37          43
   Minimum death benefit guarantee charges             1         --           1
   Contingent deferred sales charges                  40         28          43
   Other contract charges                             --          3           3
   Amortization of deferred charges related to:
    Deferred sales load                              108         93         401
    Premium taxes                                      1          1           8
                                               _________________________________
  TOTAL EXPENSES BEFORE WAIVER                       793        931       1,580
   Fees waived by Golden American                      4          2           9
                                               _________________________________
  NET EXPENSES                                       789        929       1,571
                                               _________________________________
  NET INVESTMENT INCOME (LOSS)                      (789)      (929)     (1,571)
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments          1,085      1,557       4,817
  Net unrealized appreciation
   (depreciation) of investments                 (10,398)    (9,242)      1,064
                                               _________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                      ($10,102)   ($8,614)     $4,310
                                               =================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                Mid-Cap   Growth &
                                                 Growth    Income     Research
                                                Division  Division    Division
                                               ________________________________
<S>                                              <C>      <C>         <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                      $4,346    $3,956     $12,011
   Capital gains distributions                        --        --          -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                          4,346     3,956      12,011
 
  Expenses:
   Mortality and expense risk and other charges      541     1,037       1,115
   Annual administrative charges                      35        65          82
   Minimum death benefit guarantee charges             1         1          -- 
   Contingent deferred sales charges                  13        24          34
   Other contract charges                              1         1           4
   Amortization of deferred charges related to:
    Deferred sales load                               40        73          58
    Premium taxes                                     --         1           1
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                       631     1,202       1,294
   Fees waived by Golden American                      1         3           2
                                               ________________________________
  NET EXPENSES                                       630     1,199       1,292
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                     3,716     2,757      10,719
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments            529       276         813
  Net unrealized appreciation
   (depreciation) of investments                 (12,290)  (18,062)    (26,574)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       ($8,045) ($15,029)   ($15,042)
                                               ================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                       Global
                                                 Total      Value +    Fixed
                                                 Return     Growth     Income
                                                Division   Division   Division
                                               ________________________________
<S>                                              <C>        <C>           <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                      $9,551     $5,951       $128
   Capital gains distributions                        --         --         -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                          9,551      5,951        128
 
  Expenses:
   Mortality and expense risk and other charges      990        670         26
   Annual administrative charges                      73         43          2
   Minimum death benefit guarantee charges            --          1         -- 
   Contingent deferred sales charges                  36         17          2
   Other contract charges                              1          1         -- 
   Amortization of deferred charges related to:
    Deferred sales load                               38         31         -- 
    Premium taxes                                      1          1         -- 
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                     1,139        764         30
   Fees waived by Golden American                      2          2         -- 
                                               ________________________________
  NET EXPENSES                                     1,137        762         30
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                     8,414      5,189         98
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments            138        122         11
  Net unrealized appreciation
   (depreciation) of investments                 (10,240)   (10,911)       280
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       ($1,688)   ($5,600)      $389
                                               ================================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
</TABLE>


See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       PIMCO
                                                            Growth      High
                                               Developing   Oppor-     Yield
                                                 World     tunities     Bond
                                                Division   Division   Division
                                                  (a)         (a)       (c)
                                               ________________________________
<S>                                                <C>        <C>        <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          --         --       $336
   Capital gains distributions                        --         --         -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                             --         --        336
 
  Expenses:
   Mortality and expense risk and other charges       $7        $13         67
   Annual administrative charges                       1          2         10
   Minimum death benefit guarantee charges            --         --         -- 
   Contingent deferred sales charges                  --         --          9
   Other contract charges                             --         --         -- 
   Amortization of deferred charges related to:
    Deferred sales load                               --         --          3
    Premium taxes                                     --         --         -- 
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                         8         15         89
   Fees waived by Golden American                     --         --         -- 
                                               ________________________________
  NET EXPENSES                                         8         15         89
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                        (8)       (15)       247
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments           (211)        (4)      (156)
  Net unrealized appreciation
   (depreciation) of investments                    (204)      (587)      (617)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                         ($423)     ($606)     ($526)
                                               ================================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
</TABLE>

See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)

            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                 PIMCO
                                               StocksPLUS              Smith
                                                 Growth                Barney
                                                  and       Appre-      High
                                                 Income     ciation    Income
                                                Division   Division   Division
                                                  (b)
                                               ________________________________
<S>                                              <C>           <C>        <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                        $121         $8        $37
   Capital gains distributions                        --         33          8
                                               ________________________________
  TOTAL INVESTMENT INCOME                            121         41         45
 
  Expenses:
   Mortality and expense risk and other charges       39          6          5
   Annual administrative charges                       8          1         -- 
   Minimum death benefit guarantee charges            --         --         -- 
   Contingent deferred sales charges                  --         --         -- 
   Other contract charges                             --         --         -- 
   Amortization of deferred charges related to:
    Deferred sales load                                2         --         -- 
    Premium taxes                                     --         --         -- 
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                        49          7          5
   Fees waived by Golden American                     --         --         -- 
                                               ________________________________
  NET EXPENSES                                        49          7          5
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                        72         34         40
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments            (73)         2          9
  Net unrealized appreciation
   (depreciation) of investments                  (1,046)       (86)       (87)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       ($1,047)      ($50)      ($38)
                                               ================================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
</TABLE>
See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
 
                                                 Smith       Smith
                                                 Barney     Barney     Smith
                                                 Large      Inter-     Barney
                                                  Cap      national    Money
                                                 Value      Equity     Market
                                                Division   Division   Division
                                               ________________________________
<S>                                                 <C>        <C>         <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          $6         --        $16
   Capital gains distributions                        16         --         -- 
                                               ________________________________
  TOTAL INVESTMENT INCOME                             22         --         16
 
  Expenses:
   Mortality and expense risk and other charges        5         $3          4
   Annual administrative charges                       1         --         -- 
   Minimum death benefit guarantee charges            --         --         -- 
   Contingent deferred sales charges                  --         --         -- 
   Other contract charges                             --         --         -- 
   Amortization of deferred charges related to:
    Deferred sales load                               --         --         -- 
    Premium taxes                                     --         --         -- 
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                         6          3          4
   Fees waived by Golden American                     --         --         -- 
                                               ________________________________
  NET EXPENSES                                         6          3          4
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                        16         (3)        12
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments              2         --         -- 
  Net unrealized appreciation
   (depreciation) of investments                     (80)       (42)        -- 
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                          ($62)      ($45)       $12
                                               ================================
 
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
</TABLE>
See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENT OF OPERATIONS (Unaudited)
            For the period ended September 30, 1998, Except as Noted
                                 (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
 
 
                                                         Inter-
                                                        national
                                                         Equity
                                                        Division    Combined
                                                       _______________________
<S>                                                      <C>        <C>
NET INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                                  --      $40,146
   Capital gains distributions                                --           57
                                                       _______________________
  TOTAL INVESTMENT INCOME                                     --       40,203
 
  Expenses:
   Mortality and expense risk and other charges             $218       20,834
   Annual administrative charges                              14        1,073
   Minimum death benefit guarantee charges                    --           30
   Contingent deferred sales charges                           4          859
   Other contract charges                                     --           60
   Amortization of deferred charges related to:
    Deferred sales load                                       --        6,273
    Premium taxes                                             --          124
                                                       _______________________
  TOTAL EXPENSES BEFORE WAIVER                               236       29,253
   Fees waived by Golden American                             --          156
                                                       _______________________
  NET EXPENSES                                               236       29,097
                                                       _______________________
  NET INVESTMENT INCOME (LOSS)                              (236)      11,106
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments                 (4,798)      13,811
  Net unrealized appreciation
   (depreciation) of investments                             146     (188,567)
                                                       _______________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                               ($4,888)   ($163,650)
                                                       =======================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
 
 
 
 
</TABLE>
See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                               Except as Noted
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Liquid
                                                                       Asset
                                                                      Division
                                                                     __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                          $37,476
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                             970
  Net realized gain (loss) on investments                                   -- 
  Net unrealized appreciation (depreciation) of investments                 -- 
                                                                     __________
  Net increase (decrease) in net assets resulting from operations          970
 
 Changes from principal transactions:
  Purchase payments                                                     29,455
  Contract distributions and terminations                              (18,096)
  Transfer payments from (to) Fixed Accounts and other Divisions         7,253
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               196
                                                                     __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         18,808
                                                                     __________
 Total increase (decrease)                                              19,778
                                                                     __________
NET ASSETS AT DECEMBER 31, 1997                                         57,254
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



                       GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Liquid
                                                                       Asset
                                                                      Division
                                                                     __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          $1,915
  Net realized gain (loss) on investments                                   -- 
  Net unrealized appreciation (depreciation) of investments                 -- 
                                                                     __________
  Net increase (decrease) in net assets resulting from operations        1,915
 
 Changes from principal transactions:
  Purchase payments                                                    162,108
  Contract distributions and terminations                              (28,364)
  Transfer payments from (to) Fixed Accounts and other Divisions       (18,443)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                12
                                                                     __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        115,313
                                                                     __________
 Total increase (decrease)                                             117,228
                                                                     __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $174,482
                                                                     ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Limited
                                                                     Maturity
                                                                       Bond
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $54,334
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          2,703
  Net realized gain (loss) on investments                                 139
  Net unrealized appreciation (depreciation) of investments              (690)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,152
 
 Changes from principal transactions:
  Purchase payments                                                     5,847
  Contract distributions and terminations                              (8,648)
  Transfer payments from (to) Fixed Accounts and other Divisions       (1,150)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (68)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (4,019)
                                                                    __________
 Total increase (decrease)                                             (1,867)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        52,467
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Limited
                                                                     Maturity
                                                                       Bond
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($979)
  Net realized gain (loss) on investments                                  45
  Net unrealized appreciation (depreciation) of investments             4,373
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,439
 
 Changes from principal transactions:
  Purchase payments                                                    26,844
  Contract distributions and terminations                              (6,428)
  Transfer payments from (to) Fixed Accounts and other Divisions       20,180
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                7
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        40,603
                                                                    __________
 Total increase (decrease)                                             44,042
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $96,509
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Hard
                                                                      Assets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $43,301
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          8,570
  Net realized gain (loss) on investments                               3,106
  Net unrealized appreciation (depreciation) of investments            (9,738)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,938
 
 Changes from principal transactions:
  Purchase payments                                                     6,936
  Contract distributions and terminations                              (5,699)
  Transfer payments from (to) Fixed Accounts and other Divisions         (886)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (87)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           264
                                                                    __________
 Total increase (decrease)                                              2,202
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        45,503
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Hard
                                                                      Assets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($543)
  Net realized gain (loss) on investments                              (3,826)
  Net unrealized appreciation (depreciation) of investments            (8,821)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (13,190)
 
 Changes from principal transactions:
  Purchase payments                                                     6,015
  Contract distributions and terminations                              (3,635)
  Transfer payments from (to) Fixed Accounts and other Divisions       (4,152)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                9
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (1,763)
                                                                    __________
 Total increase (decrease)                                            (14,953)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $30,550
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    All-Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $76,842
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            490
  Net realized gain (loss) on investments                                 556
  Net unrealized appreciation (depreciation) of investments             1,550
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,596
 
 Changes from principal transactions:
  Purchase payments                                                     7,441
  Contract distributions and terminations                             (10,832)
  Transfer payments from (to) Fixed Accounts and other Divisions       (4,053)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (256)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (7,700)
                                                                    __________
 Total increase (decrease)                                             (5,104)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        71,738
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    All-Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($1,047)
  Net realized gain (loss) on investments                                 431
  Net unrealized appreciation (depreciation) of investments            (9,824)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (10,440)
 
 Changes from principal transactions:
  Purchase payments                                                    11,958
  Contract distributions and terminations                              (7,079)
  Transfer payments from (to) Fixed Accounts and other Divisions       (2,106)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                5
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         2,778
                                                                    __________
 Total increase (decrease)                                             (7,662)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $64,076
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>











See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Real
                                                                      Estate
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $50,681
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          3,901
  Net realized gain (loss) on investments                               2,621
  Net unrealized appreciation (depreciation) of investments             5,391
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      11,913
 
 Changes from principal transactions:
  Purchase payments                                                    14,095
  Contract distributions and terminations                              (5,798)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,766
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               43
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        12,106
                                                                    __________
 Total increase (decrease)                                             24,019
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        74,700
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Real
                                                                      Estate
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($1,018)
  Net realized gain (loss) on investments                               2,809
  Net unrealized appreciation (depreciation) of investments           (13,671)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (11,880)
 
 Changes from principal transactions:
  Purchase payments                                                    22,591
  Contract distributions and terminations                              (5,013)
  Transfer payments from (to) Fixed Accounts and other Divisions       (7,750)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               12
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         9,840
                                                                    __________
 Total increase (decrease)                                             (2,040)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $72,660
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Fully
                                                                     Managed
                                                                     Division
                                                                    __________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1997                                        $134,431
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          9,632
  Net realized gain (loss) on investments                               2,407
  Net unrealized appreciation (depreciation) of investments             5,898
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      17,937
 
 Changes from principal transactions:
  Purchase payments                                                    19,633
  Contract distributions and terminations                             (17,687)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,389
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (53)
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                         6,282
                                                                    __________
  Total increase (decrease)                                            24,219
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       158,650
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Fully
                                                                     Managed
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($2,511)
  Net realized gain (loss) on investments                               1,442
  Net unrealized appreciation (depreciation) of investments             1,928
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         859
 
 Changes from principal transactions:
  Purchase payments                                                    56,252
  Contract distributions and terminations                             (13,540)
  Transfer payments from (to) Fixed Accounts and other Divisions        1,887
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               28
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        44,627
                                                                    __________
 Total increase (decrease)                                             45,486
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $204,136
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Multiple
                                                                    Allocation
                                                                     Division
                                                                    __________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1997                                        $270,427
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         21,419
  Net realized gain (loss) on investments                               5,773
  Net unrealized appreciation (depreciation) of investments             9,866
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      37,058
 
 Changes from principal transactions:
  Purchase payments                                                     9,404
  Contract distributions and terminations                             (45,162)
  Transfer payments from (to) Fixed Accounts and other Divisions       (9,649)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (209)
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                       (45,616)
                                                                    __________
  Total increase (decrease)                                            (8,558)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       261,869
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Multiple
                                                                    Allocation
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($3,815)
  Net realized gain (loss) on investments                               1,890
  Net unrealized appreciation (depreciation) of investments             4,623
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,698
 
 Changes from principal transactions:
  Purchase payments                                                    25,195
  Contract distributions and terminations                             (30,256)
  Transfer payments from (to) Fixed Accounts and other Divisions        1,305
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               20
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (3,736)
                                                                    __________
 Total increase (decrease)                                             (1,038)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $260,831
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.

                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Capital
                                                                  Appreciation
                                                                    Division
                                                                  ____________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1997                                        $145,989
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         13,819
  Net realized gain (loss) on investments                               8,242
  Net unrealized appreciation (depreciation) of investments            16,323
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations      38,384
 
 Changes from principal transactions:
  Purchase payments                                                    17,440
  Contract distributions and terminations                             (20,143)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,915
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              232
                                                                  ____________
 Increase (decrease) in net assets derived from principal
   transactions                                                         3,444
                                                                  ____________
  Total increase (decrease)                                            41,828
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1997                                       187,817
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Capital
                                                                  Appreciation
                                                                    Division
                                                                  ____________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($2,898)
  Net realized gain (loss) on investments                               5,899
  Net unrealized appreciation (depreciation) of investments           (14,456)
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations     (11,455)
 
 Changes from principal transactions:
  Purchase payments                                                    49,577
  Contract distributions and terminations                             (21,207)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,998
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               23
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                        32,391
                                                                  ____________
 Total increase (decrease)                                             20,936
                                                                  ____________
NET ASSETS AT SEPTEMBER 30, 1998                                     $208,753
                                                                  ============
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Rising
                                                                    Dividends
                                                                     Division
                                                                    __________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1997                                        $123,573
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          1,726
  Net realized gain (loss) on investments                               3,602
  Net unrealized appreciation (depreciation) of investments            33,738
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      39,066
 
 Changes from principal transactions:
  Purchase payments                                                    45,995
  Contract distributions and terminations                             (18,620)
  Transfer payments from (to) Fixed Accounts and other Divisions       25,458
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              471
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        53,304
                                                                    __________
  Total increase (decrease)                                            92,370
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       215,943
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Rising
                                                                    Dividends
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($4,040)
  Net realized gain (loss) on investments                               3,105
  Net unrealized appreciation (depreciation) of investments           (27,898)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (28,833)
 
 Changes from principal transactions:
  Purchase payments                                                   160,698
  Contract distributions and terminations                             (17,879)
  Transfer payments from (to) Fixed Accounts and other Divisions       32,000
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               47
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       174,866
                                                                    __________
 Total increase (decrease)                                            146,033
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $361,976
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Emerging
                                                                     Markets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $37,153
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           (826)
  Net realized gain (loss) on investments                              (1,134)
  Net unrealized appreciation (depreciation) of investments            (2,698)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (4,658)
 
 Changes from principal transactions:
  Purchase payments                                                     5,427
  Contract distributions and terminations                              (5,304)
  Transfer payments from (to) Fixed Accounts and other Divisions        2,002
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (119)
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                         2,006
                                                                    __________
  Total increase (decrease)                                            (2,652)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        34,501
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Emerging
                                                                     Markets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($414)
  Net realized gain (loss) on investments                              (2,906)
  Net unrealized appreciation (depreciation) of investments            (8,136)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (11,456)
 
 Changes from principal transactions:
  Purchase payments                                                     2,233
  Contract distributions and terminations                              (2,489)
  Transfer payments from (to) Fixed Accounts and other Divisions       (3,087)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                2
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (3,341)
                                                                    __________
 Total increase (decrease)                                            (14,797)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $19,704
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Market
                                                                     Manager
                                                                     Division
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                          $5,479
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            424
  Net realized gain (loss) on investments                                 238
  Net unrealized appreciation (depreciation) of investments             1,127
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,789
 
 Changes from principal transactions:
  Purchase payments                                                       (59)
  Contract distributions and terminations                                (189)
  Transfer payments from (to) Fixed Accounts and other Divisions         (303)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               (1)
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                          (552)
                                                                    __________
  Total increase (decrease)                                             1,237
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                         6,716
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Market
                                                                     Manager
                                                                     Division
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           ($34)
  Net realized gain (loss) on investments                                 136
  Net unrealized appreciation (depreciation) of investments              (117)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (15)
 
 Changes from principal transactions:
  Purchase payments                                                        17
  Contract distributions and terminations                                (165)
  Transfer payments from (to) Fixed Accounts and other Divisions         (309)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                          (457)
                                                                    __________
 Total increase (decrease)                                               (472)
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                       $6,244
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $42,861
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          5,696
  Net realized gain (loss) on investments                                 898
  Net unrealized appreciation (depreciation) of investments             5,129
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      11,723
 
 Changes from principal transactions:
  Purchase payments                                                    16,881
  Contract distributions and terminations                              (5,181)
  Transfer payments from (to) Fixed Accounts and other Divisions       10,573
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              168
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        22,441
                                                                    __________
  Total increase (decrease)                                            34,164
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        77,025
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($1,273)
  Net realized gain (loss) on investments                                 667
  Net unrealized appreciation (depreciation) of investments           (17,592)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (18,198)
 
 Changes from principal transactions:
  Purchase payments                                                    43,990
  Contract distributions and terminations                              (5,352)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,142
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               10
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        41,790
                                                                    __________
 Total increase (decrease)                                             23,592
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $100,617
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $29,858
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          1,752
  Net realized gain (loss) on investments                               1,180
  Net unrealized appreciation (depreciation) of investments             4,847
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       7,779
 
 Changes from principal transactions:
  Purchase payments                                                     9,853
  Contract distributions and terminations                              (4,107)
  Transfer payments from (to) Fixed Accounts and other Divisions        6,920
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              134
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        12,800
                                                                    __________
  Total increase (decrease)                                            20,579
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        50,437
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($789)
  Net realized gain (loss) on investments                               1,085
  Net unrealized appreciation (depreciation) of investments           (10,398)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (10,102)
 
 Changes from principal transactions:
  Purchase payments                                                    22,564
  Contract distributions and terminations                              (3,982)
  Transfer payments from (to) Fixed Accounts and other Divisions          471
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                2
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        19,055
                                                                    __________
 Total increase (decrease)                                              8,953
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $59,390
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                    Small Cap
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $33,056
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           (754)
  Net realized gain (loss) on investments                                (174)
  Net unrealized appreciation (depreciation) of investments             4,543
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,615
 
 Changes from principal transactions:
  Purchase payments                                                    13,691
  Contract distributions and terminations                              (3,143)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,487
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               19
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        16,054
                                                                    __________
  Total increase (decrease)                                            19,669
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        52,725
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                    Small Cap
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($929)
  Net realized gain (loss) on investments                               1,557
  Net unrealized appreciation (depreciation) of investments            (9,242)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (8,614)
 
 Changes from principal transactions:
  Purchase payments                                                    35,056
  Contract distributions and terminations                              (4,548)
  Transfer payments from (to) Fixed Accounts and other Divisions        6,052
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                6
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        36,566
                                                                    __________
 Total increase (decrease)                                             27,952
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $80,677
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                     Managed
                                                                      Global
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1997                                         $86,266
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          6,640
  Net realized gain (loss) on investments                               2,841
  Net unrealized appreciation (depreciation) of investments              (883)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       8,598
 
 Changes from principal transactions:
  Purchase payments                                                    17,472
  Contract distributions and terminations                             (12,081)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,438
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (12)
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                         9,817
                                                                    __________
  Total increase (decrease)                                            18,415
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       104,681
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                     Managed
                                                                      Global
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        ($1,571)
  Net realized gain (loss) on investments                               4,817
  Net unrealized appreciation (depreciation) of investments             1,064
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       4,310
 
 Changes from principal transactions:
  Purchase payments                                                     9,579
  Contract distributions and terminations                              (9,711)
  Transfer payments from (to) Fixed Accounts and other Divisions         (398)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                8
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                          (522)
                                                                    __________
 Total increase (decrease)                                              3,788
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $108,469
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                     Mid-Cap
                                                                      Growth
                                                                     Division
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                          $4,571
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            612
  Net realized gain (loss) on investments                                  57
  Net unrealized appreciation (depreciation) of investments               912
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,581
 
 Changes from principal transactions:
  Purchase payments                                                     8,980
  Contract distributions and terminations                                (580)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,763
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               46
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        14,209
                                                                    __________
  Total increase (decrease)                                            15,790
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        20,361
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Mid-Cap
                                                                      Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         $3,716
  Net realized gain (loss) on investments                                 529
  Net unrealized appreciation (depreciation) of investments           (12,290)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (8,045)
 
 Changes from principal transactions:
  Purchase payments                                                    50,982
  Contract distributions and terminations                              (2,031)
  Transfer payments from (to) Fixed Accounts and other Divisions       13,285
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                1
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        62,237
                                                                    __________
 Total increase (decrease)                                             54,192
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $74,553
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                     Growth &
                                                                      Income
                                                                     Division
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                          $8,275
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          3,057
  Net realized gain (loss) on investments                                 177
  Net unrealized appreciation (depreciation) of investments               980
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       4,214
 
 Changes from principal transactions:
  Purchase payments                                                    22,706
  Contract distributions and terminations                              (1,861)
  Transfer payments from (to) Fixed Accounts and other Divisions       11,481
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              107
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        32,433
                                                                    __________
  Total increase (decrease)                                            36,647
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        44,922
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                     Growth &
                                                                      Income
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         $2,757
  Net realized gain (loss) on investments                                 276
  Net unrealized appreciation (depreciation) of investments           (18,062)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (15,029)
 
 Changes from principal transactions:
  Purchase payments                                                    87,143
  Contract distributions and terminations                              (4,789)
  Transfer payments from (to) Fixed Accounts and other Divisions       15,231
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                5
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        97,590
                                                                    __________
 Total increase (decrease)                                             82,561
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $127,483
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Research
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           $801
  Net realized gain (loss) on investments                                  19
  Net unrealized appreciation (depreciation) of investments               388
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,208
 
 Changes from principal transactions:
  Purchase payments                                                    19,514
  Contract distributions and terminations                                (534)
  Transfer payments from (to) Fixed Accounts and other Divisions       14,044
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              170
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        33,194
                                                                    __________
  Total increase (decrease)                                            34,402
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        34,402
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Research
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        $10,719
  Net realized gain (loss) on investments                                 813
  Net unrealized appreciation (depreciation) of investments           (26,574)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations     (15,042)
 
 Changes from principal transactions:
  Purchase payments                                                   120,437
  Contract distributions and terminations                              (3,687)
  Transfer payments from (to) Fixed Accounts and other Divisions       35,316
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               10
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       152,076
                                                                    __________
 Total increase (decrease)                                            137,034
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $171,436
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Total
                                                                      Return
                                                                     Division
                                                                       (a)
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           $687
  Net realized gain (loss) on investments                                  18
  Net unrealized appreciation (depreciation) of investments               412
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,117
 
 Changes from principal transactions:
  Purchase payments                                                    15,427
  Contract distributions and terminations                                (602)
  Transfer payments from (to) Fixed Accounts and other Divisions       10,193
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               96
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        25,114
                                                                    __________
  Total increase (decrease)                                            26,231
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        26,231
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Total
                                                                      Return
                                                                     Division
                                                                       (a)
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         $8,414
  Net realized gain (loss) on investments                                 138
  Net unrealized appreciation (depreciation) of investments           (10,240)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (1,688)
 
 Changes from principal transactions:
  Purchase payments                                                   110,212
  Contract distributions and terminations                              (3,732)
  Transfer payments from (to) Fixed Accounts and other Divisions       26,246
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               21
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       132,747
                                                                    __________
 Total increase (decrease)                                            131,059
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                     $157,290
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Value +
                                                                      Growth
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($137)
  Net realized gain (loss) on investments                                 515
  Net unrealized appreciation (depreciation) of investments            (1,430)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (1,052)
 
 Changes from principal transactions:
  Purchase payments                                                    15,158
  Contract distributions and terminations                                (431)
  Transfer payments from (to) Fixed Accounts and other Divisions        9,404
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               99
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                        24,230
                                                                    __________
  Total increase (decrease)                                            23,178
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        23,178
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Value +
                                                                      Growth
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         $5,189
  Net realized gain (loss) on investments                                 122
  Net unrealized appreciation (depreciation) of investments           (10,911)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (5,600)
 
 Changes from principal transactions:
  Purchase payments                                                    63,587
  Contract distributions and terminations                              (2,007)
  Transfer payments from (to) Fixed Accounts and other Divisions       15,481
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                9
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        77,070
                                                                    __________
 Total increase (decrease)                                             71,470
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $94,648
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Global
                                                                      Fixed
                                                                      Income
                                                                     Division
                                                                       (g)
                                                                    __________
<S>                                                                       <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                             $9
  Net realized gain (loss) on investments                                  (1)
  Net unrealized appreciation (depreciation) of investments               (10)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          (2)
 
 Changes from principal transactions:
  Purchase payments                                                       190
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           18
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           208
                                                                    __________
  Total increase (decrease)                                               206
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           206
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Global
                                                                      Fixed
                                                                      Income
                                                                     Division
                                                                       (g)
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $98
  Net realized gain (loss) on investments                                  11
  Net unrealized appreciation (depreciation) of investments               280
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         389
 
 Changes from principal transactions:
  Purchase payments                                                     3,528
  Contract distributions and terminations                                (137)
  Transfer payments from (to) Fixed Accounts and other Divisions        1,775
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         5,166
                                                                    __________
 Total increase (decrease)                                              5,555
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                       $5,761
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>








See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Develop-
                                                                       ing
                                                                      World
                                                                     Division
                                                                       (h)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
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                                                        -- 
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                            -- 
                                                                    __________
  Total increase (decrease)                                                -- 
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                            -- 
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Develop-
                                                                       ing
                                                                      World
                                                                     Division
                                                                       (h)
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            ($8)
  Net realized gain (loss) on investments                                (211)
  Net unrealized appreciation (depreciation) of investments              (204)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations        (423)
 
 Changes from principal transactions:
  Purchase payments                                                     2,011
  Contract distributions and terminations                                  (5)
  Transfer payments from (to) Fixed Accounts and other Divisions          443
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         2,449
                                                                    __________
 Total increase (decrease)                                              2,026
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                       $2,026
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>








See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Growth
                                                                      Oppor-
                                                                     tunities
                                                                     Division
                                                                       (h)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
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                                                        -- 
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                            -- 
                                                                    __________
  Total increase (decrease)                                                -- 
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                            -- 
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Growth
                                                                      Oppor-
                                                                     tunities
                                                                     Division
                                                                       (h)
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           ($15)
  Net realized gain (loss) on investments                                  (4)
  Net unrealized appreciation (depreciation) of investments              (587)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations        (606)
 
 Changes from principal transactions:
  Purchase payments                                                     2,828
  Contract distributions and terminations                                 (11)
  Transfer payments from (to) Fixed Accounts and other Divisions        1,502
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         4,319
                                                                    __________
 Total increase (decrease)                                              3,713
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                       $3,713
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>








See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      PIMCO
                                                                       High
                                                                      Yield
                                                                       Bond
                                                                     Division
                                                                       (j)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
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                                                        -- 
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                            -- 
                                                                    __________
  Total increase (decrease)                                                -- 
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                            -- 
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      PIMCO
                                                                       High
                                                                      Yield
                                                                       Bond
                                                                     Division
                                                                       (j)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                           $247
  Net realized gain (loss) on investments                                (156)
  Net unrealized appreciation (depreciation) of investments              (617)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations        (526)
 
 Changes from principal transactions:
  Purchase payments                                                    18,226
  Contract distributions and terminations                                (506)
  Transfer payments from (to) Fixed Accounts and other Divisions        9,749
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        27,469
                                                                    __________
 Total increase (decrease)                                             26,943
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $26,943
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      PIMCO
                                                                    StocksPLUS
                                                                      Growth
                                                                       and
                                                                      Income
                                                                     Division
                                                                       (i)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
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                                                        -- 
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                            -- 
                                                                    __________
  Total increase (decrease)                                                -- 
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                            -- 
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
                                                                      PIMCO
                                                                    StocksPLUS
                                                                      Growth
                                                                       and
<CAPTION>                                                             Income
                                                                     Division
                                                                       (i)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $72
  Net realized gain (loss) on investments                                 (73)
  Net unrealized appreciation (depreciation) of investments            (1,046)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (1,047)
 
 Changes from principal transactions:
  Purchase payments                                                    12,629
  Contract distributions and terminations                                (102)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,651
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                                1
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        18,179
                                                                    __________
 Total increase (decrease)                                             17,132
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $17,132
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Appre-
                                                                     ciation
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                       <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $15
  Net realized gain (loss) on investments                                   1
  Net unrealized appreciation (depreciation) of investments                (9)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           7
 
 Changes from principal transactions:
  Purchase payments                                                       256
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           256
                                                                    __________
  Total increase (decrease)                                               263
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           263
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Appre-
                                                                     ciation
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $34
  Net realized gain (loss) on investments                                   2
  Net unrealized appreciation (depreciation) of investments               (86)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (50)
 
 Changes from principal transactions:
  Purchase payments                                                       569
  Contract distributions and terminations                                  (9)
  Transfer payments from (to) Fixed Accounts and other Divisions           35
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           595
                                                                    __________
 Total increase (decrease)                                                545
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                         $808
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>









See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B

                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                       High
                                                                      Income
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                       <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            ($1)
  Net realized gain (loss) on investments                                   1
  Net unrealized appreciation (depreciation) of investments                 3
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           3
 
 Changes from principal transactions:
  Purchase payments                                                       206
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions           -- 
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           206
                                                                    __________
  Total increase (decrease)                                               209
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           209
 
</TABLE>
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
                      GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                       High
                                                                      Income
                                                                     Division
                                                                         (c)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $40
  Net realized gain (loss) on investments                                   9
  Net unrealized appreciation (depreciation) of investments               (87)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (38)
 
 Changes from principal transactions:
  Purchase payments                                                       524
  Contract distributions and terminations                                  (9)
  Transfer payments from (to) Fixed Accounts and other Divisions           72
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           587
                                                                    __________
 Total increase (decrease)                                                549
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                         $758
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                    Large Cap
                                                                      Value
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                       <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            ($1)
  Net realized gain (loss) on investments                                  -- 
  Net unrealized appreciation (depreciation) of investments                 7
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           6
 
 Changes from principal transactions:
  Purchase payments                                                       204
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions            5
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           209
                                                                    __________
  Total increase (decrease)                                               215
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           215
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                    Large Cap
                                                                      Value
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $16
  Net realized gain (loss) on investments                                   2
  Net unrealized appreciation (depreciation) of investments               (80)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (62)
 
 Changes from principal transactions:
  Purchase payments                                                       403
  Contract distributions and terminations                                  (4)
  Transfer payments from (to) Fixed Accounts and other Divisions           35
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           434
                                                                    __________
 Total increase (decrease)                                                372
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                         $587
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (d)
                                                                    __________
<S>                                                                       <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                             -- 
  Net realized gain (loss) on investments                                  -- 
  Net unrealized appreciation (depreciation) of investments               ($5)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          (5)
 
 Changes from principal transactions:
  Purchase payments                                                        99
  Contract distributions and terminations                                  -- 
  Transfer payments from (to) Fixed Accounts and other Divisions            2
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           101
                                                                    __________
  Total increase (decrease)                                                96
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                            96
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (d)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            ($3)
  Net realized gain (loss) on investments                                  -- 
  Net unrealized appreciation (depreciation) of investments               (42)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (45)
 
 Changes from principal transactions:
  Purchase payments                                                       180
  Contract distributions and terminations                                  (1)
  Transfer payments from (to) Fixed Accounts and other Divisions           42
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           221
                                                                    __________
 Total increase (decrease)                                                176
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                         $272
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>






See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Money
                                                                      Market
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                      <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
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                                                      $183
  Contract distributions and terminations                                  (1)
  Transfer payments from (to) Fixed Accounts and other Divisions           (1)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                           181
                                                                    __________
  Total increase (decrease)                                               181
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           181
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Money
                                                                      Market
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $12
  Net realized gain (loss) on investments                                  -- 
  Net unrealized appreciation (depreciation) of investments                -- 
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          12
 
 Changes from principal transactions:
  Purchase payments                                                       548
  Contract distributions and terminations                                 (17)
  Transfer payments from (to) Fixed Accounts and other Divisions         (282)
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           249
                                                                    __________
 Total increase (decrease)                                                261
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                         $442
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
 
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                     <C>
NET ASSETS AT JANUARY 1, 1997                                              -- 
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                            $81
  Net realized gain (loss) on investments                                 (12)
  Net unrealized appreciation (depreciation) of investments               (93)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (24)
 
 Changes from principal transactions:
  Purchase payments                                                     1,825
  Contract distributions and terminations                                  (2)
  Transfer payments from (to) Fixed Accounts and other Divisions          182
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
 Increase (decrease) in net assets derived from principal
   transactions                                                         2,005
                                                                    __________
  Total increase (decrease)                                             1,981
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                         1,981
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                          ($236)
  Net realized gain (loss) on investments                              (4,798)
  Net unrealized appreciation (depreciation) of investments               146
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (4,888)
 
 Changes from principal transactions:
  Purchase payments                                                    32,775
  Contract distributions and terminations                                (459)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,442
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                               -- 
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        36,758
                                                                    __________
 Total increase (decrease)                                             31,870
                                                                    __________
NET ASSETS AT SEPTEMBER 30, 1998                                      $33,851
                                                                    ==========
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>







See accompanying notes.
                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                <C>
NET ASSETS AT JANUARY 1, 1997                                      $1,184,573
 
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                         81,285
  Net realized gain (loss) on investments                              31,070
  Net unrealized appreciation (depreciation) of investments            75,558
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations     187,913
 
 Changes from principal transactions:
  Purchase payments                                                   304,259
  Contract distributions and terminations                            (184,701)
  Transfer payments from (to) Fixed Accounts and other Divisions      111,251
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              976
                                                                  ____________
 Increase (decrease) in net assets derived from principal
   transactions                                                       231,785
                                                                  ____________
  Total increase (decrease)                                           419,698
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1997                                     1,604,271
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
         For the periods ended December 31, 1997 and September 30, 1998,
                          Except as Noted (continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                <C>
INCREASE (DECREASE) IN NET ASSETS
 Operations:
  Net investment income (loss)                                        $11,106
  Net realized gain (loss) on investments                              13,811
  Net unrealized appreciation (depreciation) of investments          (188,567)
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations    (163,650)
 
 Changes from principal transactions:
  Purchase payments                                                 1,141,259
  Contract distributions and terminations                            (177,154)
  Transfer payments from (to) Fixed Accounts and other Divisions      161,813
  Addition to assets retained in the Account
   by Golden American Life Insurance Company                              238
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                     1,126,156
                                                                  ____________
 Total increase (decrease)                                            962,506
                                                                  ____________
NET ASSETS AT SEPTEMBER 30, 1998                                   $2,566,777
                                                                  ============
 
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
 
</TABLE>












See accompanying notes.
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                  NOTES TO FINANCIAL STATEMENTS (Unaudited)
                             September 30, 1998

NOTE 1 - ORGANIZATION
Separate Account B (the "Account") was established by Golden American
Life Insurance Company ("Golden American") to support the operations of
variable annuity contracts ("Contracts").  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.  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 the Golden
American Guaranteed Interest Division, the Golden American Fixed Interest
Division and the Fixed Separate Account, which are not part of the
Account, as directed by the Contractowners. The portion of the Account's
assets applicable to Contracts will not be chargeable with liabilities
arising out of any other business Golden American may conduct, but
obligations of the Account, including the promise to make benefit
payments, are obligations of Golden American.  The assets and liabilities
of the Account are clearly identified and distinguished from the other
assets and liabilities of Golden American.

At September 30, 1998, the Account had, under GoldenSelect Contracts,
twenty-six investment divisions: Liquid Asset, Limited Maturity Bond,
Hard Assets (formerly Natural Resources), All-Growth, Real Estate, Fully
Managed, Multiple Allocation, Capital Appreciation, Rising Dividends,
Emerging Markets, Market Manager, Value Equity, Strategic Equity, Small Cap,
Managed Global, Mid-Cap Growth (formerly OTC), Growth & Income, Research,
Total Return, Value + Growth, Global Fixed Income, Developing World, Growth
Opportunities, PIMCO High Yield Bond, PIMCO StocksPLUS Growth and Income and
International Equity Divisions ("Divisions").  The Account also had, under
Granite PrimElite Contracts, eight investment divisions:  Mid-Cap Growth 
(formerly OTC), Research, Total Return, Appreciation, Smith Barney High 
Income, Smith Barney Large Cap Value (formerly Smith Barney Income and Growth),
Smith Barney International Equity and Smith Barney Money Market Divisions
(collectively with the divisions noted above, "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, the Travelers Series Fund Inc., the Greenwich Street Series Fund
(formerly the Smith Barney Series Fund), the Warburg Pincus Trust or the
PIMCO Variable Insurance Trust (the "Trusts"). 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.
  
On August 14, 1998, after approval from the Securities and Exchange
Commission, The GCG Trust and the Equi-Select Series Trust were
consolidated.  This consolidation resulted in the substitution of shares
of each Series of the Equi-Select Series with shares of similar Series of
The GCG Trust.  The consolidation is expected to reduce operating
expenses.  The consolidation resulted in the following Series being
substituted from The GCG Trust: Global Fixed Income (for the
International Fixed Income), Mid-Cap Growth (for the OTC), Research,
Total Return, Value + Growth and Growth & Income.

The Market Manager Division was open for investment for only a brief
period during 1994 and 1995.  This Division is now closed and
Contractowners are not permitted to direct their investments into this
Division. Contractowners with investments in the Market Manager Division
were permitted to elect to update their Contracts to DVA PLUS Contracts.

NOTE 2 - BASIS OF PRESENTATION
The accompanying condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1998 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1998.  For further information, refer to the financial
statements and footnotes thereto for the year ended December 31, 1997
included in this amendment to the separate account registration statement.

NOTE 3 - NET ASSETS
Investments at net asset value less the payable to Golden American Life 
Insurance Company for charges and fees at September 30, 1998 consisted of
the following:
 
<TABLE>
<CAPTION>
                                           Limited
                              Liquid      Maturity        Hard         All-
                              Asset         Bond         Assets       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                           <C>            <C>          <C>           <C>
Unit transactions             $166,559       $79,294      $27,565       $62,543
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                     7,923        14,297       17,540         8,364
Net unrealized appreciation
 (depreciation) of
 investments                        --         2,918      (14,555)       (6,831)
                           _____________________________________________________
                              $174,482       $96,509      $30,550       $64,076
                           =====================================================
</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              $54,070      $151,329     $134,792      $132,024
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                    15,855        30,156      106,174        52,218
Net unrealized appreciation
 (depreciation) of
 investments                     2,735        22,651       19,865        24,511
                           _____________________________________________________
                               $72,660      $204,136     $260,831      $208,753
                           =====================================================
</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             $319,252       $47,267       $2,318      $100,886
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                     9,135       (14,184)       1,728         9,723
Net unrealized appreciation
 (depreciation) of
 investments                    33,589       (13,379)       2,198        (9,992)
                           _____________________________________________________
                              $361,976       $19,704       $6,244      $100,617
                           =====================================================
</TABLE> 
<TABLE>
<CAPTION>
                            Strategic       Small       Managed       Mid-Cap
                              Equity         Cap         Global       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                            <C>           <C>         <C>            <C>
Unit transactions              $58,595       $85,346      $91,376       $80,937
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                     3,671          (644)      12,493         5,119
Net unrealized appreciation
 (depreciation) of
 investments                    (2,876)       (4,025)       4,600       (11,503)
                           _____________________________________________________
                               $59,390       $80,677     $108,469       $74,553
                           =====================================================
</TABLE>
<TABLE>
<CAPTION>
                             Growth &                    Total       Value +
                              Income      Research       Return       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                           <C>           <C>          <C>           <C>
Unit transactions             $138,028      $185,270     $157,861      $101,300
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                     6,268        12,352        9,257         5,689
Net unrealized appreciation
 (depreciation) of
 investments                   (16,813)      (26,186)      (9,828)      (12,341)
                           _____________________________________________________
                              $127,483      $171,436     $157,290       $94,648
                           =====================================================
</TABLE>
<TABLE>
<CAPTION>
                              Global                     Growth        PIMCO
                              Fixed      Developing      Oppor-     High Yield
                              Income        World       tunities       Bond
                             Division     Division      Division     Division
                           _____________________________________________________
                                          (Dollars in thousands)
<S>                             <C>           <C>          <C>          <C>
Unit transactions               $5,374        $2,449       $4,319       $27,469
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                       117          (219)         (19)           91
Net unrealized appreciation
 (depreciation) of
 investments                       270          (204)        (587)         (617)
                           _____________________________________________________
                                $5,761        $2,026       $3,713       $26,943
                           =====================================================
</TABLE>
 
 
 
















<TABLE>
<CAPTION>
                              PIMCO                      Smith         Smith
                            StocksPLUS                   Barney       Barney
                            Growth and     Appre-         High       Large Cap
                              Income       ciation       Income        Value
                             Division     Division      Division     Division
                           _____________________________________________________
                                          (Dollars in thousands)
<S>                            <C>              <C>          <C>           <C>
Unit transactions              $18,179          $851         $793          $643
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                        (1)           52           49            17
Net unrealized appreciation
 (depreciation) of
 investments                    (1,046)          (95)         (84)          (73)
                           _____________________________________________________
                               $17,132          $808         $758          $587
                           =====================================================
</TABLE>
 
<TABLE>
<CAPTION>
                              Smith
                              Barney        Smith
                              Inter-       Barney        Inter-
                             national       Money       national
                              Equity       Market        Equity
                             Division     Division      Division     Combined
                           _____________________________________________________
                                          (Dollars in thousands)
<S>                               <C>           <C>       <C>        <C>
Unit transactions                 $322          $430      $38,763    $2,276,204
Accumulated net investment
 income (loss) and net
 realized gain (loss) on
 investments                        (3)           12       (4,965)      308,265
Net unrealized appreciation
 (depreciation) of
 investments                       (47)           --           53       (17,692)
                           _____________________________________________________
                                  $272          $442      $33,851    $2,566,777
                           =====================================================
</TABLE>














NOTE 4 - UNIT VALUES
Accumulation unit value information (which is based on total assets) for
units outstanding by contract type as of September 30, 1998 were as follows:
<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
LIQUID ASSET
 Currently payable annuity products:
  DVA 80                                          10,731   $15.04         $161
  DVA 100                                          4,021    14.75           59
 Contracts in accumulation period:
  DVA 80                                         425,900    15.04        6,407
  DVA 100                                      2,093,824    14.75       30,890
  DVA Series 100                                  84,033    14.26        1,198
  DVA PLUS - Standard                            565,424    14.42        8,151
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       3,837,984    14.21       54,527
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,006,684    14.00       42,098
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  2,254,008    13.78       31,051
                                                                   ____________
                                                                       174,542
 
LIMITED MATURITY BOND
 Currently payable annuity products:
  DVA 80                                           8,488    17.73          150
  DVA 100                                         17,752    17.38          309
 Contracts in accumulation period:
  DVA 80                                          61,241    17.73        1,086
  DVA 100                                      2,167,774    17.38       37,686
  DVA Series 100                                  26,962    16.80          453
  DVA PLUS - Standard                            235,278    17.00        4,000
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,475,353    16.76       24,720
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,092,949    16.51       18,048
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    621,523    16.25       10,098
                                                                   ____________
                                                                        96,550
 
</TABLE>






<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units      Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>          <C>         <C>
HARD ASSETS
 Currently payable annuity products:
  DVA 80                                             677    $15.25         $10
  DVA 100                                          9,174     14.96         137
 Contracts in accumulation period:
  DVA 80                                          86,213     15.25       1,315
  DVA 100                                        805,025     14.96      12,041
  DVA Series 100                                  24,010     14.45         347
  DVA PLUS - Standard                            156,425     14.61       2,286
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         218,899     14.40       3,153
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 614,939     14.19       8,729
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    182,582     13.97       2,550
                                                                    ___________
                                                                        30,568
 
ALL-GROWTH
 Currently payable annuity products:
  DVA 80                                           1,058     13.02          14
  DVA 100                                         16,175     12.77         207
 Contracts in accumulation period:
  DVA 80                                          69,627     13.02         907
  DVA 100                                      2,534,505     12.77      32,364
  DVA Series 100                                  23,473     12.34         290
  DVA PLUS - Standard                            233,511     12.48       2,914
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         648,538     12.30       7,975
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,362,813     12.12      16,515
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    245,518     11.92       2,928
                                                                    ___________
                                                                        64,114
 
</TABLE>









<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
REAL ESTATE
 Currently payable annuity products:
  DVA 80                                           1,982   $23.26          $46
  DVA 100                                         23,650    22.81          539
 Contracts in accumulation period:
  DVA 80                                          39,399    23.26          916
  DVA 100                                      1,239,959    22.81       28,286
  DVA Series 100                                  10,264    22.04          226
  DVA PLUS - Standard                            187,848    22.29        4,187
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         408,649    21.97        8,977
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 965,854    21.65       20,910
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    404,032    21.30        8,607
                                                                   ____________
                                                                        72,694
 
FULLY MANAGED
 Currently payable annuity products:
  DVA 80                                           3,360    21.12           71
  DVA 100                                         62,406    20.71        1,292
 Contracts in accumulation period:
  DVA 80                                         103,861    21.12        2,193
  DVA 100                                      4,315,940    20.71       89,374
  DVA Series 100                                  35,276    20.01          706
  DVA PLUS - Standard                            503,070    20.23       10,179
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,382,221    19.94       27,563
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,526,357    19.65       49,649
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  1,200,333    19.34       23,211
                                                                   ____________
                                                                       204,238
 
</TABLE>









<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
MULTIPLE ALLOCATION
 Currently payable annuity products:
  DVA 80                                          17,137   $22.08         $378
  DVA 100                                         92,764    21.65        2,008
 Contracts in accumulation period:
  DVA 80                                         426,679    22.08        9,419
  DVA 100                                      8,136,686    21.65      176,151
  DVA Series 100                                  71,913    20.92        1,504
  DVA PLUS - Standard                            385,784    21.15        8,161
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         649,628    20.85       13,543
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,917,638    20.55       39,399
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    515,248    20.22       10,414
                                                                   ____________
                                                                       260,977
 
CAPITAL APPRECIATION
 Currently payable annuity products:
  DVA 80                                           8,627    22.01          190
  DVA 100                                         48,677    21.73        1,058
 Contracts in accumulation period:
  DVA 80                                          83,421    22.01        1,836
  DVA 100                                      4,823,873    21.73      104,819
  DVA Series 100                                  51,217    21.24        1,088
  DVA PLUS - Standard                            389,295    21.41        8,334
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,078,031    21.20       22,857
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,587,764    21.00       54,341
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    690,393    20.77       14,336
                                                                   ____________
                                                                       208,859
 
 
</TABLE>








<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
RISING DIVIDENDS
 Currently payable annuity products:
  DVA 80                                           7,464   $19.91         $149
  DVA 100                                         17,944    19.71          354
 Contracts in accumulation period:
  DVA 80                                         131,654    19.91        2,621
  DVA 100                                      4,519,507    19.71       89,084
  DVA Series 100                                  97,284    19.37        1,884
  DVA PLUS - Standard                          1,135,860    19.49       22,136
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       3,551,554    19.34       68,701
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               6,512,144    19.20      125,036
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  2,742,770    19.03       52,187
                                                                   ____________
                                                                       362,152
 
EMERGING MARKETS
 Currently payable annuity products:
  DVA 80                                             679     5.76            4
  DVA 100                                         11,652     5.70           66
 Contracts in accumulation period:
  DVA 80                                          67,452     5.76          388
  DVA 100                                      1,638,256     5.70        9,340
  DVA Series 100                                  24,499     5.60          137
  DVA PLUS - Standard                            272,943     5.64        1,539
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         247,274     5.60        1,384
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,203,831     5.55        6,685
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     31,469     5.50          174
                                                                   ____________
                                                                        19,717
 
 
</TABLE>








<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
MARKET MANAGER
 Contracts in accumulation period:
  DVA 100                                        331,770   $19.20       $6,370
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                   7,958    18.77          149
                                                                   ____________
                                                                         6,519
 
VALUE EQUITY
 Currently payable annuity products:
  DVA 80                                             424    15.99            7
  DVA 100                                          4,871    15.87           77
 Contracts in accumulation period:
  DVA 80                                          28,034    15.99          448
  DVA 100                                      1,119,694    15.87       17,772
  DVA Series 100                                  23,187    15.66          363
  DVA PLUS - Standard                            474,513    15.74        7,470
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,234,128    15.66       19,322
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,606,693    15.57       40,587
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    946,185    15.45       14,623
                                                                   ____________
                                                                       100,669
 
STRATEGIC EQUITY
 Currently payable annuity products:
  DVA 100                                         37,736    12.52          472
 Contracts in accumulation period:
  DVA 80                                          60,034    12.60          756
  DVA 100                                        789,356    12.52        9,882
  DVA Series 100                                  22,173    12.39          275
  DVA PLUS - Standard                            501,705    12.44        6,241
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,039,321    12.38       12,871
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,664,610    12.33       20,523
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    685,074    12.26        8,397
                                                                   ____________
                                                                        59,417
</TABLE>

<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
SMALL CAP
 Currently payable annuity products:
  DVA 100                                          8,866   $12.15         $108
 Contracts in accumulation period:
  DVA 80                                          23,058    12.22          282
  DVA 100                                        690,789    12.15        8,393
  DVA Series 100                                  20,057    12.03          241
  DVA PLUS - Standard                            444,156    12.07        5,359
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,800,125    12.02       21,631
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,764,221    11.97       33,077
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    975,771    11.92       11,628
                                                                   ____________
                                                                        80,719
 
MANAGED GLOBAL
 Currently payable annuity products:
  DVA 80                                             669    12.67            8
  DVA 100                                         20,503    12.52          257
 Contracts in accumulation period:
  DVA 80                                          36,491    12.67          462
  DVA 100                                      4,189,513    12.52       52,448
  DVA Series 100                                  51,817    12.27          636
  DVA PLUS - Standard                            636,971    12.32        7,851
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         527,143    12.22        6,440
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,283,974    12.11       39,761
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     55,009    11.98          659
                                                                   ____________
                                                                       108,522
 
 
</TABLE>









<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
MID-CAP GROWTH
 Contracts in accumulation period:
  DVA 80                                          25,799   $18.59         $480
  DVA 100                                        283,583    18.44        5,229
  DVA Series 100                                  12,371    18.18          225
  DVA PLUS - Standard                            177,152    18.26        3,234
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,485,192    18.12       26,911
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,265,085    18.04       22,816
  Granite PrimElite - Standard                       982    18.26           18
  Granite PrimElite - Annual Ratchet              22,512    18.12          408
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    851,830    17.93       15,271
                                                                   ____________
                                                                        74,592
 
GROWTH & INCOME
 Contracts in accumulation period:
  DVA 80                                          37,720    14.53          548
  DVA 100                                        535,001    14.46        7,737
  DVA Series 100                                  11,407    14.33          164
  DVA PLUS - Standard                            519,575    14.37        7,467
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       2,756,404    14.32       39,465
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,065,552    14.26       43,722
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  2,002,475    14.21       28,451
                                                                   ____________
                                                                       127,554
 
 
 
 
</TABLE>










<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>         <C>
RESEARCH
 Contracts in accumulation period:
  DVA 80                                          13,840   $19.37         $268
  DVA 100                                        448,508    19.21        8,617
  DVA Series 100                                  20,997    18.94          398
  DVA PLUS - Standard                            376,271    19.02        7,157
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       2,787,506    18.91       52,725
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,096,089    18.79       58,183
  Granite PrimElite - Standard                     2,966    19.02           56
  Granite PrimElite - Annual Ratchet              38,429    18.91          727
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  2,323,082    18.68       43,391
                                                                   ____________
                                                                       171,522
 
TOTAL RETURN
 Contracts in accumulation period:
  DVA 80                                           2,070    17.03           35
  DVA 100                                        411,526    16.90        6,953
  DVA Series 100                                   8,149    16.66          136
  DVA PLUS - Standard                            511,738    16.73        8,561
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       3,062,959    16.63       50,944
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,025,023    16.53       49,996
  Granite PrimElite - Standard                     9,715    16.73          163
  Granite PrimElite - Annual Ratchet              30,188    16.63          502
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  2,439,499    16.43       40,076
                                                                   ____________
                                                                       157,366
 
 
</TABLE>










<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>         <C>          <C>
VALUE + GROWTH
 Contracts in accumulation period:
  DVA 80                                          33,768   $13.44         $454
  DVA 100                                        308,882    13.38        4,132
  DVA Series 100                                  11,288    13.26          150
  DVA PLUS - Standard                            334,435    13.29        4,445
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       2,543,984    13.24       33,690
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,037,789    13.19       26,882
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  1,898,000    13.14       24,943
                                                                   ____________
                                                                        94,696
 
GLOBAL FIXED INCOME
 Contracts in accumulation period:
  DVA 100                                          4,994    13.25           66
  DVA PLUS - Standard                                480    13.12            6
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         262,884    13.05        3,430
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                  70,276    12.96          911
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    104,791    12.89        1,350
                                                                   ____________
                                                                         5,763
 
</TABLE>

















<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                              <C>        <C>          <C>
DEVELOPING WORLD
 Contracts in accumulation period:
  DVA 80                                             547    $6.69           $4
  DVA 100                                          3,250     6.68           22
  DVA PLUS - Standard                                616     6.67            4
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         165,813     6.66        1,105
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                  69,253     6.66          461
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     64,808     6.65          431
                                                                   ____________
                                                                         2,027
 
GROWTH OPPORTUNITIES
 Contracts in accumulation period:
  DVA 80                                             483     8.33            4
  DVA 100                                         14,076     8.32          117
  DVA PLUS - Standard                              5,585     8.31           46
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         248,605     8.30        2,063
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 101,365     8.29          840
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     77,692     8.28          644
                                                                   ____________
                                                                         3,714
</TABLE>


















<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                            <C>          <C>         <C>
PIMCO HIGH YIELD BOND
 Contracts in accumulation period:
  DVA 80                                           1,919    $9.82          $19
  DVA 100                                         94,708     9.81          929
  DVA PLUS - Standard                            142,440     9.80        1,396
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,141,592     9.80       11,184
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 567,233     9.79        5,553
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    804,632     9.78        7,872
                                                                   ____________
                                                                        26,953
 
PIMCO STOCKSPLUS GROWTH AND INCOME
 Contracts in accumulation period:
  DVA 100                                         42,112     9.16          386
  DVA PLUS - Standard                             12,631     9.15          116
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         766,971     9.14        7,013
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 465,554     9.14        4,254
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    588,348     9.13        5,371
                                                                   ____________
                                                                        17,140
</TABLE>



















<TABLE>
<CAPTION>
 
                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (In thousands)
<S>                                           <C>          <C>          <C>
APPRECIATION
 Contracts in accumulation period:
  Granite PrimElite - Standard                       809   $14.19          $11
  Granite PrimElite - Annual Ratchet              56,442    14.13          798
                                                                   ____________
                                                                           809
 
SMITH BARNEY HIGH INCOME
 Contracts in accumulation period:
  Granite PrimElite - Standard                    12,253    13.38          164
  Granite PrimElite - Annual Ratchet              44,779    13.31          595
                                                                   ____________
                                                                           759
 
SMITH BARNEY LARGE CAP VALUE
 Contracts in accumulation period:
  Granite PrimElite - Standard                     1,049    17.04           18
  Granite PrimElite - Annual Ratchet              33,651    16.95          570
                                                                   ____________
                                                                           588
 
SMITH BARNEY INTERNATIONAL EQUITY
 Contracts in accumulation period:
  Granite PrimElite - Standard                     2,945    12.63           37
  Granite PrimElite - Annual Ratchet              18,666    12.56          235
                                                                   ____________
                                                                           272
 
SMITH BARNEY MONEY MARKET
 Contracts in accumulation period:
  Granite PrimElite - Standard                     2,137    11.33           24
  Granite PrimElite - Annual Ratchet              37,044    11.27          418
                                                                   ____________
                                                                           442
 
INTERNATIONAL EQUITY
 Contracts in accumulation period:
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                       1,797,899     9.22       16,579
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 506,331     9.25        4,684
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                  1,367,829     9.22       12,603
                                                                   ____________
                                                                        33,866
 
</TABLE>




<PAGE>
<PAGE>











                            Financial Statements  

                   Golden American Life Insurance Company
                            Separate Account B
                    
                    
                   Years ended December 31, 1997 and 1996
                     with Report of Independent Auditors










































                   Golden American Life Insurance Company
                             Separate Account B

                            Financial Statements



                   Years ended December 31, 1997 and 1996


                               CONTENTS

Report of Independent Auditors

Audited Financial Statements

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








































                       Report of Independent Auditors



The Board of Directors
Golden American Life Insurance Company


We have audited the accompanying statement of assets and liability of
Separate Account B as of December 31, 1997, and the related statements of
operations for the year then ended and the changes in net assets for each
of the two years in the period then ended.  These financial statements are
the responsibility of the Account's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1997, by correspondence with the custodian.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Separate Account B at
December 31, 1997, and the results of its operations for the year then
ended and the changes in its net assets for each of the two years in the
period then ended in conformity with generally accepted accounting
principles.

                                       /S/ Ernst & Young LLP

Des Moines, Iowa
February 12, 1998                       






















                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                      STATEMENT OF ASSETS AND LIABILITY
                             DECEMBER 31, 1997
                           (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                   <C>
NET ASSETS
 Investments at net asset value:
  The GCG Trust:
     Liquid Asset Series,
      57,275,780 shares (cost - $57,276)                              $57,276
     Limited Maturity Bond Series,
      5,091,118 shares (cost - $53,944)                                52,489
     Hard Assets Series,
      3,024,920 shares (cost - $51,259)                                45,525
     All-Growth Series,
      5,212,408 shares (cost - $68,783)                                71,776
     Real Estate Series,
      4,090,371 shares (cost - $58,325)                                74,731
     Fully Managed Series,
      10,090,542 shares (cost - $138,001)                             158,724
     Multiple Allocation Series,
      20,015,834 shares (cost - $246,764)                             262,006
     Capital Appreciation Series,
      10,645,781 shares (cost - $148,931)                             187,898
     Rising Dividends Series,
      10,780,319 shares (cost - $154,551)                             216,038
     Emerging Markets Series,
      3,922,730 shares (cost - $39,763)                                34,520
     Market Manager Series,
      412,444 shares (cost - $4,478)                                    6,793
     Value Equity Series,
      4,777,402 shares (cost - $69,459)                                77,059
     Strategic Equity Series,
      3,701,897 shares (cost - $42,935)                                50,457
     Small Cap Series,
      3,981,210 shares (cost - $47,534)                                52,751
     Managed Global Series,
      9,138,658 shares (cost - $101,193)                              104,729
  Equi-Select Series Trust:
     OTC Portfolio,
      1,287,578 shares (cost - $19,583)                                20,370
     Growth & Income Portfolio,
      3,106,847 shares (cost - $43,694)                                44,943
     Research Portfolio,
      1,918,246 shares (cost - $34,030)                                34,418
     Total Return Portfolio,
      1,708,746 shares (cost - $25,831)                                26,243
     Value + Growth Portfolio,
      1,754,513 shares (cost - $24,618)                                23,188
     International Fixed Income Portfolio,
      19,798 shares (cost - $216)                                         206


</TABLE>

                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                      STATEMENT OF ASSETS AND LIABILITY
                             DECEMBER 31, 1997
                                (Continued)
                          (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                <C>
NET ASSETS 
 Investments at net asset value:
  Greenwich Street Series Fund:
     Appreciation Portfolio,
      14,037 shares (cost - $272)                                        $263
  Travelers Series Fund, Inc.:
     Smith Barney High Income Portfolio,
      15,500 shares (cost - $206)                                         209
     Smith Barney Income and Growth Portfolio,
      11,307 shares (cost - $209)                                         216
     Smith Barney International Equity Portfolio,
      7,460 shares (cost - $101)                                           96
     Smith Barney Money Market Portfolio,
      181,453 shares (cost - $182)                                        182
  Warburg Pincus Trust:
     International Equity Portfolio,
      188,938 shares (cost - $2,075)                                    1,982
                                                                  ____________
     TOTAL ASSETS (cost - $1,434,213)                               1,605,088

LIABILITY
  Payable to Golden American Life Insurance Company
   for charges and fees                                                   817
                                                                  ____________
     TOTAL NET ASSETS                                              $1,604,271
                                                                  ============
NET ASSETS
  For Variable Annuity Insurance Contracts                         $1,587,262
  Retained in Separate Account B by Golden American
   Life Insurance Company                                              17,009
                                                                  ____________
     TOTAL NET ASSETS                                              $1,604,271
                                                                  ============
</TABLE>














See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                            Limited
                                                 Liquid    Maturity     Hard
                                                 Asset       Bond      Assets
                                                Division   Division   Division
                                               ________________________________
<S>                                               <C>        <C>        <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                      $2,290     $3,854     $4,545
   Capital gains distributions                        --         --      4,923
                                               ________________________________
  TOTAL INVESTMENT INCOME                          2,290      3,854      9,468

  Expenses:
   Mortality and expense risk and other charges     (528)      (559)      (527)
   Annual administrative charges                     (24)       (20)       (21)
   Minimum death benefit guarantee charges            (7)        (1)        (3)
   Contingent deferred sales charges                (256)       (34)       (45)
   Other contract charges                             (5)        (1)        (4)
   Amortization of deferred charges related to:
    Deferred sales load                             (503)      (540)      (302)
    Premium taxes                                     (3)        (9)        (6)
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                    (1,326)    (1,164)      (908)
   Fees waived by Golden American                      6         13         10
                                               ________________________________
  NET EXPENSES                                    (1,320)    (1,151)      (898)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                       970      2,703      8,570

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments             --        139      3,106
  Net unrealized appreciation
  (depreciation) of investments                       --       (690)    (9,738)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                          $970     $2,152     $1,938
                                               ================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>


See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                 All-       Real       Fully
                                                Growth     Estate     Managed
                                               Division   Division    Division
                                               ________________________________
<S>                                              <C>       <C>         <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                       $163     $2,740      $5,106
   Capital gains distributions                    1,877      2,326       7,461
                                               ________________________________
  TOTAL INVESTMENT INCOME                         2,040      5,066      12,567

  Expenses:
   Mortality and expense risk and other charges    (809)      (710)     (1,632)
   Annual administrative charges                    (37)       (31)        (75)
   Minimum death benefit guarantee charges           (2)        (3)         (3)
   Contingent deferred sales charges                (40)       (41)        (80)
   Other contract charges                            (3)        (3)         (5)
   Amortization of deferred charges related to:
    Deferred sales load                            (662)      (380)     (1,145)
    Premium taxes                                   (19)        (7)        (30)
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                   (1,572)    (1,175)     (2,970)
   Fees waived by Golden American                    22         10          35
                                               ________________________________
  NET EXPENSES                                   (1,550)    (1,165)     (2,935)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                      490      3,901       9,632

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments           556      2,621       2,407
  Net unrealized appreciation
  (depreciation) of investments                   1,550      5,391       5,898
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       $2,596    $11,913     $17,937
                                               ================================
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>


See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                Multiple    Capital
                                                Alloca-    Apprecia-   Rising
                                                  tion       tion    Dividends
                                                Division   Division   Division
                                               ________________________________
<S>                                              <C>        <C>        <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                     $18,237     $5,745     $1,396
   Capital gains distributions                     8,909     11,398      3,628
                                               ________________________________
  TOTAL INVESTMENT INCOME                         27,146     17,143      5,024

  Expenses:
   Mortality and expense risk and other charges   (2,812)    (1,850)    (2,007)
   Annual administrative charges                    (140)       (85)       (97)
   Minimum death benefit guarantee charges           (13)        (2)        (3)
   Contingent deferred sales charges                (137)       (82)      (145)
   Other contract charges                            (11)        (8)       (10)
   Amortization of deferred charges related to:
    Deferred sales load                           (2,613)    (1,298)    (1,052)
    Premium taxes                                    (58)       (43)       (17)
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                    (5,784)    (3,368)    (3,331)
   Fees waived by Golden American                     57         44         33
                                               ________________________________
  NET EXPENSES                                    (5,727)    (3,324)    (3,298)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                    21,419     13,819      1,726

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments          5,773      8,242      3,602
  Net unrealized appreciation
  (depreciation) of investments                    9,866     16,323     33,738
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       $37,058    $38,384    $39,066
                                               ================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                Emerging   Market      Value
                                                Markets    Manager     Equity
                                                Division  Division    Division
                                               ________________________________
<S>                                              <C>        <C>        <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                         $42      $138      $5,449
   Capital gains distributions                        --       329       1,347
                                               ________________________________
  TOTAL INVESTMENT INCOME                             42       467       6,796

  Expenses:
   Mortality and expense risk and other charges     (470)       --        (746)
   Annual administrative charges                     (19)       (2)        (36)
   Minimum death benefit guarantee charges            (2)       --          (1)
   Contingent deferred sales charges                 (31)       --         (54)
   Other contract charges                             (2)       --          (2)
   Amortization of deferred charges related to:
    Deferred sales load                             (346)      (42)       (266)
    Premium taxes                                     (4)       --          (3)
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                      (874)      (44)     (1,108)
   Fees waived by Golden American                      6         1           8
                                               ________________________________
  NET EXPENSES                                      (868)      (43)     (1,100)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                      (826)      424       5,696

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments         (1,134)      238         898
  Net unrealized appreciation
  (depreciation) of investments                   (2,698)    1,127       5,129
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                       ($4,658)   $1,789     $11,723
                                               ================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                               Strategic    Small      Managed
                                                 Equity      Cap        Global
                                                Division   Division    Division
                                               _________________________________
<S>                                               <C>        <C>         <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                      $2,496         --      $8,296
   Capital gains distributions                        58         --         394
                                               _________________________________
  TOTAL INVESTMENT INCOME                          2,554         --       8,690

  Expenses:
   Mortality and expense risk and other charges     (512)     ($556)     (1,151)
   Annual administrative charges                     (20)       (26)        (47)
   Minimum death benefit guarantee charges            (1)        (1)         (1)
   Contingent deferred sales charges                (150)       (42)        (69)
   Other contract charges                             (2)        (3)         (5)
   Amortization of deferred charges related to:
    Deferred sales load                             (123)      (130)       (779)
    Premium taxes                                     (2)        (1)        (15)
                                               _________________________________
  TOTAL EXPENSES BEFORE WAIVER                      (810)      (759)     (2,067)
   Fees waived by Golden American                      8          5          17
                                               _________________________________
  NET EXPENSES                                      (802)      (754)     (2,050)
                                               _________________________________
  NET INVESTMENT INCOME (LOSS)                     1,752       (754)      6,640

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments          1,180       (174)      2,841
  Net unrealized appreciation
  (depreciation) of investments                    4,847      4,543        (883)
                                               _________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                        $7,779     $3,615      $8,598
                                               =================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                          Growth &    Research
                                                  OTC      Income     Division
                                                Division  Division      (b)
                                               ________________________________
<S>                                               <C>       <C>         <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                        $809    $3,477        $681
   Capital gains distributions                         9         6         327
                                               ________________________________
  TOTAL INVESTMENT INCOME                            818     3,483       1,008

  Expenses:
   Mortality and expense risk and other charges     (146)     (298)       (156)
   Annual administrative charges                     (10)      (23)        (17)
   Minimum death benefit guarantee charges            --        --          --
   Contingent deferred sales charges                 (14)      (29)        (12)
   Other contract charges                             (2)       (1)         (2)
   Amortization of deferred charges related to:
    Deferred sales load                              (35)      (76)        (21)
    Premium taxes                                     --        (2)         --
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                      (207)     (429)       (208)
   Fees waived by Golden American                      1         3           1
                                               ________________________________
  NET EXPENSES                                      (206)     (426)       (207)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                       612     3,057         801

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments             57       177          19
  Net unrealized appreciation
  (depreciation) of investments                      912       980         388
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                        $1,581    $4,214      $1,208
                                               ================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Inter-
                                                                      national
                                                 Total      Value +    Fixed
                                                 Return     Growth     Income
                                                Division   Division   Division
                                                  (a)         (b)       (g)
                                               ________________________________
<S>                                               <C>       <C>            <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                        $589         $3         $8
   Capital gains distributions                       240         --          1
                                               ________________________________
  TOTAL INVESTMENT INCOME                            829          3          9

  Expenses:
   Mortality and expense risk and other charges     (104)       (98)        --
   Annual administrative charges                     (12)       (11)        --
   Minimum death benefit guarantee charges            --         (1)        --
   Contingent deferred sales charges                  (3)        (5)        --
   Other contract charges                             (1)        --         --
   Amortization of deferred charges related to:
    Deferred sales load                              (22)       (25)        --
    Premium taxes                                     --         --         --
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                      (142)      (140)        --
   Fees waived by Golden American                     --         --         --
                                               ________________________________
  NET EXPENSES                                      (142)      (140)        --
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                       687       (137)         9

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments             18        515         (1)
  Net unrealized appreciation
  (depreciation) of investments                      412     (1,430)       (10)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                        $1,117    ($1,052)       ($2)
                                               ================================
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             Smith     Smith
                                                            Barney     Barney
                                                 Appre-      High    Income and
                                                ciation     Income     Growth
                                                Division   Division   Division
                                                  (c)         (c)       (c)
                                               ________________________________
<S>                                                   <C>       <C>        <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          $3         --         --
   Capital gains distributions                        13         --         --
                                               ________________________________
  TOTAL INVESTMENT INCOME                             16         --         --

  Expenses:
   Mortality and expense risk and other charges       (1)       ($1)       ($1)
   Annual administrative charges                      --         --         --
   Minimum death benefit guarantee charges            --         --         --
   Contingent deferred sales charges                  --         --         --
   Other contract charges                             --         --         --
   Amortization of deferred charges related to:
    Deferred sales load                               --         --         --
    Premium taxes                                     --         --         --
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                        (1)        (1)        (1)
   Fees waived by Golden American                     --         --         --
                                               ________________________________
  NET EXPENSES                                        (1)        (1)        (1)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                        15         (1)        (1)

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments              1          1         --
  Net unrealized appreciation
  (depreciation) of investments                       (9)         3          7
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                            $7         $3         $6
                                               ================================

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
</TABLE>
See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                 Smith
                                                 Barney     Smith
                                                 Inter-    Barney      Inter-
                                                national    Money     national
                                                 Equity    Market      Equity
                                                Division  Division    Division
                                                  (d)        (e)        (f)
                                               ________________________________
<S>                                                  <C>       <C>        <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                          --        $1         $43
   Capital gains distributions                        --        --          41
                                               ________________________________
  TOTAL INVESTMENT INCOME                             --         1          84

  Expenses:
   Mortality and expense risk and other charges       --        (1)         (2)
   Annual administrative charges                      --        --          (1)
   Minimum death benefit guarantee charges            --        --          --
   Contingent deferred sales charges                  --        --          --
   Other contract charges                             --        --          --
   Amortization of deferred charges related to:
    Deferred sales load                               --        --          --
    Premium taxes                                     --        --          --
                                               ________________________________
  TOTAL EXPENSES BEFORE WAIVER                        --        (1)         (3)
   Fees waived by Golden American                     --        --          --
                                               ________________________________
  NET EXPENSES                                        --        (1)         (3)
                                               ________________________________
  NET INVESTMENT INCOME (LOSS)                        --        --          81

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments             --        --         (12)
  Net unrealized appreciation
  (depreciation) of investments                      ($5)       --         (93)
                                               ________________________________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                           ($5)      $--        ($24)
                                               ================================
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
</TABLE>
See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                           STATEMENT OF OPERATIONS
             For the year ended December 31, 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>



                                                                      Combined
                                                                     __________
<S>                                                                   <C>
INVESTMENT INCOME (LOSS)
  Income:
   Dividends                                                           $66,111
   Capital gains distributions                                          43,287
                                                                     __________
  TOTAL INVESTMENT INCOME                                              109,398

  Expenses:
   Mortality and expense risk and other charges                        (15,677)
   Annual administrative charges                                          (754)
   Minimum death benefit guarantee charges                                 (44)
   Contingent deferred sales charges                                    (1,269)
   Other contract charges                                                  (70)
   Amortization of deferred charges related to:
    Deferred sales load                                                (10,360)
    Premium taxes                                                         (219)
                                                                     __________
  TOTAL EXPENSES BEFORE WAIVER                                         (28,393)
   Fees waived by Golden American                                          280
                                                                     __________
  NET EXPENSES                                                         (28,113)
                                                                     __________
  NET INVESTMENT INCOME (LOSS)                                          81,285

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
  Net realized gain (loss) on investments                               31,070
  Net unrealized appreciation
  (depreciation) of investments                                         75,558
                                                                     __________
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                                            $187,913
                                                                     ==========

<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997

</TABLE>

See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Liquid
                                                                       Asset
                                                                      Division
                                                                     __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1996                                          $36,491

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             730
  Net realized gain (loss) on investments                                   --
  Net unrealized appreciation (depreciation) of investments                 --
                                                                     __________
  Net increase (decrease) in net assets resulting from operations          730

  Changes from principal transactions:
  Purchase payments                                                     14,178
  Contract distributions and terminations                              (15,313)
  Transfer payments from (to) Fixed Accounts and other Divisions         1,242
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               148
                                                                     __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            255
                                                                     __________
  Total increase (decrease)                                                985
                                                                     __________
NET ASSETS AT DECEMBER 31, 1996                                         37,476

</TABLE>























                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Liquid
                                                                       Asset
                                                                      Division
                                                                     __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            $970
  Net realized gain (loss) on investments                                   --
  Net unrealized appreciation (depreciation) of investments                 --
                                                                     __________
  Net increase (decrease) in net assets resulting from operations          970

  Changes from principal transactions:
  Purchase payments                                                     29,455
  Contract distributions and terminations                              (18,096)
  Transfer payments from (to) Fixed Accounts and other Divisions         7,253
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               196
                                                                     __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         18,808
                                                                     __________
  Total increase (decrease)                                             19,778
                                                                     __________
NET ASSETS AT DECEMBER 31, 1997                                        $57,254
                                                                     ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Limited
                                                                     Maturity
                                                                       Bond
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $67,837

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          4,507
  Net realized gain (loss) on investments                                 314
  Net unrealized appreciation (depreciation) of investments            (3,831)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         990

  Changes from principal transactions:
  Purchase payments                                                     5,869
  Contract distributions and terminations                              (9,672)
  Transfer payments from (to) Fixed Accounts and other Divisions      (10,189)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (501)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (14,493)
                                                                    __________
  Total increase (decrease)                                           (13,503)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        54,334

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Limited
                                                                     Maturity
                                                                       Bond
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $2,703
  Net realized gain (loss) on investments                                 139
  Net unrealized appreciation (depreciation) of investments              (690)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,152

  Changes from principal transactions:
  Purchase payments                                                     5,847
  Contract distributions and terminations                              (8,648)
  Transfer payments from (to) Fixed Accounts and other Divisions       (1,150)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (68)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (4,019)
                                                                    __________
  Total increase (decrease)                                            (1,867)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $52,467
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Hard
                                                                      Assets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $26,990

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          3,916
  Net realized gain (loss) on investments                               2,353
  Net unrealized appreciation (depreciation) of investments             2,704
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       8,973

  Changes from principal transactions:
  Purchase payments                                                     6,154
  Contract distributions and terminations                              (4,962)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,904
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              242
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         7,338
                                                                    __________
  Total increase (decrease)                                            16,311
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        43,301

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Hard
                                                                      Assets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $8,570
  Net realized gain (loss) on investments                               3,106
  Net unrealized appreciation (depreciation) of investments            (9,738)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,938

  Changes from principal transactions:
  Purchase payments                                                     6,936
  Contract distributions and terminations                              (5,699)
  Transfer payments from (to) Fixed Accounts and other Divisions         (886)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (87)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           264
                                                                    __________
  Total increase (decrease)                                             2,202
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $45,503
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    All-Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $91,956

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           (150)
  Net realized gain (loss) on investments                               2,112
  Net unrealized appreciation (depreciation) of investments            (4,894)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (2,932)

  Changes from principal transactions:
  Purchase payments                                                    10,539
  Contract distributions and terminations                             (12,597)
  Transfer payments from (to) Fixed Accounts and other Divisions       (9,493)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (631)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (12,182)
                                                                    __________
  Total increase (decrease)                                           (15,114)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        76,842

</TABLE>























                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    All-Growth
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $490
  Net realized gain (loss) on investments                                 556
  Net unrealized appreciation (depreciation) of investments             1,550
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       2,596

  Changes from principal transactions:
  Purchase payments                                                     7,441
  Contract distributions and terminations                             (10,832)
  Transfer payments from (to) Fixed Accounts and other Divisions       (4,053)
  Addition to (rellocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (256)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (7,700)
                                                                    __________
  Total increase (decrease)                                            (5,104)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $71,738
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>











See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Real
                                                                      Estate
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $34,813

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          2,214
  Net realized gain (loss) on investments                                 652
  Net unrealized appreciation (depreciation) of investments             8,605
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      11,471

  Changes from principal transactions:
  Purchase payments                                                     5,981
  Contract distributions and terminations                              (4,775)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,076
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              115
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         4,397
                                                                    __________
  Total increase (decrease)                                            15,868
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        50,681

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Real
                                                                      Estate
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $3,901
  Net realized gain (loss) on investments                               2,621
  Net unrealized appreciation (depreciation) of investments             5,391
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      11,913

  Changes from principal transactions:
  Purchase payments                                                    14,095
  Contract distributions and terminations                              (5,798)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,766
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               43
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        12,106
                                                                    __________
  Total increase (decrease)                                            24,019
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $74,700
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Fully
                                                                     Managed
                                                                     Division
                                                                    __________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1996                                        $117,327

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          7,463
  Net realized gain (loss) on investments                               2,245
  Net unrealized appreciation (depreciation) of investments             6,614
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      16,322

  Changes from principal transactions:
  Purchase payments                                                    16,217
  Contract distributions and terminations                             (17,846)
  Transfer payments from (to) Fixed Accounts and other Divisions        2,478
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (67)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           782
                                                                    __________
  Total increase (decrease)                                            17,104
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                       134,431

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Fully
                                                                     Managed
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $9,632
  Net realized gain (loss) on investments                               2,407
  Net unrealized appreciation (depreciation) of investments             5,898
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      17,937

  Changes from principal transactions:
  Purchase payments                                                    19,633
  Contract distributions and terminations                             (17,687)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,389
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (53)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         6,282
                                                                    __________
  Total increase (decrease)                                            24,219
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                      $158,650
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Multiple
                                                                    Allocation
                                                                     Division
                                                                    __________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1996                                        $305,502

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         18,091
  Net realized gain (loss) on investments                               6,043
  Net unrealized appreciation (depreciation) of investments            (7,108)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      17,026

  Changes from principal transactions:
  Purchase payments                                                    16,631
  Contract distributions and terminations                             (44,014)
  Transfer payments from (to) Fixed Accounts and other Divisions      (23,461)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                           (1,257)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (52,101)
                                                                    __________
  Total increase (decrease)                                           (35,075)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                       270,427

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Multiple
                                                                    Allocation
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                        $21,419
  Net realized gain (loss) on investments                               5,773
  Net unrealized appreciation (depreciation) of investments             9,866
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      37,058

  Changes from principal transactions:
  Purchase payments                                                     9,404
  Contract distributions and terminations                             (45,162)
  Transfer payments from (to) Fixed Accounts and other Divisions       (9,649)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (209)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                       (45,616)
                                                                    __________
  Total increase (decrease)                                            (8,558)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                      $261,869
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Capital
                                                                  Appreciation
                                                                    Division
                                                                  ____________
<S>                                                                  <C>
NET ASSETS AT JANUARY 1, 1996                                        $121,049

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          7,757
  Net realized gain (loss) on investments                               4,853
  Net unrealized appreciation (depreciation) of investments             8,839
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations      21,449

  Changes from principal transactions:
  Purchase payments                                                    16,081
  Contract distributions and terminations                             (16,095)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,299
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              206
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                         3,491
                                                                  ____________
  Total increase (decrease)                                            24,940
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1996                                       145,989

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Capital
                                                                  Appreciation
                                                                    Division
                                                                  ____________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                        $13,819
  Net realized gain (loss) on investments                               8,242
  Net unrealized appreciation (depreciation) of investments            16,323
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations      38,384

  Changes from principal transactions:
  Purchase payments                                                    17,440
  Contract distributions and terminations                             (20,143)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,915
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              232
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                         3,444
                                                                  ____________
  Total increase (decrease)                                            41,828
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1997                                      $187,817
                                                                  ============

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Rising
                                                                    Dividends
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $80,342

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           (455)
  Net realized gain (loss) on investments                               4,125
  Net unrealized appreciation (depreciation) of investments            12,317
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      15,987

  Changes from principal transactions:
  Purchase payments                                                    25,572
  Contract distributions and terminations                             (12,639)
  Transfer payments from (to) Fixed Accounts and other Divisions       13,857
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              454
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        27,244
                                                                    __________
  Total increase (decrease)                                            43,231
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                       123,573

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Rising
                                                                    Dividends
                                                                     Division
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $1,726
  Net realized gain (loss) on investments                               3,602
  Net unrealized appreciation (depreciation) of investments            33,738
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      39,066

  Changes from principal transactions:
  Purchase payments                                                    45,995
  Contract distributions and terminations                             (18,620)
  Transfer payments from (to) Fixed Accounts and other Divisions       25,458
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              471
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        53,304
                                                                    __________
  Total increase (decrease)                                            92,370
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                      $215,943
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Emerging
                                                                     Markets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $36,887

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           (998)
  Net realized gain (loss) on investments                              (2,959)
  Net unrealized appreciation (depreciation) of investments             5,674
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,717

  Changes from principal transactions:
  Purchase payments                                                     6,432
  Contract distributions and terminations                              (6,450)
  Transfer payments from (to) Fixed Accounts and other Divisions       (1,273)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (160)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        (1,451)
                                                                    __________
  Total increase (decrease)                                               266
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        37,153

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Emerging
                                                                     Markets
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($826)
  Net realized gain (loss) on investments                              (1,134)
  Net unrealized appreciation (depreciation) of investments            (2,698)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (4,658)

  Changes from principal transactions:
  Purchase payments                                                     5,427
  Contract distributions and terminations                              (5,304)
  Transfer payments from (to) Fixed Accounts and other Divisions        2,002
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                             (119)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         2,006
                                                                    __________
  Total increase (decrease)                                            (2,652)
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $34,501
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Market
                                                                     Manager
                                                                     Division
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1996                                          $5,206

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            396
  Net realized gain (loss) on investments                                 327
  Net unrealized appreciation (depreciation) of investments               245
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         968

  Changes from principal transactions:
  Purchase payments                                                      (111)
  Contract distributions and terminations                                (383)
  Transfer payments from (to) Fixed Accounts and other Divisions         (187)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (14)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                          (695)
                                                                    __________
  Total increase (decrease)                                               273
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                         5,479

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Market
                                                                     Manager
                                                                     Division
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $424
  Net realized gain (loss) on investments                                 238
  Net unrealized appreciation (depreciation) of investments             1,127
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,789

  Changes from principal transactions:
  Purchase payments                                                       (59)
  Contract distributions and terminations                                (189)
  Transfer payments from (to) Fixed Accounts and other Divisions         (303)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               (1)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                          (552)
                                                                    __________
  Total increase (decrease)                                             1,237
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        $6,716
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
NET ASSETS AT JANUARY 1, 1996                                         $28,447

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          1,157
  Net realized gain (loss) on investments                               1,290
  Net unrealized appreciation (depreciation) of investments               601
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,048

  Changes from principal transactions:
  Purchase payments                                                    15,780
  Contract distributions and terminations                              (3,990)
  Transfer payments from (to) Fixed Accounts and other Divisions         (376)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (48)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        11,366
                                                                    __________
  Total increase (decrease)                                            14,414
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        42,861

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Value
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $5,696
  Net realized gain (loss) on investments                                 898
  Net unrealized appreciation (depreciation) of investments             5,129
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      11,723

  Changes from principal transactions:
  Purchase payments                                                    16,881
  Contract distributions and terminations                              (5,181)
  Transfer payments from (to) Fixed Accounts and other Divisions       10,573
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              168
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        22,441
                                                                    __________
  Total increase (decrease)                                            34,164
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $77,025
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1996                                          $8,031

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            275
  Net realized gain (loss) on investments                                 161
  Net unrealized appreciation (depreciation) of investments             2,648
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,084

  Changes from principal transactions:
  Purchase payments                                                    12,046
  Contract distributions and terminations                              (1,671)
  Transfer payments from (to) Fixed Accounts and other Divisions        8,149
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              219
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        18,743
                                                                    __________
  Total increase (decrease)                                            21,827
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        29,858

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Strategic
                                                                      Equity
                                                                     Division
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $1,752
  Net realized gain (loss) on investments                               1,180
  Net unrealized appreciation (depreciation) of investments             4,847
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       7,779

  Changes from principal transactions:
  Purchase payments                                                     9,853
  Contract distributions and terminations                              (4,107)
  Transfer payments from (to) Fixed Accounts and other Divisions        6,920
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              134
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        12,800
                                                                    __________
  Total increase (decrease)                                            20,579
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $50,437
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Small Cap
                                                                     Division
                                                                       (a)
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1996                                              --

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($369)
  Net realized gain (loss) on investments                                  25
  Net unrealized appreciation (depreciation) of investments               674
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         330

  Changes from principal transactions:
  Purchase payments                                                    17,552
  Contract distributions and terminations                              (1,530)
  Transfer payments from (to) Fixed Accounts and other Divisions       16,293
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              411
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        32,726
                                                                    __________
  Total increase (decrease)                                            33,056
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        33,056

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Small Cap
                                                                     Division
                                                                       (a)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($754)
  Net realized gain (loss) on investments                                (174)
  Net unrealized appreciation (depreciation) of investments             4,543
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       3,615

  Changes from principal transactions:
  Purchase payments                                                    13,691
  Contract distributions and terminations                              (3,143)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,487
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               19
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        16,054
                                                                    __________
  Total increase (decrease)                                            19,669
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $52,725
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Managed
                                                                      Global
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                    <C>
NET ASSETS AT JANUARY 1, 1996                                              --

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($350)
  Net realized gain (loss) on investments                                 116
  Net unrealized appreciation (depreciation) of investments             4,419
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       4,185

  Changes from principal transactions:
  Purchase payments                                                     3,524
  Contract distributions and terminations                              (3,844)
  Transfer payments from (to) Fixed Accounts and other Divisions       80,286
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                            2,115
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        82,081
                                                                    __________
  Total increase (decrease)                                            86,266
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                        86,266

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Managed
                                                                      Global
                                                                     Division
                                                                       (b)
                                                                    __________
<S>                                                                  <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $6,640
  Net realized gain (loss) on investments                               2,841
  Net unrealized appreciation (depreciation) of investments              (883)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       8,598

  Changes from principal transactions:
  Purchase payments                                                    17,472
  Contract distributions and terminations                             (12,081)
  Transfer payments from (to) Fixed Accounts and other Divisions        4,438
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              (12)
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         9,817
                                                                    __________
  Total increase (decrease)                                            18,415
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                      $104,681
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       OTC
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                     <C>
NET ASSETS AT JANUARY 1, 1996                                              --

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $204
  Net realized gain (loss) on investments                                   1
  Net unrealized appreciation (depreciation) of investments              (125)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          80

  Changes from principal transactions:
  Purchase payments                                                     1,207
  Contract distributions and terminations                                 (36)
  Transfer payments from (to) Fixed Accounts and other Divisions        3,248
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               72
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         4,491
                                                                    __________
  Total increase (decrease)                                             4,571
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                         4,571

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                       OTC
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $612
  Net realized gain (loss) on investments                                  57
  Net unrealized appreciation (depreciation) of investments               912
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,581

  Changes from principal transactions:
  Purchase payments                                                     8,980
  Contract distributions and terminations                                (580)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,763
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               46
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        14,209
                                                                    __________
  Total increase (decrease)                                            15,790
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $20,361
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Growth &
                                                                      Income
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                     <C>
NET ASSETS AT JANUARY 1, 1996                                              --

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             --
  Net realized gain (loss) on investments                                  $1
  Net unrealized appreciation (depreciation) of investments               269
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         270

  Changes from principal transactions:
  Purchase payments                                                     2,760
  Contract distributions and terminations                                 (43)
  Transfer payments from (to) Fixed Accounts and other Divisions        5,164
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              124
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         8,005
                                                                    __________
  Total increase (decrease)                                             8,275
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                         8,275

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Growth &
                                                                      Income
                                                                     Division
                                                                       (c)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         $3,057
  Net realized gain (loss) on investments                                 177
  Net unrealized appreciation (depreciation) of investments               980
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       4,214

  Changes from principal transactions:
  Purchase payments                                                    22,706
  Contract distributions and terminations                              (1,861)
  Transfer payments from (to) Fixed Accounts and other Divisions       11,481
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              107
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        32,433
                                                                    __________
  Total increase (decrease)                                            36,647
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $44,922
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Research
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>






















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Research
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $801
  Net realized gain (loss) on investments                                  19
  Net unrealized appreciation (depreciation) of investments               388
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,208

  Changes from principal transactions:
  Purchase payments                                                    19,514
  Contract distributions and terminations                                (534)
  Transfer payments from (to) Fixed Accounts and other Divisions       14,044
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              170
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        33,194
                                                                    __________
  Total increase (decrease)                                            34,402
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $34,402
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>










See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Total
                                                                      Return
                                                                     Division
                                                                       (d)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Total
                                                                      Return
                                                                     Division
                                                                       (d)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                           $687
  Net realized gain (loss) on investments                                  18
  Net unrealized appreciation (depreciation) of investments               412
                                                                    __________
  Net increase (decrease) in net assets resulting from operations       1,117

  Changes from principal transactions:
  Purchase payments                                                    15,427
  Contract distributions and terminations                                (602)
  Transfer payments from (to) Fixed Accounts and other Divisions       10,193
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               96
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        25,114
                                                                    __________
  Total increase (decrease)                                            26,231
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $26,231
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Value +
                                                                      Growth
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Value +
                                                                      Growth
                                                                     Division
                                                                       (e)
                                                                    __________
<S>                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                          ($137)
  Net realized gain (loss) on investments                                 515
  Net unrealized appreciation (depreciation) of investments            (1,430)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations      (1,052)

  Changes from principal transactions:
  Purchase payments                                                    15,158
  Contract distributions and terminations                                (431)
  Transfer payments from (to) Fixed Accounts and other Divisions        9,404
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               99
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                        24,230
                                                                    __________
  Total increase (decrease)                                            23,178
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                       $23,178
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Inter-
                                                                     national
                                                                      Fixed
                                                                      Income
                                                                     Division
                                                                       (j)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Inter-
                                                                     national
                                                                      Fixed
                                                                      Income
                                                                     Division
                                                                       (j)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             $9
  Net realized gain (loss) on investments                                  (1)
  Net unrealized appreciation (depreciation) of investments               (10)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          (2)

  Changes from principal transactions:
  Purchase payments                                                       190
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           18
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           208
                                                                    __________
  Total increase (decrease)                                               206
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                          $206
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>







See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Appre-
                                                                     ciation
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>





















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Appre-
                                                                     ciation
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            $15
  Net realized gain (loss) on investments                                   1
  Net unrealized appreciation (depreciation) of investments                (9)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           7

  Changes from principal transactions:
  Purchase payments                                                       256
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           256
                                                                    __________
  Total increase (decrease)                                               263
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                          $263
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>









See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                       High
                                                                      Income
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                       High
                                                                      Income
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            ($1)
  Net realized gain (loss) on investments                                   1
  Net unrealized appreciation (depreciation) of investments                 3
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           3

  Changes from principal transactions:
  Purchase payments                                                       206
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           206
                                                                    __________
  Total increase (decrease)                                               209
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                          $209
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>







See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                    Income and
                                                                      Growth
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                    Income and
                                                                      Growth
                                                                     Division
                                                                       (f)
                                                                    __________
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            ($1)
  Net realized gain (loss) on investments                                  --
  Net unrealized appreciation (depreciation) of investments                 7
                                                                    __________
  Net increase (decrease) in net assets resulting from operations           6

  Changes from principal transactions:
  Purchase payments                                                       204
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions            5
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           209
                                                                    __________
  Total increase (decrease)                                               215
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                          $215
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>







See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (g)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>


















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (g)
                                                                    __________
<S>                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                             --
  Net realized gain (loss) on investments                                  --
  Net unrealized appreciation (depreciation) of investments               ($5)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations          (5)

  Changes from principal transactions:
  Purchase payments                                                        99
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions            2
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           101
                                                                    __________
  Total increase (decrease)                                                96
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                           $96
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>






See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Money
                                                                      Market
                                                                     Division
                                                                       (h)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Smith
                                                                      Barney
                                                                      Money
                                                                      Market
                                                                     Division
                                                                       (h)
                                                                    __________
<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                                                      $183
  Contract distributions and terminations                                  (1)
  Transfer payments from (to) Fixed Accounts and other Divisions           (1)
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                           181
                                                                    __________
  Total increase (decrease)                                               181
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                          $181
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>







See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                     Division
                                                                       (i)
                                                                    __________
<S>                                                                        <C>
NET ASSETS AT JANUARY 1, 1996                                              --

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                                                        --
  Contract distributions and terminations                                  --
  Transfer payments from (to) Fixed Accounts and other Divisions           --
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                            --
                                                                    __________
  Total increase (decrease)                                                --
                                                                    __________
NET ASSETS AT DECEMBER 31, 1996                                            --

</TABLE>



















                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      Inter-
                                                                     national
                                                                      Equity
                                                                      Income
                                                                     Division
                                                                       (i)
                                                                    __________
<S>                                                                    <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                            $81
  Net realized gain (loss) on investments                                 (12)
  Net unrealized appreciation (depreciation) of investments               (93)
                                                                    __________
  Net increase (decrease) in net assets resulting from operations         (24)

  Changes from principal transactions:
  Purchase payments                                                     1,825
  Contract distributions and terminations                                  (2)
  Transfer payments from (to) Fixed Accounts and other Divisions          182
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                               --
                                                                    __________
  Increase (decrease) in net assets derived from principal
   transactions                                                         2,005
                                                                    __________
  Total increase (decrease)                                             1,981
                                                                    __________
NET ASSETS AT DECEMBER 31, 1997                                        $1,981
                                                                    ==========

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>







See accompanying notes.
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                 <C>
NET ASSETS AT JANUARY 1, 1996                                        $960,878

INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         44,388
  Net realized gain (loss) on investments                              21,659
  Net unrealized appreciation (depreciation) of investments            37,651
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations     103,698

  Changes from principal transactions:
  Purchase payments                                                   176,412
  Contract distributions and terminations                            (155,860)
  Transfer payments from (to) Fixed Accounts and other Divisions       98,017
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                            1,428
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                       119,997
                                                                  ____________
  Total increase (decrease)                                           223,695
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1996                                     1,184,573

</TABLE>
























                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT B
                      STATEMENTS OF CHANGES IN NET ASSETS
        For the years ended December 31, 1996 and 1997, Except as Noted
                                 (Continued)
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                    Combined
                                                                  ____________
<S>                                                                <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
  Net investment income (loss)                                         81,285
  Net realized gain (loss) on investments                              31,070
  Net unrealized appreciation (depreciation) of investments            75,558
                                                                  ____________
  Net increase (decrease) in net assets resulting from operations     187,913

  Changes from principal transactions:
  Purchase payments                                                   304,259
  Contract distributions and terminations                            (184,701)
  Transfer payments from (to) Fixed Accounts and other Divisions      111,251
  Addition to (reallocation from) assets retained in the Account
   by Golden American Life Insurance Company                              976
                                                                  ____________
  Increase (decrease) in net assets derived from principal
   transactions                                                       231,785
                                                                  ____________
  Total increase (decrease)                                           419,698
                                                                  ____________
NET ASSETS AT DECEMBER 31, 1997                                    $1,604,271
                                                                  ============

<FN>
(a) Commencement of operations, January 3, 1996
(b) Commencement of operations, September 3, 1996
(c) Commencement of operations, September 23, 1996
(d) Commencement of operations, February 3, 1997
(e) Commencement of operations, February 4, 1997
(f) Commencement of operations, August 26, 1997
(g) Commencement of operations, September 18, 1997
(h) Commencement of operations, September 24, 1997
(i) Commencement of operations, October 9, 1997
(j) Commencement of operations, October 24, 1997

</TABLE>












See accompanying notes.

<PAGE>
<PAGE>

                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT B
                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 1997

NOTE 1 - ORGANIZATION

Separate Account B (the "Account") was established by Golden American Life
Insurance Company ("Golden American") to support the operations of variable
annuity contracts ("Contracts").  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.  The Account is registered as a unit investment trust with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended. Golden American provides for variable accumulation and
benefits under the contracts by crediting annuity considerations to one or
more divisions within the Account or to the Golden American Guaranteed
Interest Division, the Golden American Fixed Interest Division and the
Fixed Separate Account, which are not part of the Account, as directed by
the Contractowners. The portion of the Account's assets applicable to
Contracts will not be chargeable with liabilities arising out of any other
business Golden American may conduct, but obligations of the Account,
including the promise to make benefit payments, are obligations of Golden
American.  The assets and liabilities of the Account are clearly identified
and distinguished from the other assets and liabilities of Golden American.

At December 31, 1997, the Account had, under GoldenSelect Contracts, twenty-
two investment divisions:  the Liquid Asset, the Limited Maturity Bond, the
Hard Assets (formerly the Natural Resources), the All-Growth, the Real
Estate, the Fully Managed, the Multiple Allocation, the Capital
Appreciation, the Rising Dividends, the Emerging Markets, the Market
Manager, the Value Equity, the Strategic Equity, the Small Cap, the Managed
Global, the OTC, the Growth & Income, the Research, the Total Return, the
Value + Growth, the International Equity and the International Fixed Income
Divisions ("Divisions").  The Account also had, under Granite PrimElite
Contracts, eight investment divisions:  the OTC, the Research, the Total
Return, the Appreciation, the Smith Barney High Income, the Smith Barney
Income and Growth, the Smith Barney International Equity and the Smith Barney
Money Market Divisions (collectively with the divisions noted above,
"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, the Equi-Select Series Trust, Travelers
Series Fund, Inc., the Greenwich Street Series Fund (formerly the Smith
Barney Series Fund) or the Warburg Pincus Trust (the "Trusts"). The Account
also includes The Fund For Life Division, which is not included in the
accompanying financial statements, and which ceased to accept new Contracts
effective December 31, 1994.

The Market Manager Division was open for investment for only a brief period
during 1994 and 1995.  This Division is now closed and Contractowners are
not permitted to direct their investments into this Division.
Contractowners with investments in the Market Manager Division were
permitted to elect to update their Contracts to DVA PLUS Contracts.





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

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

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

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

NOTE 3 - CHARGES AND FEES

Contracts currently being sold include the DVA 100, DVA Series 100, DVA
PLUS, Granite PrimElite, ACCESS, ES II and the PREMIUM PLUS.  The DVA PLUS,
ACCESS and the PREMIUM PLUS each have three different death benefit options
referred to as Standard, Annual Ratchet and 7% Solution; however, in the
state of Washington, the 5.5% Solution is offered instead of the 7%
Solution.  Granite PrimElite has two death benefit options referred to as
Standard and Annual Ratchet.  Golden American discontinued external sales
of DVA 80 in May 1991. In December 1995, Golden American also discontinued
external sales of DVA 100, however, both the DVA 80 and DVA 100 contracts
continue to be available to Golden American employees and agents.  Under
the terms of the Contracts, certain charges are allocated to the Contracts
to cover Golden American's expenses in connection with the issuance and
administration of the Contracts. Following is a summary of these charges:

MORTALITY AND EXPENSE RISK AND OTHER CHARGES

   MORTALITY AND EXPENSE RISK CHARGES:  Golden American assumes mortality
   and expense risks related to the operations of the Account and, in
   accordance with the terms of the Contracts, deducts a daily charge from
   the assets of the Account.
  










NOTE 3 - CHARGES AND FEES - CONTINUED

Daily charges deducted at annual rates to cover these risks are as follows:
  
<TABLE>
<CAPTION>

Series                                        Annual Rates
__________________________________         __________________
<S>                                               <C>
DVA 80                                             .80%
DVA 100                                            .90
DVA Series 100                                    1.25
DVA PLUS - Standard                               1.10
DVA PLUS - Annual Ratchet                         1.25
DVA PLUS - 5.5% Solution                          1.25
DVA PLUS - 7% Solution                            1.40
ACCESS - Standard                                 1.25
ACCESS - Annual Ratchet                           1.40
ACCESS - 5.5% Solution                            1.40
ACCESS - 7% Solution                              1.55
PREMIUM PLUS - Standard                           1.25
PREMIUM PLUS - Annual Ratchet                     1.40
PREMIUM PLUS - 5.5% Solution                      1.40
PREMIUM PLUS - 7% Solution                        1.55
ES II                                             1.25
Granite PrimElite - Standard                      1.10
Granite PrimElite - Annual Ratchet                1.25

</TABLE>

   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 the DVA PLUS, Granite
   PrimElite, ACCESS, ES II and the PREMIUM PLUS Contracts.

ANNUAL ADMINISTRATIVE CHARGES:   An administrative charge of $40 per
Contract year  for  every  Contract  except ES II Contracts and DVA PLUS,
PREMIUM PLUS and ACCESS Contracts in the state of Washington which charge
$30.  This charge is deducted from the accumulation value of Deferred
Annuity Contracts to cover ongoing administrative expenses. The charge is
incurred on the Contract anniversary date and deducted at the end of the 
Contract anniversary period.  This charge has been waived for certain 
offerings of the Contracts.

MINIMUM DEATH BENEFIT GUARANTEE CHARGES:  For certain Contracts, a minimum
death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed
death benefit per Contract year is deducted from the accumulation value of
Deferred Annuity Contracts on each Contract anniversary date.










NOTE 3 - CHARGES AND FEES - CONTINUED

CONTINGENT DEFERRED SALES CHARGES:  Under DVA PLUS, ES II and PREMIUM PLUS
Contracts, 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 period
reflected in the following table, from the date a premium payment is
received.

<TABLE>
<CAPTION>

Complete Years Elapsed Since
      Premium Payment                       Surrender Charge
____________________________  _____________________________________________

                               DVA PLUS          ES II        PREMIUM PLUS
                              ___________  _________________  _____________
<S>                               <C>             <C>              <C>
             0                     7%              8%               8%
             1                     7               7                8
             2                     6               6                8
             3                     5               5                8
             4                     4               4                7
             5                     3               3                6
             6                     1               2                5
             7                    --               1                3
             8                    --              --                1
             9+                   --              --               --

</TABLE>


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 7.5% was applicable to each premium payment for sales-
related expenses as specified in the Contracts.  For DVA Series 100, the
sales load is deducted in equal annual installments over the period the
Contract is in force, not to exceed 10 years.  For DVA 80 and DVA 100
Contracts, although the sales load is chargeable to each premium when it is
received by Golden American, the amount of such charge is initially
advanced by Golden American to Contractowners and included in the
accumulation value and then deducted in equal installments on each Contract
anniversary date over a period of six years.  Upon surrender of the
Contract, the unamortized deferred sales load is deducted from the
accumulation value by Golden American.  In addition, when partial
withdrawal limits are exceeded, a portion of the unamortized deferred sales
load is deducted.

PREMIUM TAXES:  For certain Contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract.  The amount and
timing of the deduction depend on the annuitant's state of residence and
currently ranges up to 3.5% of premiums.


NOTE 3 - CHARGES AND FEES - CONTINUED

FEES WAIVED BY GOLDEN AMERICAN:  Certain charges and fees for various types
of Contracts are currently waived by Golden American.  Golden American
reserves the right to discontinue these waivers at its discretion or to
conform with changes in the law.  The net assets retained in the Account by
Golden American in the accompanying financial statements represent the
unamortized deferred sales load and premium taxes advanced by Golden
American, noted above.  Net assets retained in the Account by Golden
American are as follows:

<TABLE>
<CAPTION>
                                                    Combined
                                        ___________________________________
                                             1997               1996
                                        _______________   _________________
                                              (Dollars in thousands)
<S>                                            <C>                 <C>
Balance at beginning of period                 $26,612             $35,980
Sales load advanced                                616                 380
Premium tax advanced                                 7                  11
Net transfer from Separate Account D,
 Fixed Account and other Divisions                 353               2,672
Amortization of deferred sales load
 and premium tax                               (10,579)            (12,431)
                                        _______________   _________________
Balance at end of period                       $17,009             $26,612
                                        ===============   =================

</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>
                                                Year Ended December 31,
                                               _________________________

                                                         1997
                                               _________________________
                                                Purchases      Sales
                                               _________________________
                                                 (Dollars in thousands)
<S>                                               <C>          <C>
The GCG Trust:
 Liquid Asset Series                               $94,848      $75,062
 Limited Maturity Bond Series                       12,572       13,891
 Hard Assets Series                                 21,526       12,693
 All-Growth Series                                   7,468       14,683
 Real Estate Series                                 24,254        8,239
 Fully Managed Series                               27,691       11,768
 Multiple Allocation Series                         30,819       55,031
 Capital Appreciation Series                        41,409       24,135
 Rising Dividends Series                            63,949        8,887
 Emerging Markets Series                             8,023        6,846
 Market Manager Series                                 467          623
 Value Equity Series                                32,557        4,409
 Strategic Equity Series                            19,475        4,918
 Small Cap Series                                   25,870       10,563
 Managed Global Series                              37,985       21,524
Equi-Select Series Trust:
 OTC Portfolio                                      18,373        3,328
 Growth & Income Portfolio                          37,291        1,763
 Research Portfolio                                 34,430          419
 Total Return Portfolio                             26,167          354
 Value + Growth Portfolio                           30,053        5,950
 International Fixed Income Portfolio                  224            7
Greenwich Street Series Fund:
 Appreciation Portfolio                                283           12
Travelers Series Fund, Inc.:
 Smith Barney High Income Portfolio                    216           11
 Smith Barney Income and Growth Porfolio               210            1
 Smith Barney International Equity Portfolio           103            2
 Smith Barney Money Market Portfolio                   194           12
Warburg Pincust Trust:
 International Equity Portfolio                      2,146           59
                                               _________________________
                                                  $598,603     $285,190
                                               =========================

</TABLE>








NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES - CONTINUED

<TABLE>
<CAPTION>
                                                Year Ended December 31,
                                               _________________________

                                                         1996
                                               _________________________
                                                Purchases      Sales
                                               _________________________
                                                  (Dollars in thousands)
<S>                                               <C>          <C>
The GCG Trust:
 Liquid Asset Series                               $64,148      $63,169
 Limited Maturity Bond Series                       13,202       23,196
 Hard Assets Series                                 22,965       11,706
 All-Growth Series                                  10,482       22,833
 Real Estate Series                                 12,388        5,777
 Fully Managed Series                               22,506       14,263
 Multiple Allocation Series                         28,625       62,678
 Capital Appreciation Series                        32,609       21,360
 Rising Dividends Series                            41,303       14,500
 Emerging Markets Series                            11,043       13,496
 Market Manager Series                                 449        1,388
 Value Equity Series                                20,546        8,015
 Strategic Equity Series                            20,731        1,702
 Small Cap Series                                   47,577       15,201
 Managed Global Series                              85,923        4,148
Equi-Select Series Trust:
 OTC Portfolio                                       4,644          164
 Growth & Income Portfolio                           8,037           49
 Research Portfolio                                     --           --
 Total Return Portfolio                                 --           --
 Value + Growth Portfolio                               --           --
 International Fixed Income Portfolio                   --           --
Greenwich Street Series Fund:
 Appreciation Portfolio                                 --           --
Travelers Series Fund, Inc.:
 Smith Barney High Income Portfolio                     --           --
 Smith Barney Income and Growth Porfolio                --           --
 Smith Barney International Equity Portfolio            --           --
 Smith Barney Money Market Portfolio                    --           --
Warburg Pincust Trust:
 International Equity Portfolio                         --           --
                                               _________________________
                                                  $447,178     $283,645
                                               =========================

</TABLE>










NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS

Contractowners' transactions shown in the following table reflect gross
inflows ("Purchases") and outflows ("Sales") in units for each Division.
The activity includes Contractowners electing to update a DVA 100 or DVA
Series 100 Contract to a DVA PLUS Contract.  Updates to DVA PLUS Contracts
resulted 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>
                                                Year Ended December 31,
                                               _________________________

                                                         1997
                                               _________________________
                                                Purchases      Sales
                                               _________________________
<S>                                              <C>          <C>
Liquid Asset Division                            8,859,035    7,508,736
Limited Maturity Bond Division                     814,102    1,099,923
Hard Assets Division                               955,532      934,748
All-Growth Division                                902,597    1,467,510
Real Estate Division                             1,165,038      633,059
Fully Managed Division                           1,588,523    1,271,492
Multiple Allocation Division                       858,882    3,296,283
Capital Appreciation Division                    1,899,517    1,801,059
Rising Dividends Division                        4,263,972    1,391,248
Emerging Markets Division                        1,231,916    1,082,071
Market Manager Division                                 --       31,196
Value Equity Division                            1,792,574      522,420
Strategic Equity Division                        1,539,555      551,638
Small Cap Division                               3,022,647    1,720,403
Managed Global Division                          3,674,935    2,873,007
OTC Division                                     1,166,129      357,910
Growth & Income Division                         2,623,649      368,883
Research Division                                1,962,393      137,427
Total Return Division                            1,683,989       52,603
Value + Growth Division                          2,598,824      818,375
International Fixed Income Division                 18,902        1,482
Appreciation Division                               19,581          822
Smith Barney High Income Division                   15,972          739
Smith Barney Income and Growth Division             12,176           39
Smith Barney International Equity Division           7,216          138
Smith Barney Money Market Division                  17,685        1,114
International Equity Division                      208,851        9,015

</TABLE>









NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS - CONTINUED

<TABLE>
<CAPTION>
                                                Year Ended December 31,
                                               _________________________

                                                         1996
                                               _________________________
                                                Purchases      Sales
                                               _________________________
<S>                                              <C>          <C>
Liquid Asset Division                            5,982,248    6,003,930
Limited Maturity Bond Division                     829,366    1,824,946
Hard Assets Division                             1,374,569      978,096
All-Growth Division                              1,228,512    2,169,543
Real Estate Division                               754,585      552,462
Fully Managed Division                           1,450,300    1,450,120
Multiple Allocation Division                     1,330,139    4,486,173
Capital Appreciation Division                    2,032,074    1,900,755
Rising Dividends Division                        3,448,184    1,678,751
Emerging Markets Division                        1,573,766    1,768,185
Market Manager Division                              7,958      106,893
Value Equity Division                            1,834,937    1,024,120
Strategic Equity Division                        2,083,197      353,766
Small Cap Division                               4,912,458    2,122,101
Managed Global Division                          8,792,080      716,753
OTC Division                                       316,184       26,607
Growth & Income Division                           697,746       35,755
Research Division                                       --           --
Total Return Division                                   --           --
Value + Growth Division                                 --           --
International Fixed Income Division                     --           --
Appreciation Division                                   --           --
Smith Barney High Income Division                       --           --
Smith Barney Income and Growth Division                 --           --
Smith Barney International Equity Division              --           --
Smith Barney Money Market Division                      --           --
International Equity Division                           --           --

</TABLE>



















NOTE 6 - NET ASSETS
Net assets at December 31, 1997 consisted of the following:
<TABLE>
<CAPTION>
                                           Limited
                              Liquid      Maturity        Hard         All-
                              Asset         Bond         Assets       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                            <C>           <C>          <C>           <C>
Unit transactions              $51,246       $38,691      $29,328       $59,765
Accumulated net investment
 income (loss)                   6,008        15,231       21,909         8,980
Net unrealized appreciation
 (depreciation) of
 investments                        --        (1,455)      (5,734)        2,993
                           _____________________________________________________
                               $57,254       $52,467      $45,503       $71,738
                           =====================================================
</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              $44,230      $106,702     $138,528       $99,633
Accumulated net investment
 income (loss)                  14,064        31,225      108,099        49,217
Net unrealized appreciation
 (depreciation) of
 investments                    16,406        20,723       15,242        38,967
                           _____________________________________________________
                               $74,700      $158,650     $261,869      $187,817
                           =====================================================
</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             $144,386       $50,608       $2,775       $59,096
Accumulated net
 investment income (loss)       10,070       (10,864)       1,626        10,329
Net unrealized appreciation
 (depreciation) of
 investments                    61,487        (5,243)       2,315         7,600
                           _____________________________________________________
                              $215,943       $34,501       $6,716       $77,025
                           =====================================================
</TABLE>



NOTE 6 - NET ASSETS - CONTINUED
<TABLE>
<CAPTION>
                            Strategic       Small       Managed
                              Equity         Cap         Global         OTC
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                            <C>           <C>         <C>            <C>
Unit transactions              $39,540       $48,780      $91,898       $18,700
Accumulated net
 investment income (loss)        3,375        (1,272)       9,247           874
Net unrealized appreciation
 (depreciation) of
 investments                     7,522         5,217        3,536           787
                           _____________________________________________________
                               $50,437       $52,725     $104,681       $20,361
                           =====================================================
</TABLE>
<TABLE>
<CAPTION>
                             Growth &                    Total       Value + 
                              Income      Research       Return       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                            (Dollars in thousands)
<S>                            <C>           <C>          <C>           <C>
Unit transactions              $40,438       $33,194      $25,114       $24,230
Accumulated net
 investment income (loss)        3,235           820          705           378
Net unrealized appreciation
 (depreciation) of
 investments                     1,249           388          412        (1,430)
                           _____________________________________________________
                               $44,922       $34,402      $26,231       $23,178
                           =====================================================
</TABLE>
<TABLE>
<CAPTION>
                              Inter-                     Smith         Smith
                             national                    Barney       Barney
                              Fixed        Appre-         High      Income and
                              Income       ciation       Income       Growth
                             Division     Division      Division     Division
                           _____________________________________________________
                                          (Dollars in thousands)
<S>                               <C>           <C>          <C>           <C>
Unit transactions                 $208          $256         $206          $209
Accumulated net
 investment income (loss)            8            16           --            (1)
Net unrealized appreciation
 (depreciation) of
 investments                       (10)           (9)           3             7
                           _____________________________________________________
                                  $206          $263         $209          $215
                           =====================================================
</TABLE>



NOTE 6 - NET ASSETS - CONTINUED
<TABLE>
<CAPTION>
                              Smith
                              Barney        Smith
                              Inter-       Barney        Inter-
                             national       Money       national
                              Equity       Market        Equity
                             Division     Division      Division     Combined
                           __________________________ __________________________
                                          (Dollars in thousands)
<S>                               <C>           <C>        <C>       <C>
Unit transactions                 $101          $181       $2,005    $1,150,048
Accumulated net
 investment income (loss)           --            --           69       283,348
Net unrealized appreciation
 (depreciation) of
 investments                        (5)           --          (93)      170,875
                           __________________________ __________________________
                                   $96          $181       $1,981    $1,604,271
                           ========================== ==========================
</TABLE>






































NOTE 7 - UNIT VALUES
Accumulation unit value information (which is based on
total assets) for units outstanding by Contract type as of
December 31, 1997 was as follows:


<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>          <C>
LIQUID ASSET
 Currently payable annuity products:
  DVA 80                                           4,190   $14.58          $61
  DVA 100                                          3,369    14.32           48
 Contracts in accumulation period:
  DVA 80                                         363,377    14.58        5,298
  DVA 100                                      1,595,580    14.32       22,846
  DVA Series 100                                  37,946    13.87          526
  DVA PLUS - Standard                            227,427    14.02        3,188
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         353,076    13.83        4,883
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,132,057    13.65       15,447
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    370,411    13.44        4,979
                                                                   ____________
                                                                        57,276

LIMITED MATURITY BOND
 Currently payable annuity products:
  DVA 80                                          12,043    16.76          202
  DVA 100                                         20,397    16.46          336
 Contracts in accumulation period:
  DVA 80                                          58,275    16.76          977
  DVA 100                                      2,349,902    16.46       38,684
  DVA Series 100                                  22,582    15.95          360
  DVA PLUS - Standard                            139,323    16.13        2,247
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         133,461    15.91        2,124
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 462,583    15.70        7,263
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     19,171    15.47          296
                                                                   ____________
                                                                        52,489

</TABLE>



NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units      Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>          <C>         <C>
HARD ASSETS
 Currently payable annuity products:
  DVA 80                                           2,001    $21.68         $44
  DVA 100                                         13,390     21.30         285
 Contracts in accumulation period:
  DVA 80                                         107,103     21.68       2,322
  DVA 100                                      1,123,746     21.30      23,932
  DVA Series 100                                  32,428     20.63         669
  DVA PLUS - Standard                            154,417     20.85       3,219
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                          90,379     20.57       1,859
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 637,191     20.29      12,932
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     13,179     19.99         263
                                                                    ___________
                                                                        45,525

ALL-GROWTH
 Currently payable annuity products:
  DVA 80                                           3,037     15.06          46
  DVA 100                                         22,962     14.79         340
 Contracts in accumulation period:
  DVA 80                                         107,041     15.06       1,612
  DVA 100                                      3,135,493     14.79      46,368
  DVA Series 100                                  26,286     14.33         377
  DVA PLUS - Standard                            213,900     14.48       3,097
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         263,462     14.28       3,763
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,107,672     14.09      15,610
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     40,567     13.88         563
                                                                    ___________
                                                                        71,776

</TABLE>








NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>         <C>
REAL ESTATE
 Currently payable annuity products:
  DVA 80                                           5,216   $26.86         $140
  DVA 100                                         28,837    26.38          761
 Contracts in accumulation period:
  DVA 80                                          83,412    26.86        2,240
  DVA 100                                      1,493,690    26.38       39,399
  DVA Series 100                                  22,395    25.55          572
  DVA PLUS - Standard                            173,241    25.82        4,473
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         135,993    25.48        3,465
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 897,320    25.14       22,556
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     45,472    24.76        1,125
                                                                   ____________
                                                                        74,731

FULLY MANAGED
 Currently payable annuity products:
  DVA 80                                           8,128    20.73          168
  DVA 100                                         71,911    20.36        1,464
 Contracts in accumulation period:
  DVA 80                                         122,182    20.73        2,533
  DVA 100                                      4,960,237    20.36      100,987
  DVA Series 100                                  36,340    19.72          717
  DVA PLUS - Standard                            418,686    19.93        8,345
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         414,805    19.66        8,157
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,766,390    19.40       34,271
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    108,930    19.11        2,082
                                                                   ____________
                                                                       158,724

</TABLE>








NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>         <C>
MULTIPLE ALLOCATION
 Currently payable annuity products:
  DVA 80                                          26,732   $21.66         $579
  DVA 100                                        107,200    21.28        2,280
 Contracts in accumulation period:
  DVA 80                                         524,945    21.66       11,371
  DVA 100                                      9,544,200    21.28      203,061
  DVA Series 100                                  86,050    20.61        1,773
  DVA PLUS - Standard                            328,740    20.83        6,847
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         255,396    20.55        5,248
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,485,966    20.28       30,129
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     35,953    19.97          718
                                                                   ____________
                                                                       262,006

CAPITAL APPRECIATION
 Currently payable annuity products:
  DVA 80                                          12,559    22.79          286
  DVA 100                                         56,444    22.53        1,272
 Contracts in accumulation period:
  DVA 80                                         112,987    22.79        2,575
  DVA 100                                      5,668,379    22.53      127,717
  DVA Series 100                                  46,932    22.08        1,036
  DVA PLUS - Standard                            353,774    22.24        7,868
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         312,229    22.05        6,885
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,772,316    21.87       38,752
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     69,624    21.65        1,507
                                                                   ____________
                                                                       187,898


</TABLE>







NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>         <C>
RISING DIVIDENDS
 Currently payable annuity products:
  DVA 80                                           8,045   $20.58         $166
  DVA 100                                         21,073    20.41          430
 Contracts in accumulation period:
  DVA 80                                         177,812    20.58        3,660
  DVA 100                                      4,864,305    20.41       99,278
  DVA Series 100                                  85,890    20.11        1,727
  DVA PLUS - Standard                            795,321    20.22       16,079
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         853,473    20.09       17,146
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               3,706,709    19.96       73,999
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    179,402    19.81        3,553
                                                                   ____________
                                                                       216,038

EMERGING MARKETS
 Currently payable annuity products:
  DVA 80                                           1,431     8.91           13
  DVA 100                                         19,625     8.84          173
 Contracts in accumulation period:
  DVA 80                                          83,108     8.91          741
  DVA 100                                      2,194,303     8.84       19,393
  DVA Series 100                                  34,350     8.71          299
  DVA PLUS - Standard                            249,197     8.75        2,182
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         222,368     8.70        1,934
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,131,392     8.64        9,780
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                        616     8.58            5
                                                                   ____________
                                                                        34,520


</TABLE>







NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>          <C>
MARKET MANAGER
 Contracts in accumulation period:
  DVA 100                                        342,383   $19.40       $6,641
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                   7,958    19.04          152
                                                                   ____________
                                                                         6,793

VALUE EQUITY
 Currently payable annuity products:
  DVA 80                                             469    18.59            9
  DVA 100                                          6,299    18.48          116
 Contracts in accumulation period:
  DVA 80                                          57,796    18.59        1,074
  DVA 100                                      1,362,952    18.48       25,185
  DVA Series 100                                  24,986    18.28          457
  DVA PLUS - Standard                            372,681    18.36        6,843
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         469,649    18.28        8,586
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,793,172    18.20       32,639
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    118,902    18.09        2,150
                                                                   ____________
                                                                        77,059

STRATEGIC EQUITY
 Currently payable annuity products:
  DVA 100                                         33,665    14.42          485
 Contracts in accumulation period:
  DVA 80                                         102,523    14.49        1,485
  DVA 100                                        977,705    14.42       14,102
  DVA Series 100                                  34,778    14.31          498
  DVA PLUS - Standard                            406,747    14.36        5,840
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         554,068    14.31        7,929
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,361,070    14.26       19,414
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     49,579    14.20          704
                                                                   ____________
                                                                        50,457
</TABLE>
NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>         <C>
SMALL CAP
 Currently payable annuity products:
  DVA 100                                         11,327   $12.99         $147
 Contracts in accumulation period:
  DVA 80                                          42,479    13.04          554
  DVA 100                                        884,375    12.99       11,485
  DVA Series 100                                  38,537    12.90          497
  DVA PLUS - Standard                            401,090    12.92        5,183
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         559,014    12.88        7,202
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,049,765    12.84       26,326
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    106,014    12.81        1,357
                                                                   ____________
                                                                        52,751

MANAGED GLOBAL
 Currently payable annuity products:
  DVA 80                                           3,304    12.05           40
  DVA 100                                         25,036    11.93          299
 Contracts in accumulation period:
  DVA 80                                          48,012    12.05          578
  DVA 100                                      5,030,071    11.93       59,991
  DVA Series 100                                  76,803    11.72          900
  DVA PLUS - Standard                            525,356    11.76        6,180
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         443,665    11.67        5,179
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               2,721,529    11.58       31,522
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                      3,479    11.47           40
                                                                   ____________
                                                                       104,729


</TABLE>








NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                            <C>         <C>          <C>
OTC
 Contracts in accumulation period:
  DVA 80                                          14,078   $18.91         $266
  DVA 100                                        239,052    18.79        4,492
  DVA Series 100                                  10,361    18.57          193
  DVA PLUS - Standard                             85,870    18.64        1,600
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         177,125    18.52        3,280
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 518,640    18.45        9,571
  Granite PrimElite - Standard                       202    18.64            4
  Granite PrimElite - Annual Ratchet               4,122    18.52           76
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     48,346    18.36          888
                                                                   ____________
                                                                        20,370

GROWTH & INCOME
 Contracts in accumulation period:
  DVA 80                                          41,266    15.57          643
  DVA 100                                        559,791    15.51        8,685
  DVA Series 100                                   9,355    15.42          144
  DVA PLUS - Standard                            325,440    15.45        5,027
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         438,636    15.41        6,758
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                               1,288,333    15.36       19,795
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    253,936    15.32        3,891
                                                                   ____________
                                                                        44,943




</TABLE>









NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                              <C>       <C>          <C>
RESEARCH
 Contracts in accumulation period:
  DVA 80                                          22,953   $19.23         $441
  DVA 100                                        310,066    19.11        5,924
  DVA Series 100                                  10,225    18.89          193
  DVA PLUS - Standard                            223,067    18.95        4,227
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         268,126    18.87        5,058
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 816,216    18.77       15,317
  Granite PrimElite - Standard                       102    18.95            2
  Granite PrimElite - Annual Ratchet              11,534    18.87          218
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    162,677    18.67        3,038
                                                                   ____________
                                                                        34,418

TOTAL RETURN
 Contracts in accumulation period:
  DVA 80                                           4,765    16.42           78
  DVA 100                                        206,943    16.31        3,375
  DVA Series 100                                   4,909    16.12           79
  DVA PLUS - Standard                            224,763    16.18        3,636
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         286,032    16.10        4,606
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 746,754    16.02       11,962
  Granite PrimElite - Standard                        63    16.18            1
  Granite PrimElite - Annual Ratchet               4,893    16.10           79
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    152,264    15.94        2,427
                                                                   ____________
                                                                        26,243


</TABLE>









NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                              <C>       <C>          <C>
VALUE + GROWTH
 Contracts in accumulation period:
  DVA 80                                          41,904   $13.17         $552
  DVA 100                                        230,798    13.12        3,028
  DVA Series 100                                   2,137    13.04           28
  DVA PLUS - Standard                            161,235    13.06        2,106
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                         343,006    13.03        4,470
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                 763,169    12.99        9,917
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                    238,200    12.96        3,087
                                                                   ____________
                                                                        23,188

INTERNATIONAL FIXED INCOME
 Contracts in accumulation period:
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                          10,655    11.87          126
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                     310    11.81            4
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                      6,455    11.75           76
                                                                   ____________
                                                                           206

APPRECIATION
 Contracts in accumulation period:
  Granite PrimElite - Annual Ratchet              18,759    14.01          263
                                                                   ____________
                                                                           263

SMITH BARNEY HIGH INCOME
 Contracts in accumulation period:
  Granite PrimElite - Standard                        73    13.77            1
  Granite PrimElite - Annual Ratchet              15,160    13.72          208
                                                                   ____________
                                                                           209

SMITH BARNEY INCOME AND GROWTH
 Contracts in accumulation period:
  Granite PrimElite - Annual Ratchet              12,137    17.77          216
                                                                   ____________
                                                                           216
</TABLE>
NOTE 7 - UNIT VALUES - CONTINUED
<TABLE>
<CAPTION>

                                                            Unit    Total Unit
                   Series                        Units     Value      Value
_______________________________________________________________________________
                                                                 (in thousands)
<S>                                               <C>      <C>           <C>
SMITH BARNEY INTERNATIONAL EQUITY
 Contracts in accumulation period:
  Granite PrimElite - Standard                       130   $13.65           $2
  Granite PrimElite - Annual Ratchet               6,948    13.59           94
                                                                   ____________
                                                                            96

SMITH BARNEY MONEY MARKET
 Contracts in accumulation period:
  Granite PrimElite - Annual Ratchet              16,571    10.97          182
                                                                   ____________
                                                                           182

INTERNATIONAL EQUITY
 Contracts in accumulation period:
  DVA PLUS - Annual Ratchet & 5.5% Solution,
   ACCESS - Standard, PREMIUM PLUS - Standard,
   ES II                                          90,783     9.90          899
  DVA PLUS - 7% Solution,
   ACCESS - Annual Ratchet & 5.5% Solution,
   PREMIUM PLUS - Annual Ratchet &
   5.5% Solution                                  36,098     9.95          359
  ACCESS - 7% Solution,
   PREMIUM PLUS - 7% Solution                     72,955     9.92          724
                                                                   ____________
                                                                         1,982


</TABLE>

NOTE 8 - YEAR 2000 (Unaudited)

Based on a study of its computer software and hardware,Golden American has
determined its exposure to the Year 2000 change of the century date issue.
Management believes systems are substantially compliant and has engaged 
external consultants to validate this assumption.  The only system known to
be affected by this issue is a system maintained by an affiliate who will 
incur the related costs.  To mitigate the effect of the outside influences 
and other dependencies relative to Year 2000, Golden American will be 
contacting significant customers, suppliers and other third parties. To the
extent these third parties would be unable to transact business in the year 
2000 and thereafter, Golden American's operations could be adversely affected.


<PAGE>
<PAGE>

APPENDIX:  DESCRIPTION OF BOND RATINGS

Excerpts from Moody's Investors Service, Inc. ("Moody's) description of its
bond ratings:

Aaa: Judged to be the best quality; they carry the smallest degree of
     investment risk.

Aa:  Judged to be of high quality by all standards; together with the
     Aaa group, they comprise what are generally known as high grade bonds.

A:   Possess many favorable investment attributes and are to be considered
     as "upper medium grade obligations."

Baa: Considered as medium grade obligations, i.e., they are neither highly
     protected nor poorly secured; interest payments and principal security
     appear adequate for the present but certain protective elements may be
     lacking or may be characteristically unreliable over any great length of
     time.

Ba:  Judged to have speculative elements; their future cannot be
     considered as well assured.

B:   Generally lack characteristics of the desirable investment.

Caa: Are of poor standing; such issues may be in default or there may be
     present elements of danger with respect to principal or interest.

Ca:  Speculative in a high degree; often in default.

C:   Lowest rate class of bonds; regarded as having extremely poor
     prospects.

Moody's also applies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; 2 indicates a mid-range ranking; and 3 indicates a ranking toward
the lower end of the category.

Excerpts from Standard & Poor's Rating Group ("Standard & Poor's")
description
of its bond ratings:

AAA: Highest grade obligations; capacity to pay interest and repay
     principal is extremely strong.


                                   A-1
<PAGE>
<PAGE>
AA:  Also qualify as high grade obligations; a very strong capacity to
     pay interest and repay principal and differs from AAA issues only in
     small degree.

A:   Regarded as upper medium grade; they have a strong capacity to pay
     interest and repay principal although it is somewhat more susceptible to
     the adverse effects of changes in circumstances and economic conditions
     than debt in higher rated categories.

BBB: Regarded as having an adequate capacity to pay interest and repay
     principal; whereas it normally exhibits adequate protection parameters,
     adverse economic conditions or changing circumstances are more likely to
     lead to a weakened capacity than in higher rated categories -- this
     group is the lowest which qualifies for commercial bank investment.

BB, B,
CCC,
CC:  Predominantly speculative with respect to capacity to pay interest
     and repay principal in accordance with terms of the obligation:  BB
     indicates the lowest degree of speculation and CC the highest.

Standard & Poor's applies indicators "+," no character, and "-" to its rating
categories.  The indicators show relative standing within the major rating
categories.




                                   A-2



                                   10



<PAGE>
<PAGE>

                      PART C -- OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

(a) (1)       All financial statements are included in either the Prospectuses
               or the Statements of Additional Information, as indicated
                therein.
    (2)       Schedules I, III, IV follow :


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

<TABLE>
<CAPTION>

                                                                       Balance
                                                                         Sheet
December 31, 1997                           Cost 1         Value        Amount
_______________________________________________________________________________
<S>                                       <C>            <C>          <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities         $68,693       $68,842       $68,842
  Foreign governments                        2,062         2,053         2,053
  Public utilities                          25,899        25,944        25,944
  Investment grade corporate               219,526       220,420       220,420
  Below investment grade corporate          41,355        41,331        41,331
  Mortgage-backed securities                55,753        55,811        55,811
                                        ___________   ___________   ___________
  Total fixed maturities, available
   for sale                                413,288       414,401       414,401

Equity securities:
 Common stocks:  industrial, mis-
  cellaneous and all other                   4,437         3,904         3,904

Mortgage loans on real estate               85,093                      85,093
Policy loans                                 8,832                       8,832
Short-term investments                      14,460                      14,460
                                        ___________                 ___________
Total investments                         $526,110                    $526,690
                                        ===========                 ===========
<FN>
Note 1:  Cost is defined as original cost for stocks and other invested assets,
         amortized cost for bonds and unpaid principal for policy loans and
         mortgage loans on real estate, adjusted for amortization of premiums
         and accrual of discounts.
</TABLE>

















                                SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                          (Dollars in thousands)

<TABLE>
<CAPTION>
          Column             Column      Column     Column    Column    Column
            A                  B           C          D          E         F
________________________________________________________________________________
                                           Future
                                           Policy               Other
                                 De-    Benefits,              Policy
                              ferred      Losses,              Claims    Insur-
                              Policy       Claims      Un-        and      ance
                              Acqui-          and   earned      Bene-  Premiums
                              sition         Loss  Revenue       fits       and
Segment                        Costs     Expenses  Reserve    Payable   Charges
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                          <C>         <C>        <C>           <C>    <C>
Period October 25, 1997
 through December 31, 1997:

Life insurance               $12,752     $505,304   $1,189        $10    $3,834

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                   N/A          N/A      N/A        N/A    18,288

Period August 14, 1996
 through December 31, 1996:

Life insurance                11,468      285,287    2,063         --     8,768

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                   N/A          N/A      N/A        N/A    12,259

Year ended December 31, 1995:

Life insurance                67,314       33,673    6,556         --    18,388

</TABLE>










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

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

                                                     Amorti-
                                         Benefits     zation
                                          Claims,         of
                                           Losses   Deferred
                                 Net          and     Policy    Other
                             Invest-      Settle-     Acqui-  Operat-
                                ment         ment     sition      ing  Premiums
Segment                       Income     Expenses      Costs Expenses   Written
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                           <C>          <C>       <C>       <C>           <C>
Period October 25, 1997
 through December 31, 1997:

Life insurance                $5,127       $7,413     $892     $1,137        --

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                21,656       19,401    1,674     20,234        --

Period August 14, 1996
 through December 31, 1996:

Life insurance                 5,795        7,003      244      8,066        --

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                 4,990        5,270    2,436      8,847        --

Year ended December 31, 1995:

Life insurance                 2,818        3,146    2,710     13,333        --

</TABLE>









                                 SCHEDULE IV
                                 REINSURANCE

<TABLE>
<CAPTION>
Column A               Column B     Column C  Column D     Column E   Column F
_______________________________________________________________________________
                                                Assumed              Percentage
                                    Ceded to       from               of Amount
                          Gross        Other      Other         Net     Assumed
                         Amount    Companies  Companies      Amount      to Net
_______________________________________________________________________________
<S>                <C>           <C>                <C> <C>                 <C>
At December 31, 1997:
Life insurance in
 force             $149,842,000  $96,686,000        --  $53,156,000         --
                   ============= ============ ========= ============ ==========
At December 31, 1996:
Life insurance in
 force              $86,192,000  $58,368,000        --  $27,824,000         --
                   ============= ============ ========= ============ ==========
At December 31, 1995:
Life insurance in
 force              $38,383,000  $24,709,000        --  $13,674,000         --
                   ============= ============ ========= ============ ==========
</TABLE>




<PAGE>
<PAGE>
EXHIBITS

(b) (1)        Resolution of the board of directors of the Depositor
                authorizing the establishment of the Registrant (1)

    (2)        Not applicable

    (3)  (a)   Distribution Agreement between the Depositor and
                Directed Services, Inc. (1)
         (b)   Form of Dealers Agreement (1)
         (c)   Organizational Agreement (1)
         (d)   Form of Assignment Agreement for Organizational Agreement (1)

    (4)  (a)   Individual Deferred Combination Variable and Fixed Annuity
                Contract
         (b)   Group Deferred Combination Variable and Fixed
                Annuity Contract
         (c)   Individual Deferred Variable Annuity Contract
         (d)   Individual Retirement Annuity Rider Page (1)
         (e)   ROTH Individual Retirement Annuity Rider (1)

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

    (6)  (a)   Restated Certificate of Incorporation of Golden American
                Life Insurance Company, as amended (1)
         (b)   By-Laws of Golden American Life Insurance Company, as amended (1)


<PAGE>
<PAGE>
    (7)        Not applicable

    (8)  (a)   Participation Agreement between Golden American and PIMCO
                Variable Insurance Trust (1)
    (8)  (b)   Administrative Services Agreement between Golden American
                and Equitable Life Insurance Company of Iowa (1)
    (8)  (c)   Service Agreement between Golden American and Directed
                Services, Inc. (1)

    (9)        Opinion and Consent of Myles R. Tashman

    (10) (a)   Consent of Sutherland Asbill & Brennan LLP
         (b)   Consent of Independent Auditors
         (c)   Consent of Myles R. Tashman

    (11)       Not applicable

    (12)       Not applicable

    (13)       Schedule of Performance Data (1)

    (14)       Not applicable

    (15)       Powers of Attorney

    (16)       Subsidiaries of ING (1)

__________________________

(1) Incorporated herein by reference to pre-effective amendment number 1
    to a registration statement for Separate Account B on Form N-4 filed
    with the Securities and Exchange Commission on or about December 18,
    1998 (File Nos. 333-66757,  811-5626).

ITEM 25:  DIRECTORS AND OFFICERS OF THE DEPOSITOR

                             Principal                 Position(s)
Name                      Business Address             with Depositor

Barnett Chernow          Golden American Life Ins. Co. President and
                         1001 Jefferson Street         Director
                         Wilmington, DE  19801

Paul E. Larson           Equitable of Iowa Companies   Director
                         909 Locust Street
                         Des Moines, IA  50309

Frederick S. Hubbell     Equitable of Iowa Companies   Director
                         909 Locust Street
                         Des Moines, IA  50309

Beth B. Neppl            Equitable of Iowa Companies   Director
                         909 Locust Street
                         Des Moines, IA  50309
<PAGE>
<PAGE>

Myles R. Tashman         Golden American Life Ins. Co. Director, Executive
                         1001 Jefferson Street         Vice President, General
                         Wilmington, DE  19801         Counsel and Secretary

James R. McInnis         Golden American Life Ins. Co. Executive Vice
                         1001 Jefferson Street         President
                         Wilmington, DE  19801

Stephen J. Preston       Golden American Life Ins. Co. Executive Vice President
                         1001 Jefferson Street,        and Chief Actuary
                         Wilmington, DE  19801

Steven G. Mandel         Golden American Life Ins. Co. Senior Vice President
                         1001 Jefferson Street
                         Wilmington, DE  19801

Ronald R. Blasdell       Golden American Life Ins. Co. Senior Vice President
                         1001 Jefferson Street
                         Wilmington, DE  19801

E. Robert Koster         Golden American Life Ins. Co. Senior Vice President
                         1001 Jefferson Street         and Chief Financial
                         Wilmington, DE  19801         Officer

David  L. Jacobson       Golden American Life Ins. Co. Senior Vice President
                         1001 Jefferson Street         and Assistant Secretary
                         Wilmington, DE  19801

William L. Lowe          Equitable of Iowa Companies   Senior Vice President,
                         909 Locust Street             Sales & Marketing
                         Des Moines, IA  50309

Edward Syring, Jr.       Equitable of Iowa Companies   Senior Vice President,
                         909 Locust Street             Sales & Marketing
                         Des Moines, IA  50309

Patricia M. Corbett      Equitable of Iowa Companies   Treasurer & Assistant
                         909 Locust Street             Vice President
                         Des Moines, IA  50309

Lawrence W. Porter, M.D. Equitable of Iowa Companies   Medical Director
                         909 Locust Street
                         Des Moines, IA  50309

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The Depositor owns 100% of the stock of a newly formed New York company, First
Golden American Life Insurance Company of New York ("First Golden").  The
primary purpose for the formation of First Golden is to offer variable products
in the state of New York.

The following persons control or are under common control with the Depositor:

DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business
corporation organized under the laws of the State of New York, and is
wholly owned by ING Groep N.V.  The primary purpose of Directed
Services, Inc. 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.

The registrant is a segregated asset account of the Company and is
therefore owned and controlled by the Company. All of the Company's
outstanding stock is owned and controlled by ING. Various companies
and other entities controlled by ING may therefore be considered to be
under common control with the registrant or the Company. Such other
companies and entities, together with the identity of their controlling
persons (where applicable), are set forth on the following organizational
chart.

The subsidiaries of ING are included as Exhibit 16.


<PAGE>
<PAGE>
Item 27:  Number of Contract Owners

49,078 contract owners as of January 31, 1999

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 or its parents may purchase and maintain insurance on behalf
of any such person or persons to be indemnified under the provision in the
above paragraphs, against any such liability to the extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of 1933,
and therefore may be unenforceable.  In the event that a claim of such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted against
the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by the Depositor is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

<PAGE>
<PAGE>
ITEM 29: PRINCIPAL UNDERWRITER


(a) At present, DSI, 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 DSI, the Registrant's
Distributor:

Name and Principal          Positions and Offices     Positions and Offices
Business Address            with Underwriter          with Depositor
- ------------------          ---------------------     ---------------------

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

R. Lawrence Roth              Director                  None
VESTAX Capital Corporation
1931 Georgetown Road
Hudson, OH  44236

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

James R. McInnis              President                 Executive Vice President
Directed Services, Inc.
1001 Jefferson Street
Wilmington, DE  19801

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

Stephen J. Preston            Executive Vice President  Executive Vice President
Directed Services, Inc.                                 and Chief Actuary
1001 Jefferson Street
Wilmington, DE  19801

<PAGE>
<PAGE>
David L. Jacobson             Senior Vice President     Senior Vice President
Directed Services, Inc.                                 and Assistant Secretary
1001 Jefferson Street
Wilmington, DE  19801

Jodie R. Schult               Treasurer                 None
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA  50309


(c)
                     1997 Net
      Name of      Underwriting     Compensation
     Principal     Discounts and         on         Brokerage
    Underwriter    Commissions       Redemption    Commissions    Compensation
    -----------    -----------       ----------    -----------    ------------
    Directed       $35,944,000           $0            $0              $0
    Services, Inc.

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

Accounts and records are maintained by Golden American Life Insurance Company
at 1001 Jefferson Street, Suite 400, Wilmington, DE  19801 and by Equitable
Life Insurance Company of Iowa, an affiliate, at 909 Locust Street,
Des Moines, IA 50309.


ITEM 31: MANAGEMENT SERVICES

None.

<PAGE>
<PAGE>
ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as it is necessary to ensure that the
audited financial statements in the registration statement are never
more that 16 months old so long as payments under the variable annuity
contracts may be accepted.

(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information; and,

(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

REPRESENTATIONS

1.  The account meets definition of a "separate account" under federal
    securities laws.

2.  Golden American Life Insurance Company hereby represents that the fees
    and charges deducted under the Contract described in the Prospectus, in
    the aggregate, are reasonable in relation to the services rendered, the
    expenses to be incurred and the risks assumed by the Company.



<PAGE>
<PAGE>
                             SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has caused this Registration Statement to be signed
on its behalf in the City of Wilmington, and State of Delaware, on the 5th
day of February 1999.

                                     SEPARATE ACCOUNT B
                                      (Registrant)

                                By:  GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Depositor)

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

Attest: /s/ Marilyn Talman
        ------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
         and Assistant Secretary of Depositor

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following person in the capacities indicated on
February 5, 1999.

Signature                          Title

                              President and Director
- --------------------          of Depositor
Barnett Chernow*



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


                DIRECTORS OF DEPOSITOR


- ----------------------
Frederick S. Hubbell*



- ----------------------
Paul E. Larson*



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



- ----------------------
Beth B. Neppl*




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


<PAGE>
<PAGE>
EXHIBIT INDEX

ITEM      EXHIBIT                                                  PAGE #


4(a)      Individual Deferred Combination Variable and
          Fixed Annuity Contract                                   EX-99.B4A

4(b)      Group Deferred Combination Variable and
          Fixed Annuity Contract                                   EX-99.B4B

4(c)      Individual Deferred Variable Annuity Contract            EX-99.B4C


5(a)      Individual Deferred Combination Variable and
          Fixed Annuity Application                                EX-99.B5A

5(b)      Group Deferred Combination Variable and
          Fixed Annuity Enrollment Form                            EX-99.B5B

5(c)      Individual Deferred Variable Annuity Application         EX-99.B5C

9         Opinion and Consent of Myles Tashman                     EX-99.B9

10(a)     Consent of Sutherland Asbill & Brennan LLP               EX-99.B10A

10(b)     Consent of Ernst & Young LLP, Independent Auditors       EX-99.B10B

10(c)     Consent of Myles R. Tashman, Esq.                        EX-99.B10C

15        Powers of Attorney                                       EX-99.B15


<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 4(a)
    ________ GOLDEN
   _________ AMERICAN                          DEFERRED COMBINATION
____________ LIFE INSURANCE                    VARIABLE AND FIXED
     _______ COMPANY                           ANNUITY CONTRACT

Golden American is a stock company domiciled in Wilmington, Delaware.
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

This is a legal Contract between its Owner and us.  Please read it
carefully.  In this Contract you or your refers to the Owner shown above.
We, our or us refers to Golden American Life Insurance Company.  You may
allocate this Contract's Accumulation Value among the Variable Separate
Account, the General Account and the Fixed Account shown in the Schedule.

If this Contract is in force, we will make income payments to the Owner
starting on the Annuity Commencement Date as shown in the Schedule.  If
the Owner dies prior to the Annuity Commencement Date, we will pay a
death benefit to the Beneficiary.  The amount of such benefit is subject
to the terms of this Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT DIVISION, MAY INCREASE OR DECREASE, DEPENDING
ON THE CONTRACT'S INVESTMENT RESULTS.  ALL PAYMENTS AND VALUES BASED ON
THE FIXED ACCOUNT MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE
OPERATION OF WHICH MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR
DECREASE.

RIGHT TO EXAMINE CONTRACT:  YOU MAY RETURN THIS CONTRACT TO US OR THE
AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE IT.
IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED.  UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE,
ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE
DEDUCTED AS OF THE DATE THE RETURNED CONTRACT IS RECEIVED BY US.





Customer Service Center            Secretary:     /s/ Myles R. Tashman
1001 Jefferson Street, Suite 400   President:     /s/ Ben Chernow
Wilmington, Delaware 19801



- -------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.



GA-IA-1042-01/98
<PAGE>
<PAGE>
                            CONTRACT CONTENTS
- -------------------------------------------------------------------------

THE SCHEDULE.......................  3  YOUR CONTRACT BENEFITS...........  14

 Payment And Investment Information 3a    Cash Value Benefit
 The Variable Separate Accounts.... 3b    Partial Withdrawal Option
 The General Account............... 3c    Proceeds Payable to the
 Contract Facts.................... 3d      Beneficiary
 Charges and Fees.................. 3e
 Income Plan Factors............... 3F  CHOOSING AN INCOME PLAN..........  15

IMPORTANT TERMS ...................  4    Annuity Benefits
                                          Annuity Commencement Date Selection
INTRODUCTION TO THIS CONTRACT......  6    Frequency Selection
                                          The Income Plan
 The Contract                             The Annuity Options
 The Owner                                Payment When Named Person Dies
 The Annuitant
 The Beneficiary                        OTHER IMPORTANT INFORMATION......  17
 Change of Owner or Beneficiary           Sending Notice to Us
                                          Reports to Owner
PREMIUM PAYMENTS AND ALLOCATION           Assignment - Using This Contract
 ADDITIONAL PREMIUM PAYMENT OPTION          As Collateral Security
  CHANGES..........................  8    Changing This Contract
                                          Contract Changes - Applicable
 Initial Premium Payment                    Tax Law
 Your Right to Change Allocation of       Misstatement of Age or Sex
 Accumulation Value                       Non-participating
 What Happens if a Variable Separate        Payments We May Defer
   Account Division is Not Available      Authority to Make Agreements
                                          Required Note on Our Computations

HOW WE MEASURE THE CONTRACT'S
  ACCUMULATION VALUE...............  9

 The Variable Separate Accounts
 The General Account
 Valuation Period
 Accumulation Value
 Accumulation Value in Each Division
   and Fixed Allocation
 Fixed Allocation
 Measurement of Investment Experience
 Charges Deducted From Accumulation
   Value on Each Contract Processing
   Date

  Copies of any application and any additional Riders and Endorsements are at
                          the back of this Contract.

THE SCHEDULE

 The Schedule gives specific facts about this Contract and its coverage.
 Please refer to the Schedule while reading this Contract.

GA-IA-1042-01/98                       2
<PAGE>
<PAGE>
                              THE SCHEDULE
                   PAYMENT AND INVESTMENT INFORMATION
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [55]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Contract Date            Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

INITIAL INVESTMENT

  Initial Premium Payment received:  [$25,000]

  Your initial Accumulation Value has been invested as follows:

                                   Percentage of
     Divisions                   Accumulation Value
[Multiple Allocation                    10%
   Fully Managed                        10%
Capital Appreciation                    10%
  Rising Dividends                      10%
     All-Growth                         10%
    Real Estate                         10%
    Hard Assets                          5%
  Emerging Markets                       5%
  Limited Maturity                       5%
        Bond                             5%
    Liquid Asset                         5%
    Value Equity                         5%
  Strategic Equity                       5%
   Managed Global                       5%]
Fixed Allocation - 1
        Year


       Total                            100%

ADDITIONAL PREMIUM PAYMENT INFORMATION

  [We will accept additional Premium Payments until either the Annuitant
  or Owner reaches the Attained Age of [85].  The minimum additional
  payment which may be made is [$1,000.00].]

  [In no event may you contribute to your IRA for the taxable year in
  which you attain age 70 1/2 and thereafter (except for rollover
  contributions).  The minimum additional payment which may be made is
  [$1,000.00].]

GA-IA-1042-01/98                       3A/1
<PAGE>
<PAGE>
                              THE SCHEDULE
             PAYMENT AND INVESTMENT INFORMATION (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [55]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Contract Date            Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

ACCUMULATION VALUE ALLOCATION RULES

  The maximum number of Divisions in which you may be invested at any
  one time is [sixteen].  You are allowed unlimited allocation changes
  per Contract Year without charge.  We reserve the right to impose a
  charge for any allocation change in excess of [twelve] per Contract
  Year.  The Excess Allocation Charge is shown in the Schedule.
  Allocations into and out of the Guaranteed Interest Divisions are
  subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

  You may request allocation changes by telephone during our telephone
  request business hours.  You may call our Customer Service Center at
  1-800-366-0066 to make allocation changes by using the personal
  identification number you will receive.  You may also mail any notice
  or request for allocation changes to our Customer Service Center at
  the address shown on the cover page.







GA-IA-1042-01/98                       3A/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                     THE VARIABLE SEPARATE ACCOUNTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

  Separate Account B (the "Account") is a unit investment trust Separate
  Account, organized in and governed by the laws of the State of
  Delaware, our state of domicile. The Account is divided into
  Divisions.  Each Division listed below invests in shares of the mutual
  fund portfolio (the "Series") designated.  Each portfolio is a part of
  The GCG Trust managed by Directed Services, Inc.


          SERIES                       SERIES

          [Multiple Allocation         Real Estate
          Fully Managed                Hard Assets
          Value Equity                 Limited Maturity Bond
          Small Cap                    Liquid Asset
          Capital Appreciation         Strategic Equity
          Rising Dividends             Managed Global
          All-Growth                   Research
          Mid-Cap Growth               Value + Growth
          Total Return                 Global Fixed Income
          Growth & Income              Growth Opportunities
          Emerging Markets             Developing World]




GA-IA-1042-01/98                       3B
<PAGE>
<PAGE>
                              THE SCHEDULE
                           THE GENERAL ACCOUNT
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

GENERAL ACCOUNT

  [Guaranteed Interest Division
  A Guaranteed Interest Division provides an annual minimum interest
  rate of 3%.  At our sole discretion, we may periodically declare
  higher interest rates for specific Guarantee Periods.  Such rates will
  apply to periods following the date of declaration.  Any declaration
  will be by class and will be based on our future expectations.

  Limitations of Allocations
  We reserve the right to restrict allocations into and out of the
  General Account.  Such limits may be  dollar restrictions on
  allocations into the General Account or we may restrict reallocations
  into the General Account.

  Transfers from a Guaranteed Interest Division
  We currently require that an amount allocated to a Guarantee Period
  not be transferred until the Maturity Date, except pursuant to our
  published rules.  We reserve the right not to allow amounts previously
  transferred from a Guaranteed Interest Division to the Variable
  Separate Account Divisions or to a Fixed Allocation to be transferred
  back to a Guaranteed Interest Division for a period of at least six
  months from the date of transfer.]


GA-IA-1042-01/98                       3C
<PAGE>
<PAGE>
                              THE SCHEDULE
                             CONTRACT FACTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

  Contract Processing Date
  The Contract Processing Date for your Contract is [January 1] of each
  year.

  Specially Designated Divisions
  When a distribution is made from an investment portfolio underlying a
  Variable Separate Account Division in which reinvestment is not
  available, we will allocate the amount of the distribution to the
  [Liquid Asset Division] unless you specify otherwise.

PARTIAL WITHDRAWALS

  The maximum amount that can be withdrawn each Contract Year without
  being considered an Excess Partial Withdrawal is described below.  We
  will collect a Surrender Charge for Excess Partial Withdrawals and a
  charge for any unrecovered Premium Tax.  In no event may a Partial
  Withdrawal exceed 90% of the Cash Surrender Value.  After a Partial
  Withdrawal, the remaining Accumulation Value must be at least $100 to
  keep the Contract in force.

  Maximum Partial Withdrawal not considered to be an Excess Partial
  Withdrawal
  The maximum amount that can be taken as a Partial Withdrawal each
  Contract Year without being considered an Excess Partial Withdrawal is
  the greater of the following:
  (1)    Earnings, less previous withdrawals not considered to be Excess
         Partial Withdrawals, but not less than zero.  Earnings are equal
         to the Accumulation Value, less Premium Payments, plus prior
         withdrawals.
  (2)    The Free Amount, equal to:  a) 10% of Premium Payments not
         previously withdrawn, which were received within seven years
         prior to the date of withdrawal; less  b) any withdrawals that
         are made in the same Contract year, which are not considered to
         be Excess Partial Withdrawals.
  Withdrawals of Premium Payments are considered to be Excess Partial
  Withdrawals.

  Conventional Partial Withdrawals
  Minimum Withdrawal Amount:         [$100.00]

  Any Conventional Partial Withdrawal from a Fixed Allocation is subject
  to a Market Value Adjustment unless withdrawn from a Fixed Allocation
  within 30 days prior to the Maturity Date.

  Systematic Partial Withdrawals
  Systematic Partial Withdrawals may be elected to commence after 28
  days from the Contract Issue Date and may be taken on a monthly,
  quarterly or annual basis.  You select the day withdrawals will be
  made, but no later than the 28th day of the month.  If you do not
  elect a day, the Contract Date will be used.

  Minimum Withdrawal Amount:         [$100.00]
  Maximum Withdrawal Amount:

     Variable Separate Account     0.833% of Premium Payments
       Divisions:                  monthly, 2.50% of Premium Payments
                                   quarterly or 10% of Premium Payments
                                   annual frequency.
     Fixed Allocations and         Interest earned on a Fixed Allocation
                                   or Guaranteed
     Guaranteed Interest           Interest Division for the prior month,
       Divisions:                  quarter or year (depending on the
                                   frequency selected).

GA-IA-1042-01/98                       3D/1
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------


  Systematic Partial Withdrawals from  Fixed Allocations are not subject
  to a Market Value Adjustment.  If the sum of Systematic Partial
  Withdrawals in a Contract Year exceed the maximum withdrawal
  not considered to be an Excess Partial Withdrawal, they may be subject
  to a surrender charge.

  [IRA Partial Withdrawals for Qualified Plans Only
  IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
  basis.  A minimum withdrawal of $100.00 is required.  You select the
  day the withdrawals will be made, but no later than the 28th day of
  the month.  If you do not elect a day, the Contract Date will be used.
  Systematic Partial Withdrawals and Conventional Partial Withdrawals are
  not allowed when IRA Partial Withdrawals are being taken.  An IRA
  Partial Withdrawal in excess of the maximum amount allowed under the
  Systematic Partial Withdrawal option may be subject to a Market Value
  Adjustment.]

DEATH BENEFITS
  [IF DEATHBEN = "1":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "2":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "3":  The Death Benefit is the greatest of (i) the Cash
  Surrender Value, (ii) the Accumulation Value, (iii) the sum of the
  premiums paid, less any Partial Withdrawals.]

  Guaranteed Death Benefit
  On the Contract Date, the Guaranteed Death Benefit is the initial
  premium.  On subsequent
  Valuation Dates, the Guaranteed Death Benefit is calculated as
  follows:
  [IF DEATHBEN = "1":  Option 1:
  (1)    Start with the Guaranteed Death Benefit from the prior
         Valuation Date;
  (2)    Calculate interest on (1) for the current Valuation Period at
         the Guaranteed Death Benefit Interest Rate;
  (3)    Add (1) and (2);
  (4)    Add any additional premiums paid during the current Valuation
         Period to (3);
  (5)    Subtract Partial Withdrawals made during the current Valuation
         Period from (4).

  Each accumulated initial or additional Premium Payment, reduced by any
  Partial Withdrawals (including any associated Market Value Adjustment
  and Surrender Charge incurred) allocated to such premium, will
  continue to grow at the Guaranteed Death Benefit Interest Rate.  [IF
  DEATHBEN = "1" AND % RATE = "7":  In any event, the Guaranteed Death
  Benefit will not exceed the Maximum Guaranteed Death Benefit.]

  The Guaranteed Death Benefit is accumulated at a rate of [3, 4, 5 or
  7%] compounded annually, except:
  (1)    Amounts in the Liquid Asset Division are accumulated at the net
         rate of return for the Liquid Asset Division during the current
         Valuation Period if less than [3, 4, 5, or 7%]; and
  (2)    Amounts in the Limited Maturity Bond Division are accumulated
         at the net rate of return for the Limited Maturity Bond Division
         during the current Valuation Period if less than [3, 4, 5, or 7%];
         and
  (3)    Amounts in a Fixed Allocation or Guaranteed Interest Division
         are accumulated at the interest rate being credited to such Fixed
         Allocation or Guaranteed Interest Division during the current
         Valuation Period if less than [3, 4, 5, or 7%].

GA-IA-1042-01/98                       3D/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                            CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

  [IF DEATHBEN = "1" AND % RATE = "7"
  Maximum Guaranteed Death Benefit
  The Maximum Guaranteed Death Benefit is initially equal to two times
  the initial or additional premium paid.  Thereafter, the Maximum
  Guaranteed Death Benefit as of the effective date of a Partial
  Withdrawal is reduced first by the amount of any Partial Withdrawal
  representing earnings and second in proportion to the reduction in
  Accumulation Value for any Partial Withdrawal representing premium (in
  each case, including any associated Market Value Adjustment and
  Surrender Charge incurred).  If withdrawals do not exceed 7% of
  premium paid in a Contract Year, and did not exceed 7% of premiums
  paid in any Contract Year, reductions in the Maximum Guaranteed Death
  Benefit will be treated as withdrawals of earnings.  Once withdrawals
  exceed 7% in any Contract Year, withdrawals will be treated as
  proportional in relation to the amount of Accumulation Value for any
  Partial Withdrawals ( including any associated Market Value Adjustment
  or Surrender Charge incurred.]
  [IF DEATHBEN = "2":  Option 2:
     (1)    Start with the Guaranteed Death Benefit from the prior
            Valuation Date;
     (2)    Add to (1) any additional premium paid since the prior
            Valuation Date and subtract from (1) any Partial Withdrawals
            taken prior to the Valuation Date.
     (3)    On a Valuation Date that occurs on or prior to the Owner's
            attained age [70], which is also a Contract Anniversary, we
            set the Guaranteed Death Benefit equal to the greater of
            (2) or the Accumulation Value as of such date.
  On all other Valuation Dates, the Guaranteed Death Benefit is equal to(2).]
  [IF DEATHBEN = "3":  Option 3:
     (1)    Start with the Guaranteed Death Benefit from the prior
            Valuation Date;
     (2)    Add any additional premiums paid during the current
            Valuation Periods;
     (3)    Subtract any Partial Withdrawals made during the current
            Valuation Period from (2).]

CHANGE OF OWNER
  A change of Owner will result in recalculation of the death benefit
  and Guaranteed Death Benefit.  As of the date of change, we will use
  the Accumulation Value of the Contract, for the purpose of such
  recalculation only, as the initial premium to determine a new
  Guaranteed Death Benefit for this Contract.  The new Owner's age at
  the time of the change will be used as the basis for this
  calculation.  The new Owner's death will determine when a death
  benefit is payable.

  [IF DEATHBEN = "1":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value, and the sum of the premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "2":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value and the sum of the premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "3":  The Guaranteed Death Benefit Option after the
  change of Owner will remain the same as before the change.]

GA-IA-1042-01/98                       3D/3
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

CHOOSING AN INCOME PLAN
  Required Date of Annuity Commencement
  [Distributions from a Contract funding a qualified plan must commence
  no later than [April 1st] of the calendar year following the calendar
  year in which the Owner attains age 70 1/2.]

  The Annuity Commencement Date is required to be the same date as the
  Contract Processing Date in the month following the Annuitant's [90th]
  birthday.  If, on the Annuity Commencement Date, a Surrender Charge
  remains, your elected  Annuity Option must include a period certain of
  at least five years  duration.  In applying the Accumulation Value,
  we may first collect any Premium Taxes due us.

  Minimum Annuity Income Payment
  The minimum monthly annuity income payment that we will make is [$20].

  Optional Benefit Riders - [None.]

ATTAINED AGE

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

FIXED ACCOUNT

  Minimum Fixed Allocation
  The minimum allocation to the Fixed Account in any one Fixed
  Allocation is [$250.00].

  Minimum Guaranteed Interest Rate - [3%.]

  Guarantee Periods
  We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10]
  year(s).  We reserve the right to offer Guarantee Periods of durations
  other than those available on the Contract Date.  We also reserve the
  right to cease offering a particular Guarantee Period or Periods.

  We reserve the right to offer guarantee periods which require
  systematic allocation to the General Account or to series of a
  separate account elected by the Contractowner.

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

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


GA-IA-1042-01/98                       3D/4
<PAGE>
<PAGE>

                              THE SCHEDULE
                            CHARGES AND FEES
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

DEDUCTIONS FROM PREMIUMS

       [None.]

DEDUCTIONS FROM ACCUMULATION VALUE

  Initial Administrative Charge
       [None.]

  Administrative Charge
  We charge [a maximum of $30 or 2% of Accumulation Value] to cover a
  portion of our ongoing administrative expense for each Contract
  Processing Period.  The charge is incurred at the beginning of the
  Contract Processing Period and deducted on the Contract Processing
  Date at the end of the period.

  Excess Allocation Charge
  Currently none, however, we reserve the right to charge [$25] for a
  change if you make more than [twelve] allocation changes per Contract
  Year.  Any charge will be deducted in proportion to the amount being
  transferred from each Division.

  Surrender Charge
  A Surrender Charge is imposed as a percentage of premium if the
  Contract is surrendered or an Excess Partial Withdrawal is taken.
  The percentage imposed at time of surrender or Excess Partial Withdrawal
  depends on the number of complete years that have elapsed since a Premium
  Payment was made. The Surrender charge expressed as a percentage of each
  Premium Payment is as follows:

           Complete Years        Surrender
               Elapsed             Charges
          Since Premium
               Payment


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


  For the purpose of calculating the Surrender Charge for an Excess
  Partial Withdrawal:  a) we treat premiums as being withdrawn on a
  first-in, first-out basis; and b) amounts withdrawn which are not
  considered an Excess Partial Withdrawal are not considered a
  withdrawal of any Premium Payments.

GA-IA-1042-01/98                       3E/1
<PAGE>
<PAGE>

                              THE SCHEDULE
                            CHARGES AND FEES
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

  [Premium Taxes
  We deduct the amount of any premium or other state and local taxes
  levied by any state or governmental entity when such taxes are
  incurred.

  We reserve the right to defer collection of Premium Taxes until
  surrender or until application of Accumulation Value to an Annuity
  Option. We reserve the right to change the amount we charge for
  Premium Tax charges on future Premium Payments to conform with changes
  in the law or if the Owner changes state of residence.]

  Deductions from the Divisions
  Mortality and Expense Risk Charge - We deduct up to a maximum of [IF
  DEATHBEN = "1": [.002201%], [.002283%], [.002339%], [.002753%] IF
  DEATHBEN = "2": [.002339%]   IF DEATHBEN = "3": [.002063%]] of the
  assets in each Variable Separate Account Division on a daily basis
  (equivalent to an annual rate up to a maximum rate of [IF DEATHBEN =
  "1": [.80%], [.83%], [.85%], [1.00%] IF DEATHBEN = "2": [.85%]   IF
  DEATHBEN = "3": [.75%]) for mortality and expense risks.  This charge
  is not deducted from the Fixed Account or General Account values.

  Asset Based Administrative Charge - We deduct up to a maximum of
  [0.000411%] of the assets in each Variable Separate Account Division
  on a daily basis (equivalent to an annual rate up to a maximum of
  [0.15%]) to compensate us for a portion of our ongoing administrative
  expenses.  This charge is not deducted from the Fixed Account or
  General Account values.

CHARGE DEDUCTION DIVISION

  All charges against the Accumulation Value in this Contract will be
  deducted from the [Liquid Asset Division].

GA-IA-1042-01/98                       3E/2
<PAGE>
<PAGE>

                             THE SCHEDULE
                           INCOME PLAN FACTORS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------


  Values for other payment periods, ages or joint life combinations are
  available on request.  Monthly payments are shown for each $1,000
  applied.

                   TABLE FOR INCOME FOR A FIXED PERIOD

 Fixed                   Fixed                   Fixed
 Period      Monthly     Period      Monthly     Period      Monthly
of Years     Income     of Years     Income     of Years     Income

   [5        17.95         14         7.28         23         5.00
    6        15.18         15         6.89         24         4.85
    7        13.20         16         6.54         25         4.72
    8        11.71         17         6.24         26         4.60
    9        10.56         18         5.98         27         4.49
   10         9.64         19         5.74         28         4.38
   11         8.88         20         5.53         29         4.28
   12         8.26         21         5.33         30         4.19]
   13         7.73         22         5.16



                        TABLE FOR INCOME FOR LIFE

                Male/Female         Male/Female         Male/Female
  Age            10 Years            20 Years             Refund
                  Certain             Certain             Certain

  [50           $4.06/3.83          $3.96/3.77          $3.93/3.75
   55            4.43/4.14           4.25/4.05           4.25/4.03
   60            4.90/4.56           4.57/4.37           4.66/4.40
   65            5.51/5.10           4.90/4.73           5.12/4.83
   70            6.26/5.81           5.18/5.07           5.76/5.42
   75            7.11/6.70           5.38/5.33           6.58/6.19
   80            7.99/7.70           5.48/5.46           7.69/7.21
   85            8.72/8.59           5.52/5.51           8.72/8.59
   90            9.23/9.18           5.53/5.53          10.63/10.53
                                                             ]

GA-IA-1042-01/98                       3F
<PAGE>
<PAGE>

                             IMPORTANT TERMS
- -------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Contract provides for investment
  at any time.  Initially, this amount is equal to the premium paid.

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

ANNUITY COMMENCEMENT DATE - For each Contract, the date on which Annuity
  Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and
  amount of annuity payments.

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

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

BENEFICIARY - The person designated to receive benefits in the case of
  the death of the Owner.

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

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of
  the Contract.

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

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

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

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

CONTRACT PROCESSING PERIOD - The period between successive Contract
  Processing Dates unless it is
  the first Contract Processing Period.  In that case, it is the period
  from the Contract Date to the
  first Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.

CHARGE DEDUCTION DIVISION - The Division from which all charges are
  deducted if so designated or elected by the Owner.

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


GA-IA-1042-01/98                       4
<PAGE>
<PAGE>

                       IMPORTANT TERMS (continued)
- -------------------------------------------------------------------------
EXPERIENCE FACTOR - The factor which reflects the investment experience
  of the portfolio in which a Variable Separate Account Division invests
  and also reflects the charges assessed against the Division for a
  Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
  Allocations.

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

GUARANTEED DEATH BENEFIT INTEREST RATE - The annual rate at which the
  Guaranteed Death Benefit is calculated.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed
  to be credited to a Fixed Allocation or allocations to a Guaranteed
  Interest Division.

GUARANTEED INTEREST DIVISION - An investment option available in the
  General Account, an account which contains all of our assets other
  than those held in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we
  will credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
  declared by us for Fixed Allocations or allocations to a Guaranteed
  Interest Division.

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

INITIAL PREMIUM - The payment amount required to put each Contract in
  effect.

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

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
  Allocation.  It may apply if all or part of a Fixed Allocation is
  withdrawn, transferred, or applied to an Annuity Option prior to the
  end of the Guarantee Period.

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

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

RIDERS - Riders add provisions or change the terms of the Contract.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying
  a Division in which reinvestment is not available will be allocated to
  this Division unless you specify otherwise.

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

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

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in
  the Variable Separate Account shown in the Schedule.

GA-IA-1042-01/98                       5
<PAGE>
<PAGE>
                      INTRODUCTION TO THIS CONTRACT
- -------------------------------------------------------------------------
THE CONTRACT

  This is a legal Contract between you and us.  We provide benefits as
  stated in this Contract.  In
  return, you supply us with the Initial Premium Payment required to put
  this Contract in effect.

  This Contract, together with any Riders or Endorsements, constitutes
  the entire Contract.  Riders and Endorsements add provisions or change
  the terms of the basic Contract.

THE OWNER

  You are the Owner of this Contract.  You are also the Annuitant unless
  another Annuitant has been named by you and is shown in the Schedule.
  You have the rights and options described in this Contract, including
  but not limited to the right to receive the Annuity Benefits on the
  Annuity Commencement Date.

  One or more people may own this Contract.  If there are multiple
  Owners named, the age of the  oldest Owner will be used to determine
  the applicable death benefit. In the case of a sole Owner who dies
  prior to the Annuity Commencement Date, we will pay the Beneficiary
  the death benefit then due.  If the sole Owner is not an individual,
  we will treat the Annuitant as Owner for the purpose of determining
  when the Owner dies under the death benefit provision (if there is
  no Contingent Annuitant), and the Annuitant's age will determine the
  applicable death benefit payable to the Beneficiary.  The sole Owner's
  estate will be the Beneficiary if no Beneficiary designation is in effect,
  or if the designated Beneficiary has predeceased the Owner.  In the case
  of a joint Owner of the Contract dying prior to the Annuity Commencement
  Date, the surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

  The Annuitant is the measuring life of the Annuity Benefits provided
  under this Contract.  You may name a Contingent Annuitant.  The
  Annuitant may not be changed during the Annuitant's lifetime.

  If the Annuitant dies before the Annuity Commencement Date, the
  Contingent Annuitant becomes the Annuitant.  You will be the
  Contingent Annuitant unless you name someone else.  The Annuitant must
  be a natural person.  If the Annuitant dies and no Contingent
  Annuitant has been named, we will allow you sixty days to designate
  someone other than yourself as an Annuitant.  If all Owners are not
  individuals and, through the operation of this provision, an Owner
  becomes Annuitant, we will pay the death proceeds to the Beneficiary.
  If there are joint Owners, we will treat the youngest of the Owners as
  the Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

  The Beneficiary is the person to whom we pay death proceeds if any
  Owner dies prior to the Annuity Commencement Date.  See Proceeds
  Payable to the Beneficiary for more information.  We pay death
  proceeds to the primary Beneficiary (unless there are joint Owners in
  which case the death benefit proceeds are payable to the surviving
  Owner).  If the primary Beneficiary dies before the Owner, the death
  proceeds are paid to the Contingent Beneficiary, if any.  If there is
  no surviving Beneficiary, we pay the death proceeds to the Owner's
  estate.

GA-IA-1042-01/98                       6
<PAGE>
<PAGE>
                INTRODUCTION TO THIS CONTRACT (continued)
- -------------------------------------------------------------------------
  One or more persons may be named as primary Beneficiary or contingent
  Beneficiary.  In the case of more than one Beneficiary, we will assume
  any death proceeds are to be paid in equal shares to the surviving
  Beneficiaries.  You can specify other than equal shares.

  You have the right to change Beneficiaries, unless you designate the
  primary Beneficiary irrevocable.  When an irrevocable Beneficiary has
  been designated, you and the irrevocable Beneficiary may have to act
  together to exercise the rights and options under this Contract.

CHANGE OF OWNER OR BENEFICIARY

  During your lifetime and while this Contract is in effect you can
  transfer ownership of this Contract or change the Beneficiary.
  To make any of these changes, you must send us written notice of
  the change in a form satisfactory to us. The change will take effect
  as of the day the notice is signed.  The change will not affect any
  payment made or action taken by us before recording the change at our
  Customer Service Center.  A Change of Owner may affect the amount of
  death benefit payable under this Contract.  See Proceeds Payable to
  Beneficiary.

GA-IA-1042-01/98                       7
<PAGE>
<PAGE>
                 PREMIUM PAYMENTS AND ALLOCATION CHARGES
- -------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT

  The Initial Premium Payment is required to put this Contract in
  effect.  The amount of the Initial Premium Payment is shown in the
  Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

  You may make additional Premium Payments under this Contract after the
  end of the Right to Examine period.  Restrictions on additional
  Premium Payments, such as the Attained Age of the Annuitant or Owner
  and the timing and amount of each payment, are shown in the Schedule.
  We reserve the right to defer acceptance of or to return any
  additional Premium Payments.

  As of the date we receive and accept your additional Premium Payment:

  (1) The Accumulation Value will increase by the amount of the
      Premium Payment less any premium deductions as shown in the
      Schedule.
  (2) The increase in the Accumulation Value will be allocated among
      the Divisions of the Variable Separate Account and General Account
      and allocations to the Fixed Account in accordance with your
      instructions.  If you do not provide such instructions, allocation
      will be among the Divisions of the Variable Separate Account and
      General Account and allocations to the Fixed Account in proportion
      to the amount of Accumulation Value in each Division or Fixed
      Allocation.

  Where to Make Payments
  Remit the Premium Payments to our Customer Service Center at the address
  shown on the cover page.  On request we will give you a receipt signed
  by our treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

  You may change the allocation of the Accumulation Value among the
  Divisions and Fixed Allocations after the end of the Right to Examine
  period.  The number of free allocation changes each year that we will
  allow is shown in the Schedule.  To make an allocation change, you
  must provide us with satisfactory notice at our Customer Service
  Center.  The change will take effect when we receive the notice.
  Restrictions for reallocation into and out of Divisions of the
  Variable Separate Account and General Account and allocations to the
  Fixed Account are shown in the Schedule.  An allocation from the Fixed
  Account may be subject to a Market Value Adjustment.  See the
  Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

  When a distribution is made from an investment portfolio supporting a
  unit investment trust Separate Account Division in which reinvestment
  is not available, we will allocate the distribution to the Specially
  Designated Division shown in the Schedule unless you specify
  otherwise.

  Such a distribution may occur when an investment portfolio or Division
  matures, when distribution from a portfolio or Division cannot be
  reinvested in the portfolio or Division due to the unavailability of
  securities, or for other reasons.  When this occurs because of
  maturity, we will send written notice to you thirty days in advance of
  such date.  To elect an allocation to other than the Specially
  Designated Division shown in the Schedule, you must provide
  satisfactory notice to us at least seven days prior to the date the
  investment matures.  Such allocations will not be counted as an
  allocation change of the Accumulation Value for purposes of the number
  of free allocations permitted.

GA-IA-1042-01/98                       8
<PAGE>
<PAGE>

            HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
- -------------------------------------------------------------------------
  The variable Annuity Benefits under this Contract are provided through
  investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

  These accounts, which are designated in the Schedule, are kept
  separate from our General Account and any other Separate Accounts we
  may have.  They are used to support Variable Annuity Contracts and may
  be used for other purposes permitted by applicable laws and
  regulations.  We own the assets in the Separate Accounts.  Assets
  equal to the reserves and other liabilities of the accounts will not
  be charged with liabilities that arise from any other business we
  conduct; but, we may transfer to our General Account assets which
  exceed the reserves and other liabilities of the Variable Separate
  Accounts.  Income and realized and unrealized gains or losses from
  assets in these Variable Separate Accounts are credited to or charged
  against the account without regard to other income, gains or losses in
  our other investment accounts.

  The Variable Separate Account will invest in mutual funds, unit
  investment trusts and other investment portfolios which we determine
  to be suitable for this Contract's purposes.  The Variable Separate
  Account is treated as a unit investment trust under Federal securities
  laws.  It is registered with the Securities and Exchange Commission
  ("SEC") under the Investment Company Act of 1940.  The Variable
  Separate Account is also governed by state law as designated in the
  Schedule.  The trusts may offer non-registered series.

  Variable Separate Account Divisions
  A unit investment trust Separate Account includes Divisions, each
  investing in a designated investment portfolio.  The Divisions and the
  investment portfolios designated may be managed by a separate
  investment adviser.  Such adviser may be registered under the
  Investment Advisers Act of 1940.

  Changes within the Variable Separate Accounts
  We may, from time to time, make additional Variable Separate Account
  Divisions available to you.  These Divisions will invest in investment
  portfolios we find suitable for this Contract.  We also have the right
  to eliminate Divisions from a Variable Separate Account, to combine
  two or more Divisions or to substitute a new portfolio for the
  portfolio in which a Division invests.  A substitution may become
  necessary if, in our judgment, a portfolio or Division no longer suits
  the purpose of this Contract.  This may happen due to a change in laws
  or regulations, or a change in a portfolio's investment objectives or
  restrictions, or because the portfolio or Division is no longer
  available for investment, or for some other reason.  We may get prior
  approval from the insurance department of our state of domicile before
  making such a substitution.  We will also get any required approval
  from the SEC and any other required approvals before making such a
  substitution.

  Subject to any required regulatory approvals, we reserve the right to
  transfer assets of the Variable Separate Account which we determine to
  be associated with the class of contracts to which this Contract
  belongs, to another Variable Separate Account or Division.

  When permitted by law, we reserve the right to:

     (1)  deregister a Variable Separate Account under the Investment
          Company Act of 1940;
     (2)  operate a Variable Separate Account as a management company
          under the Investment Company Act of 1940, if it is operating as
          a unit investment trust;
     (3)  operate a Variable Separate Account as a unit investment
          trust under the Investment Company Act of 1940, if it is
          operating as a managed Variable Separate Account;
     (4)  restrict or eliminate any voting rights of Owners, or other
          persons who have voting rights to a Variable Separate Account;
          and,
     (5)  combine a Variable Separate Account with other Variable
          Separate Accounts.

GA-IA-1042-01/98                        9
<PAGE>
<PAGE>

      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
THE GENERAL ACCOUNT

  The General Account contains all assets of the Company other than
  those in the Separate Accounts we establish.  The Guaranteed Interest
  Divisions available for investment are shown in the Schedule.  We may,
  from time to time, offer other Divisions where assets are held in our
  General Account.

VALUATION PERIOD

  Each Division and Fixed Allocation will be valued at the end of each
  Valuation Period on a Valuation Date.  A Valuation Period is each
  Business Day together with any non-Business Days before it.  A
  Business Day is any day the New York Stock Exchange (NYSE) is open for
  trading, and the SEC requires mutual funds, unit investment trusts, or
  other investment portfolios to value their securities.

ACCUMULATION VALUE

  The Accumulation Value of this Contract is the sum of the amounts in
  each of the Divisions of the Variable Separate Account and General
  Account and allocations to the Fixed Account.  You select the
  Divisions of the Variable Separate Account and General Account and
  allocations to the Fixed Account to which to allocate the Accumulation
  Value.  The maximum number of Divisions and Fixed Allocations to which
  the Accumulation Value may be allocated at any one time is shown in
  the Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

  On the Contract Date
  On the Contract Date, the Accumulation Value is allocated to each
  Division and Fixed Allocation as elected by you, subject to certain
  terms and conditions imposed by us.  We reserve the right to allocate
  premium to the Specially Designated Division during any Right to
  Examine Contract period.  After such time, allocation will be made
  proportionately in accordance with the initial allocation(s) as
  elected by you.

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

       (1) We take the Accumulation Value in the Division or Fixed
           Allocation at the end of the preceding Valuation Period.
       (2) We multiply (1) by the Variable Separate Account Division's
           Net Rate of Return for the current Valuation Period or we
           calculate the interest to be credited to a Fixed Allocation
           or to a Guaranteed Interest Division for the current Valuation
           Period.
       (3) We add (1) and (2).
       (4) We add to (3) any additional Premium Payments (less any
           premium deductions as shown in the Schedule) allocated to the
           Division or Fixed Allocation during the current Valuation
           Period.
       (5) We add or subtract allocations to or from that Division or
           Fixed Allocation during the
           current Valuation Period.
       (6) We subtract from (5) any Partial Withdrawals which are
           allocated to the Division or Fixed Allocation  during the
           current Valuation Period.
       (7) We subtract from (6) the amounts allocated to that
           Division or Fixed Allocation for:
           (a) any charges due for the Optional Benefit Riders as
           shown in the Schedule;
           (b) any deductions from Accumulation Value as shown in the
           Schedule.

  All amounts in (7) are allocated to each Division or Fixed Allocation
  in the proportion that (6) bears to the Accumulation Value unless the
  Charge Deduction Division has been specified (see the Schedule).

GA-IA-1042-01/98                       10
<PAGE>
<PAGE>
      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
FIXED ACCOUNT

  The Fixed Account is a Separate Account under state insurance law and
  is not required to be registered with the Securities and Exchange
  Commission under the Investment Company Act of 1940.  The Fixed
  Account includes various Fixed Allocations which we credit with fixed
  rates of interest for the Guarantee Period or Periods you select.  We
  reset the interest rates for new Fixed Allocations periodically based
  on our sole discretion.

  Guarantee Periods
  Each Fixed Allocation is guaranteed an interest rate or rates for a
  period, a Guarantee Period.  The Guaranteed Interest Rates for a Fixed
  Allocation are effective for the entire period.  The Maturity Date of
  a Guarantee Period will be on the last day of the calendar month in
  which the Guarantee Period ends.  Withdrawals and transfers made
  during a Guarantee Period may be subject to a Market Value Adjustment
  unless made within thirty days prior to the Maturity Date.

  Upon the attainment of the Maturity Date of a Guarantee Period, we
  will transfer the Accumulation Value of the expiring Fixed Allocation
  to a Fixed Allocation with a Guarantee Period equal in length to the
  expiring Guarantee Period, unless you select another period prior to a
  Maturity Date.  We will notify you at least thirty days prior to a
  Maturity Date of your options for renewal.  If the period remaining
  from the Maturity Date of the previous Guarantee Period to the Annuity
  Commencement Date is less than the period you have elected or the
  period expiring, the next shortest period then available that will not
  extend beyond the Annuity Commencement Date will be offered to you.
  If a period is not available, the Accumulation Value will be
  transferred to the Specially Designated Division.

  We will declare Guaranteed Interest Rates for the then available Fixed
  Allocation Guarantee Periods.  These interest rates will be based on
  our future expectations.  Declared Guaranteed Interest Rates are
  subject to change at any time prior to application to specific Fixed
  Allocations, although in no event will the rates be less than the
  Minimum Guaranteed Interest Rate (see the Schedule).

  Market Value Adjustments
  A Market Value Adjustment will be applied to a Fixed Allocation upon
  withdrawal, transfer or application to an Income Plan if made more
  than thirty days prior to such Fixed Allocation's Maturity Date,
  except on Systematic Partial Withdrawals and IRA Partial Withdrawals.
  The Market Value Adjustment is applied to each Fixed Allocation
  separately.

  The Market Value Adjustment is determined by multiplying the amount of
  the Accumulation Value withdrawn, transferred or applied to an Income
  Plan by the following factor:

                      (   1+I   ) N/365
                      (---------)          -1
                      (1+J+.0050)

  Where I is the Index Rate for a Fixed Allocation as of the first day
  of the applicable Guarantee Period;  J is the Index Rate for new Fixed
  Allocation as of the time of calculation for a new Guarantee Period,
  equal to the applicable Guarantee Period, reduced for the number of
  complete years elapsed since the first day of the applicable Guarantee
  Period; and N is the remaining number of days in the applicable
  Guarantee Period at the time of calculation.  (The Index Rate is
  described in the Schedule.)

  Market Value Adjustments will be applied as follows:
     (1) The Market Value Adjustment will be applied to the amount
         withdrawn before deduction of any applicable Surrender Charge.
     (2) For a Partial Withdrawal, partial transfer or in the case
         where a portion of an allocation is applied to an Income Plan,
         the Market Value Adjustment will be calculated on the total
         amount that must be withdrawn, transferred or applied to an
         Income Plan in order to provide the amount requested.

GA-IA-1042-01/98                       11
<PAGE>
<PAGE>
      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
     (3) If the Market Value Adjustment is negative, it will be
         assessed first against any remaining Accumulation Value in the
         particular Fixed Allocation.  Any remaining Market Value
         Adjustment will be applied against the amount withdrawn,
         transferred or applied to an Income Plan.
     (4) If the Market Value Adjustment is positive, it will be
         credited to any remaining Accumulation Value in the particular
         Fixed Allocation.  If a cash surrender, full transfer or full
         application to an Income Plan has been requested, the Market
         Value Adjustment is added to the amount withdrawn, transferred or
         applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

  Index of Investment Experience
  The Investment Experience of a Variable Separate Account Division is
  determined on each Valuation Date.  We use an Index to measure changes
  in each Division's experience during a Valuation Period.  We set the
  Index at $10 when the first investments in a Division are made.  The
  Index for a current Valuation Period equals the Index for the
  preceding Valuation Period multiplied by the Experience Factor for the
  current Valuation Period.

  How We Determine the Experience Factor
  For Divisions of a unit investment trust Separate Account the
  Experience Factor reflects the Investment Experience of the portfolio
  in which the Division invests as well as the charges assessed against
  the Division for a Valuation Period.  The factor is calculated as
  follows:
     (1) We take the net asset value of the portfolio in which the
         Division invests at the end of the current Valuation Period.
     (2) We add to (1) the amount of any dividend or capital gains
         distribution declared for the investment portfolio and reinvested
         in such portfolio during the current Valuation Period.  We
         subtract from that amount a charge for our taxes, if any.
     (3) We divide (2) by the net asset value of the portfolio at the
         end of the preceding Valuation Period.
     (4) We subtract the daily Mortality and Expense Risk Charge for
         each Division shown in the Schedule for each day in the Valuation
         Period.
     (5) We subtract the daily Asset Based Administrative Charge
         shown in the Schedule for each day in the Valuation Period.

  Calculations for Divisions investing in unit investment trusts are on
  a per unit basis.

  Net Rate of Return for a Variable Separate Account Division
  The Net Rate of Return for a Variable Separate Account Division during
  a Valuation Period is the Experience Factor for that Valuation Period
  minus one.

  Interest Credited to a Guaranteed Interest Division
  Accumulation Value allocated to a Guaranteed Interest Division will be
  credited with the Guaranteed Interest Rate for the Guarantee Period in
  effect on the date the premium or reallocation is applied.  Once
  applied, such rate will be guaranteed until the Maturity Date of that
  Guarantee Period.  Interest will be credited daily at a rate to yield
  the declared annual Guaranteed Interest Rate.  No Guaranteed Interest
  Rate will be less than the Minimum Interest Rate shown in the
  Schedule.

  Interest Credited to a Fixed Allocation
  A Fixed Allocation will be credited with the Guaranteed Interest Rate
  for the Guarantee Period in effect on the date the premium or
  reallocation is applied.  Once applied, such rate will be guaranteed
  until that Fixed Allocation's Maturity Date.  Interest will be
  credited daily at a rate to yield the declared annual Guaranteed
  Interest Rate.

  We periodically declare Guaranteed Interest Rates for then available
  Guarantee Periods. No Guaranteed Interest Rate will be less than the
  Minimum Interest Rate shown in the Schedule.

GA-IA-1042-01/98                       12
<PAGE>
<PAGE>
      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

  Expense charges and fees are shown in the Schedule.

  Charge Deduction Division Option
  We will deduct all charges against the Accumulation Value of this
  Contract from the Charge Deduction Division if you elected this option
  on the application (see the Schedule).  If you did not elect this
  Option or if the charges are greater than the amount in the Charge
  Deduction Division, the charges against the Accumulation Value will
  be deducted as follows:

     (1) If these charges are less than the Accumulation Value in the
         Variable Separate Account Divisions, they will be deducted
         proportionately from all Divisions.
     (2) If these charges exceed the Accumulation Value in the
         Variable Separate Account Divisions, any excess over such value
         will be deducted proportionately from any Fixed Allocations and
         Guaranteed Interest Divisions.

  Any charges taken from the Fixed Account or the General Account will
  be taken from the Fixed Allocations or Guaranteed Interest Divisions
  starting with the Guarantee Period nearest its Maturity Date until
  such charges have been paid.

  At any time while this Contract is in effect, you may change your
  election of this Option. To do this you must send us a written request
  to our Customer Service Center. Any change will take effect within seven
  days of the date we receive your request.

GA-IA-1042-01/98                       13
<PAGE>
<PAGE>

                         YOUR CONTRACT BENEFITS
- -------------------------------------------------------------------------
  While this Contract is in effect, there are important rights and
  benefits that are available to you.  We discuss these rights and
  benefits in this section.

CASH VALUE BENEFIT

  Cash Surrender Value
  The Cash Surrender Value, while the Annuitant is living and before the
  Annuity Commencement Date, is determined as follows:
     (1)  We take the Contract's Accumulation Value;
     (2)  We adjust for any applicable Market Value Adjustment;
     (3)  We deduct any Surrender Charge;
     (4)  We deduct any charges shown in the Schedule that have been
          incurred but not yet deducted, including;
         (a) any administrative fee that has not yet been deducted;
         (b) the pro rata part of any charges for Optional Benefit
             Riders; and
         (c) any applicable premium or other tax.

  Cancelling to Receive the Cash Surrender Value
  At any time while the Annuitant is living and before the Annuity
  Commencement Date, you may surrender this Contract to us.  To do this,
  you must return this Contract with a signed request for cancellation
  to our Customer Service Center.

  The Cash Surrender Value will vary daily.  We will determine the Cash
  Surrender Value as of the date we receive the Contract and your signed
  request in our Customer Service Center.  All benefits under this
  Contract will then end.

  We will usually pay the Cash Surrender Value within seven days; but,
  we may delay payment as described in the Payments We May Defer
  provision.

PARTIAL WITHDRAWAL OPTION

  After the Contract Date, you may make Partial Withdrawals.  The
  minimum amount that may be withdrawn is shown in the Schedule.  For
  purposes of calculating any Surrender Charge, any Partial Withdrawal
  you take will not be considered premium, unless it is an Excess
  Partial Withdrawal.  To take a Partial Withdrawal, you must provide us
  satisfactory notice at our Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

  Prior to the Annuity Commencement Date
  If the sole Owner dies prior to the Annuity Commencement Date, we will
  pay the Beneficiary the death benefit.  If there are joint Owners and
  any Owner dies, we will pay the surviving Owners the death benefit.
  We will pay the amount on receipt of due proof of the Owner's death at
  our Customer Service Center.  Such amount may be received in a single
  lump sum or applied to any of the Annuity Options (see Choosing an
  Income Plan).  When the Owner (or all Owners where there are joint
  Owners) is not an individual, the death benefit will become payable on
  the death of the Annuitant prior to the Annuity Commencement Date
  (unless a Contingent Annuitant survived the Annuitant).  Only one
  death benefit is payable under this Contract.  In all events,
  distributions under the Contract must be made as required by
  applicable law.

  How to Claim Payments to Beneficiary
  We must receive proof of the Owner's (or the Annuitant's) death before
  we will make any payments to the Beneficiary.  We will calculate the
  death benefit as of the date we receive due proof of death.  The
  Beneficiary should contact our Customer Service Center for
  instructions.


GA-IA-1042-01/98                       14
<PAGE>
<PAGE>
                         CHOOSING AN INCOME PLAN
- -------------------------------------------------------------------------
ANNUITY BENEFITS

  If the Annuitant and Owner are living on the Annuity Commencement
  Date, we will begin making payments to the Owner.  We will make these
  payments under the Annuity Option (or Options) as chosen in the
  application or as subsequently selected.  You may choose or change an
  Annuity Option by making a written request at least 30 days prior to the
  Annuity Commencement Date.  Unless you have chosen otherwise, Option 2
  on a 10-year period certain basis will become effective.  The amounts
  of the payments will be determined by applying the Accumulation Value on
  the Annuity Commencement Date in accordance with the Annuity Options
  section below (see Payments We Defer).  Before we pay any Annuity
  Benefits, we require the return of this Contract.  If this Contract
  has been lost, we require the applicable lost Contract form.

ANNUITY COMMENCEMENT DATE SELECTION

  You select the Annuity Commencement Date.  You may select any date
  following the fifth Contract Anniversary but before the required date
  of Annuity Commencement as shown in the Schedule.  If you do not
  select a date, the Annuity Commencement Date will be in the month
  following the required date of Annuity Commencement.

FREQUENCY SELECTION

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

THE INCOME PLAN

  While this Contract is in effect and before the Annuity Commencement
  Date, you may chose one or more Annuity Options for the payment of
  death benefits proceeds.  If, at the time of the Owner's death, no
  Option has been chosen for paying the death benefit proceeds, the
  Beneficiary may choose an Option within one year.  You may also elect
  an Annuity Option on surrender of the Contract for its Cash Surrender
  Value.  For each Option we will issue a separate written agreement
  putting the Option into effect.

  Our approval is needed for any Option where:
     (1) the person named to receive payment is other than the Owner
         or Beneficiary; or
     (2) the person named is not a natural person, such as a
         corporation; or
     (3) any income payment would be less than the minimum annuity
         income payment shown in the Schedule.

THE ANNUITY OPTIONS

  There are four Options to choose from.  They are:

  Option 1.  Income for a Fixed Period
  Payment is made in equal installments for a fixed number of years.  We
  guarantee each monthly payment will be at least the Income for Fixed
  Period amount shown in the Schedule.  Values for annual, semiannual or
  quarterly payments are available on request.


GA-IA-1042-01/98                       15
<PAGE>
<PAGE>
                   CHOOSING AN INCOME PLAN (continued)
- -------------------------------------------------------------------------
  Option 2.  Income for Life
  Payment is made to the person named in equal monthly installments and
  guaranteed for at least a period certain.  The period certain can be
  10 or 20 years.  Other periods certain are available on request.  A
  refund certain may be chosen instead.  Under this arrangement, income
  is guaranteed until payments equal the amount applied.  If the person
  named lives beyond the guaranteed period, payments continue until his
  or her death.

  We guarantee each payment will be at least the amount shown in the
  Schedule.  By age, we mean the named person's age on his or her last
  birthday before the Option's effective date.  Amounts for ages not
  shown are available on request.

  Option 3.  Joint Life Income
  This Option is available if there are two persons named to receive
  payments.  At least one of the persons named must be either the Owner
  of Beneficiary of this Contract.  Monthly payments are guaranteed and
  are made as long as at least one of the named persons is living.  The
  monthly payment amounts are available upon request.  Such amounts are
  guaranteed and will be calculated on the same basis as the Table for
  Income for Life, however, the amounts will be based on two lives.

  Option 4.  Annuity Plan
  An amount can be applied under any other settlement option we choose
  to offer for the Contract form on the Option's effective date.

  The minimum rates for Option 1 are based on 3% interest, compounded
  annually.  The minimum rates for Options 2 and 3 are based on 3%
  interest, compounded annually, and the Annuity 2000 Mortality Table.
  We may pay a higher rate at our discretion.

PAYMENT WHEN NAMED PERSON DIES

  When the person named to receive payment dies, we will pay any amounts
  still due as provided by the Option agreement.  The amounts still due
  are determined as follows:
     (1)  For Option 1 or for any remaining guaranteed payments in
          Option 2, payments will be continued.
     (2)  For Option 3, no amounts are payable after both named
          persons have died.
     (3)  For Option 4, the annuity agreement will state the amount
          due, if any.


GA-IA-1042-01/98                       16
<PAGE>
<PAGE>
                       OTHER IMPORTANT INFORMATION
- -------------------------------------------------------------------------
SENDING NOTICE TO US

  Whenever written notice is required, send it to our Customer Service
  Center.  The address of our Customer Service Center is shown on the
  cover page. Please include your Contract number in all correspondence.

REPORTS TO OWNER

  We will send you a report at least once during each Contract Year.
  The report will show the Accumulation Value and the Cash Surrender
  Value as of the end of the Contract Processing Period.  The report
  will also show the allocation of the Accumulation Value as of such
  date and the amounts deducted from or added to the Accumulation Value
  since the last report.  The report will also include any information
  that may be currently required by the insurance supervisory official
  of the jurisdiction in which the Contract is delivered.

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

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

  You can assign this Contract as collateral security for a loan or
  other obligation.  This does not
  change the ownership.  Your rights and any Beneficiary's right are
  subject to the terms of the assignment.  To make or release an
  assignment, we must receive written notice satisfactory to us, at our
  Customer Service Center.  We are not responsible for the validity of
  any assignment.

CHANGING THIS CONTRACT

  This Contract or any additional benefit riders may be changed to
  another annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

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

MISSTATEMENT OF AGE OR SEX

  If an age or sex has been misstated, the amounts payable or benefits
  provided by this Contract will be those that the Premium Payment made
  would have bought at the correct age or sex.

NON-PARTICIPATING

  This Contract does not participate in the divisible surplus of Golden
  American Life Insurance Company.

GA-IA-1042-01/98                       17
<PAGE>
<PAGE>

                 OTHER IMPORTANT INFORMATION (continued)
- -------------------------------------------------------------------------
PAYMENTS WE MAY DEFER

  We may not be able to determine the value of the assets of the
  Variable Separate Account Divisions because:
     (1)  the NYSE is closed for trading;
     (2)  the SEC determines that a state of emergency exists;
     (3)  an order or pronouncement of the SEC permits a delay for the
          protection of Owners; or
     (4)  the check used to pay the premium has not cleared through
          the banking system.  This may take up to 15 days.

  During such times, as to amounts allocated to the Divisions of the
  Variable Separate Account, we may delay;
     (1)  determination and payment of the Cash Surrender Value;
     (2)  determination and payment of any death benefit if death
          occurs before the Annuity Commencement Date;
     (3)  allocation changes of the Accumulation Value; or,
     (4)  application of the Accumulation Value under an income plan.

  As to the amounts allocated to a Guaranteed Interest Division of the
  General Account and as to amounts allocated to Fixed Allocations of
  the Fixed Account, we may, at any time, defer payment of the Cash
  Surrender Value for up to six months after we receive a request for
  it.  We will allow interest of at least 3.00% a year on any Cash
  Surrender Value payment derived from the Fixed Allocations or the
  Guaranteed Interest Divisions that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

  All agreements made by us must be signed by one of our officers.  No
  other person, including an insurance agent or broker, can:
     (1)  change any of this Contract's terms;
     (2)  extend the time for Premium Payments; or
     (3)  make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

  We have filed a detailed statement of our computations with the
  insurance supervisory official in the jurisdiction where this Contract
  is delivered.  The values are not less than those required by the law
  of that state or jurisdiction.  Any benefit provided by an attached
  Optional Benefit Rider will not increase these values unless otherwise
  stated in that Rider.




GA-IA-1042-01/98                         18
<PAGE>
<PAGE>


















































DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
- -------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.

<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 4(b)
    ________ GOLDEN
   _________ AMERICAN                          DEFERRED COMBINATION
____________ LIFE INSURANCE                    VARIABLE AND FIXED
     _______ COMPANY                           ANNUITY CERTIFICATE

Golden American is a stock company domiciled in Wilmington, Delaware.
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
|  Contractholder                                 Group Contract Number |
|  GOLDEN INVESTORS TRUST                         G000012-OE            |
- -------------------------------------------------------------------------
|  Annuitant               Owner                                        |
|  [THOMAS J. DOE]         [JOHN Q. DOE]                                |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

In this Certificate you or your refers to the Owner shown above.  We,
our or us refers to Golden American Life Insurance Company.  You may
allocate this Certificate's Accumulation Value among the Variable
Separate Account, the General Account and the Fixed Account shown in
the Schedule.

This Certificate describes the benefits and provisions of the group
contract.  The group contract, as issued to the Contractholder by us
with any Riders or Endorsements, alone makes up the agreement under
which benefits are paid.  The group contract may be inspected at the
office of the Contractholder.  In consideration of any application for
this Certificate and the payment of premiums, we agree, subject to the
terms and conditions of the group contract, to provide the benefits
described in this Certificate to the Owner.  The Annuitant under this
Certificate must be eligible under the terms of the group contract.  If
the group contract and this Certificate are in force, we will make
income payments to the Owner starting on the Annuity Commencement Date
as shown in the Schedule.  If the Owner dies prior to the Annuity
Commencement Date, we will pay a death benefit to the Beneficiary.  The
amount of such benefit is subject to the terms of this Certificate.

The benefits of the Certificate will be paid according to the provisions
of the Certificate and group contract.

RIGHT TO EXAMINE CERTIFICATE:  YOU MAY RETURN THIS CERTIFICATE TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU
RECEIVE IT.  IF SO RETURNED, WE WILL TREAT THE CERTIFICATE AS THOUGH IT
WERE NEVER ISSUED.  UPON RECEIPT WE WILL PROMPTLY REFUND THE
ACCUMULATION VALUE, ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, PLUS ANY
CHARGES WE HAVE DEDUCTED AS OF THE DATE THE RETURNED CERTIFICATE IS
RECEIVED BY US.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT DIVISION, MAY INCREASE OR DECREASE, DEPENDING
ON THE CERTIFICATE'S INVESTMENT RESULTS.  ALL PAYMENTS AND VALUES BASED
ON THE FIXED ACCOUNT MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE
OPERATION OF WHICH MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR
DECREASE.



Customer Service Center            Secretary:     /s/ Myles R. Tashman
1001 Jefferson Street, Suite 400   President:     /s/ Ben Chernow
Wilmington, Delaware 19801



- -------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CERTIFICATE - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.



GA-CA-1042-01/98
<PAGE>
<PAGE>
                            CERTIFICATE CONTENTS
- -------------------------------------------------------------------------

THE SCHEDULE.......................  3  YOUR CERTIFICATE BENEFITS........  14

 Payment And Investment Information 3A    Cash Value Benefit
 The Variable Separate Accounts.... 3B    Partial Withdrawal Option
 The General Account............... 3C    Proceeds Payable to the
 Certificate Facts................. 3D      Beneficiary
 Charges and Fees.................. 3E
 Income Plan Factors............... 3F  CHOOSING AN INCOME PLAN..........  15

IMPORTANT TERMS ...................  4    Annuity Benefits
                                          Annuity Commencement Date Selection
INTRODUCTION TO THIS CERTIFICATE...  6    Frequency Selection
                                          The Income Plan
 The Certificate                          The Annuity Options
 The Owner                                Payment When Named Person Dies
 The Annuitant
 The Beneficiary                        OTHER IMPORTANT INFORMATION......  17
 Change of Owner or Beneficiary           Sending Notice to Us
                                          Reports to Owner
PREMIUM PAYMENTS AND ALLOCATION           Assignment - Using This
  CHANGES..........................  8        Certificate As Collateral
                                              Security
 Initial Premium Payment                  Changing This Certificate
 Additional Premium Payment Option        Certificate Changes -
 Your Right to Change Allocation of         Applicable Tax Law
  Accumulation Value                      Misstatement of Age or Sex
 What Happens if a Variable Separate      Non-participating
   Account Division is Not Available      Payments We May Defer
                                          Authority to Make Agreements
                                          Required Note on Our Computations

HOW WE MEASURE THE CERTIFICATE'S
  ACCUMULATION VALUE...............  9

 The Variable Separate Accounts
 The General Account
 Valuation Period
 Accumulation Value
 Accumulation Value in Each Division
   and Fixed Allocation
 Fixed Account
 Measurement of Investment Experience
 Charges Deducted From Accumulation
   Value on Each Certificate
   Processing Date

  Copies of any application and any additional Riders and Endorsements
  are at the back of this Certificate.

THE SCHEDULE

 The Schedule gives specific facts about this Certificate and its
 coverage.  Please refer to the Schedule while reading this
 Certificate.

GA-CA-1042-01/98                       2
<PAGE>
<PAGE>
                              THE SCHEDULE
                   PAYMENT AND INVESTMENT INFORMATION
- -------------------------------------------------------------------------
|  Contractholder                                 Group Contract Number |
|  GOLDEN INVESTORS TRUST                         G000012-OE            |
- -------------------------------------------------------------------------
|  Annuitant               Owner                                        |
|  [THOMAS J. DOE]         [JOHN Q. DOE]                                |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [55]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Certificate Date         Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

INITIAL INVESTMENT

  Initial Premium Payment received:  [$25,000]

  Your initial Accumulation Value has been invested as follows:

                                        Percentage of
          Divisions                   Accumulation Value
    ---------------------          ------------------------
     [Multiple Allocation                    10%
        Fully Managed                        10%
     Capital Appreciation                    10%
       Rising Dividends                      10%
          All-Growth                         10%
         Real Estate                         10%
         Hard Assets                          5%
       Emerging Markets                       5%
     Limited Maturity Bond                    5%
         Liquid Asset                         5%
         Value Equity                         5%
       Strategic Equity                       5%
        Managed Global                        5%
   Fixed Allocation - 1 Year                  5%]

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

            Total                            100%
            =====                            ====

ADDITIONAL PREMIUM PAYMENT INFORMATION

  [We will accept additional Premium Payments until either the Annuitant
  or Owner reaches the Attained Age of [85].  The minimum additional
  payment which may be made is [$1,000.00].]

  [In no event may you contribute to your IRA for the taxable year in
  which you attain age 70 1/2 and thereafter (except for rollover
  contributions).  The minimum additional payment which may be made is
  [$1,000.00].]

GA-CA-1042-01/98                       3A/1
<PAGE>
<PAGE>
                              THE SCHEDULE
             PAYMENT AND INVESTMENT INFORMATION (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [55]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  $[25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Certificate Date         Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

ACCUMULATION VALUE ALLOCATION RULES

  The maximum number of Divisions in which you may be invested at any
  one time is [sixteen].  You are allowed unlimited allocation changes
  per Certificate Year without charge.  We reserve the right to impose a
  charge for any allocation change in excess of [twelve] per Certificate
  Year.  The Excess Allocation Charge is shown in the Schedule.
  Allocations into and out of the Guaranteed Interest Divisions are
  subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

  You may request allocation changes by telephone during our telephone
  request business hours.  You may call our Customer Service Center at
  1-800-366-0066 to make allocation changes by using the personal
  identification number you will receive.  You may also mail any notice
  or request for allocation changes to our Customer Service Center at
  the address shown on the cover page.







GA-CA-1042-01/98                       3A/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                     THE VARIABLE SEPARATE ACCOUNTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

  Separate Account B (the "Account") is a unit investment trust Separate
  Account, organized in and governed by the laws of the State of
  Delaware, our state of domicile. The Account is divided into
  Divisions.  Each Division listed below invests in shares of the mutual
  fund portfolio (the "Series") designated.  Each portfolio is a part of
  The GCG Trust managed by Directed Services, Inc.


          SERIES                       SERIES
          ------                       ------
          [Multiple Allocation         Real Estate
          Fully Managed                Hard Assets
          Value Equity                 Limited Maturity Bond
          Small Cap                    Liquid Asset
          Capital Appreciation         Strategic Equity
          Rising Dividends             Managed Global
          All-Growth                   Research
          Mid-Cap Growth               Value + Growth
          Total Return                 Global Fixed Income
          Growth & Income              Growth Opportunities
          Emerging Markets             Developing World]




GA-CA-1042-01/98                       3B
<PAGE>
<PAGE>
                              THE SCHEDULE
                           THE GENERAL ACCOUNT
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

GENERAL ACCOUNT

  [Guaranteed Interest Division
  A Guaranteed Interest Division provides an annual minimum interest
  rate of 3%.  At our sole discretion, we may periodically declare
  higher interest rates for specific Guarantee Periods.  Such rates will
  apply to periods following the date of declaration.  Any declaration
  will be by class and will be based on our future expectations.

  Limitations of Allocations
  We reserve the right to restrict allocations into and out of the
  General Account.  Such limits may be  dollar restrictions on
  allocations into the General Account or we may restrict reallocations
  into the General Account.

  Transfers from a Guaranteed Interest Division
  We currently require that an amount allocated to a Guarantee Period
  not be transferred until the Maturity Date, except pursuant to our
  published rules.  We reserve the right not to allow amounts previously
  transferred from a Guaranteed Interest Division to the Variable
  Separate Account Divisions or to a Fixed Allocation to be transferred
  back to a Guaranteed Interest Division for a period of at least six
  months from the date of transfer.]


GA-CA-1042-01/98                       3C
<PAGE>
<PAGE>
                              THE SCHEDULE
                            CERTIFICATE FACTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------
CERTIFICATE FACTS

  Certificate Processing Date
  The Certificate Processing Date for your Certificate is [January 1] of
  each year.

  Specially Designated Divisions
  When a distribution is made from an investment portfolio underlying a
  Variable Separate Account Division in which reinvestment is not
  available, we will allocate the amount of the distribution to the
  [Liquid Asset Division] unless you specify otherwise.

PARTIAL WITHDRAWALS

  The maximum amount that can be withdrawn each Certificate Year without
  being considered an Excess Partial Withdrawal is described below.  We
  will collect a Surrender Charge for Excess Partial Withdrawals and a
  charge for any unrecovered Premium Tax.  In no event may a Partial
  Withdrawal exceed 90% of the Cash Surrender Value.  After a Partial
  Withdrawal, the remaining Accumulation Value must be at least $100 to
  keep the Certificate in force.

  Maximum Partial Withdrawal not considered to be an Excess Partial
  Withdrawal
  The maximum amount that can be taken as a Partial Withdrawal each
  Certificate Year without being considered an Excess Partial Withdrawal
  is the greater of the following:
  (1)  Earnings, less previous withdrawals not considered to be Excess
       Partial Withdrawals, but not less than zero.  Earnings are equal
       to the Accumulation Value, less Premium Payments, plus prior
       withdrawals.
  (2)  The Free Amount, equal to:  a) 10% of Premium Payments not
       previously withdrawn, which were received within seven years
       prior to the date of withdrawal; less  b) any withdrawals that
       are made in the same Certificate year, which are not considered
       to be Excess Partial Withdrawals.
  Withdrawals of Premium Payments are considered to be Excess Partial
  Withdrawals.

  Conventional Partial Withdrawals
  Minimum Withdrawal Amount:         [$100.00]

  Any Conventional Partial Withdrawal from a Fixed Allocation is subject
  to a Market Value Adjustment unless withdrawn from a Fixed Allocation
  within 30 days prior to the Maturity Date.

  Systematic Partial Withdrawals
  Systematic Partial Withdrawals may be elected to commence after 28
  days from the Certificate Issue Date and may be taken on a monthly,
  quarterly or annual basis.  You select the day withdrawals will be
  made, but no later than the 28th day of the month.  If you do not
  elect a day, the Certificate Date will be used.

  Minimum Withdrawal Amount:         [$100.00]
  Maximum Withdrawal Amount:

     Variable Separate Account     0.833% of Premium Payments
       Divisions:                  monthly, 2.50% of Premium Payments
                                   quarterly or 10% Premium Payments
                                   annual frequency.
     Fixed Allocations and         Interest earned on a Fixed Allocation
                                   or Guaranteed
     Guaranteed Interest           Interest Division for the prior
       Divisions:                  month, quarter or year (depending on
                                   the frequency selected).

GA-CA-1042-01/98                       3D/1
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CERTIFICATE FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------


  Systematic Partial Withdrawals from  Fixed Allocations are not subject
  to a Market Value Adjustment.  If the sum of Systematic Partial
  Withdrawals in a Certificate Year exceed the maximum withdrawal
  not considered to be an Excess Partial Withdrawal, they may be subject
  to a surrender charge.

  [IRA Partial Withdrawals for Qualified Plans Only
  IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
  basis.  A minimum withdrawal of $100.00 is required.  You select the
  day the withdrawals will be made, but no later than the 28th day of
  the month.  If you do not elect a day, the Certificate Date will be
  used.  Systematic Partial Withdrawals and Conventional Partial
  Withdrawals are not allowed when IRA Partial Withdrawals are being
  taken.  An IRA Partial Withdrawal in excess of the maximum amount
  allowed under the Systematic Partial Withdrawal option may be
  subject to a Market Value Adjustment.]

DEATH BENEFITS
  [IF DEATHBEN = "1":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "2":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "3":  The Death Benefit is the greatest of (i) the Cash
  Surrender Value, (ii) the Accumulation Value, (iii) the sum of the
  premiums paid, less any Partial Withdrawals.]

  Guaranteed Death Benefit
  On the Certificate Date, the Guaranteed Death Benefit is the initial
  premium.  On subsequent Valuation Dates, the Guaranteed Death Benefit
  is calculated as follows:
  [IF DEATHBEN = "1":  Option 1:
                       --------
  (1)    Start with the Guaranteed Death Benefit from the prior
         Valuation Date;
  (2)    Calculate interest on (1) for the current Valuation Period at
         the Guaranteed Death Benefit Interest Rate;
  (3)    Add (1) and (2);
  (4)    Add any additional premiums paid during the current Valuation
         Period to (3);
  (5)    Subtract Partial Withdrawals made during the current Valuation
         Period from (4).

  Each accumulated initial or additional Premium Payment, reduced by any
  Partial Withdrawals (including any associated Market Value Adjustment
  and Surrender Charge incurred) allocated to such premium, will
  continue to grow at the Guaranteed Death Benefit Interest Rate.  [IF
  DEATHBEN = "1" AND % RATE = "7":  In any event, the Guaranteed Death
  Benefit will not exceed the Maximum Guaranteed Death Benefit.]

  The Guaranteed Death Benefit is accumulated at a rate of [3, 4, 5 or
  7%] compounded annually, except:
  (1)  Amounts in the Liquid Asset Division are accumulated at the net
       rate of return for the Liquid Asset Division during the current
       Valuation Period if less than [3, 4, 5, or 7%]; and
  (2)  Amounts in the Limited Maturity Bond Division are accumulated
       at the net rate of return for the Limited Maturity Bond Division
       during the current Valuation Period if less than [3, 4, 5 or 7%];
       and
  (3)  Amounts in a Fixed Allocation or Guaranteed Interest Division
       are accumulated at the interest rate being credited to such Fixed
       Allocation or Guaranteed Interest Division during the current
       Valuation Period if less than [3, 4, 5 or 7%].

GA-CA-1042-01/98                       3D/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                        CERTIFICATE FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

  [IF DEATHBEN = "1" AND % RATE = "7"
  Maximum Guaranteed Death Benefit
  The Maximum Guaranteed Death Benefit is initially equal to two times
  the initial or additional premium paid.  Thereafter, the Maximum
  Guaranteed Death Benefit as of the effective date of a Partial
  Withdrawal is reduced first by the amount of any Partial Withdrawal
  representing earnings and second in proportion to the reduction in
  Accumulation Value for any Partial Withdrawal representing premium (in
  each case, including any associated Market Value Adjustment and
  Surrender Charge incurred).  If withdrawals do not exceed 7% of
  premium paid in a Certificate Year, and did not exceed 7% of premiums
  paid in any Certificate Year, reductions in the Maximum Guaranteed
  Death Benefit will be treated as withdrawals of earnings.  Once
  withdrawals exceed 7% in any Certificate Year, withdrawals will be
  treated as proportional in relation to the amount of Accumulation
  Value for any Partial Withdrawals ( including any associated Market
  Value Adjustment or Surrender Charge incurred.]
  [IF DEATHBEN = "2":  Option 2:
                       --------
     (1)    Start with the Guaranteed Death Benefit from the prior
            Valuation Date;
     (2)    Add to (1) any additional premium paid since the prior
            Valuation Date and subtract from (1) any Partial Withdrawals
            taken prior to the Valuation Date;
     (3)    On a Valuation Date that occurs on or prior to the Owner's
            attained age [70], which is also a Certificate Anniversary,
            we set the Guaranteed Death Benefit equal to the greater of
            (2) or the Accumulation Value as of such date.
  On all other Valuation Dates, the Guaranteed Death Benefit is equal
  to(2).]
  [IF DEATHBEN = "3":  Option 3:
                       --------
     (1)    Start with the Guaranteed Death Benefit from the prior
            Valuation Date;
     (2)    Add any additional premiums paid during the current
            Valuation Period;
     (3)    Subtract any Partial Withdrawals made during the current
            Valuation Period from (2).]

CHANGE OF OWNER
  A change of Owner will result in recalculation of the death benefit
  and Guaranteed Death Benefit.  As of the date of change, we will use
  the Accumulation Value of the Certificate, for the purpose of such
  recalculation only, as the initial premium to determine a new
  Guaranteed Death Benefit for this Certificate.  The new Owner's age at
  the time of the change will be used as the basis for this
  calculation.  The new Owner's death will determine when a death
  benefit is payable.

  [IF DEATHBEN = "1":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value and the sum of the premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "2":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value and the sum of the premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "3":  The Guaranteed Death Benefit Option after the
  change of Owner will remain the same as before the change.]

GA-CA-1042-01/98                       3D/3
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CERTIFICATE FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

CHOOSING AN INCOME PLAN
  Required Date of Annuity Commencement
  [Distributions from a Certificate funding a qualified plan must
  commence no later than [April 1st] of the calendar year following the
  calendar year in which the Owner attains age 70 1/2.]

  The Annuity Commencement Date is required to be the same date as the
  Certificate Processing Date in the month following the Annuitant's
  [90th] birthday.  If, on the Annuity Commencement Date, a Surrender
  Charge remains, your elected  Annuity Option must include a period
  certain of at least five years  duration.  In applying the
  Accumulation Value, we may first collect any Premium Taxes due us.

  Minimum Annuity Income Payment
  The minimum monthly annuity income payment that we will make is [$20].

  Optional Benefit Riders - [None.]

ATTAINED AGE

  The Issue Age of the Annuitant or Owner plus the number of full years
  elapsed since the Certificate Date.

FIXED ACCOUNT

  Minimum Fixed Allocation
  The minimum allocation to the Fixed Account in any one Fixed
  Allocation is [$250.00].

  Minimum Guaranteed Interest Rate - [3%.]

  Guarantee Periods
  We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10]
  year(s).  We reserve the right to offer Guarantee Periods of durations
  other than those available on the Certificate Date.  We also reserve
  the right to cease offering a particular Guarantee Period or Periods.

  We reserve the right to offer guarantee periods which require
  systematic allocation to the General Account or to series of a
  separate account elected by the Certificateowner.

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

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


GA-CA-1042-01/98                       3D/4
<PAGE>
<PAGE>

                              THE SCHEDULE
                            CHARGES AND FEES
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

DEDUCTIONS FROM PREMIUMS

       [None.]

DEDUCTIONS FROM ACCUMULATION VALUE

  Initial Administrative Charge
       [None.]

  Administrative Charge
  We charge [a maximum of $30 or 2% of Accumulation Value] to cover a
  portion of our ongoing administrative expense for each Certificate
  Processing Period.  The charge is incurred at the beginning of the
  Certificate Processing Period and deducted on the Certificate
  Processing Date at the end of the period.

  Excess Allocation Charge
  Currently none, however, we reserve the right to charge [$25] for a
  change if you make more than [twelve] allocation changes per
  Certificate Year.  Any charge will be deducted in proportion to the
  amount being transferred from each Division.

  Surrender Charge
  A Surrender Charge is imposed as a percentage of premium if the
  Certificate is surrendered or an Excess Partial Withdrawal is taken.
  The percentage imposed at time of surrender or Excess Partial
  Withdrawal depends on the number of complete years that have elapsed
  since a Premium Payment was made. The Surrender charge expressed as a
  percentage of each Premium Payment is as follows:

           Complete Years Elapsed        Surrender
           Since Premium Payment          Charges
           ----------------------        ---------

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


  For the purpose of calculating the Surrender Charge for an Excess
  Partial Withdrawal:  a) we treat premiums as being withdrawn on a
  first-in, first-out basis; and b) amounts withdrawn which are not
  considered an Excess Partial Withdrawal are not considered a
  withdrawal of any Premium Payments.

GA-CA-1042-01/98                       3E/1
<PAGE>
<PAGE>

                              THE SCHEDULE
                            CHARGES AND FEES
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------

  [Premium Taxes
  We deduct the amount of any premium or other state and local taxes
  levied by any state or governmental entity when such taxes are
  incurred.

  We reserve the right to defer collection of Premium Taxes until
  surrender or until application of Accumulation Value to an Annuity
  Option. We reserve the right to change the amount we charge for
  Premium Tax charges on future Premium Payments to conform with changes
  in the law or if the Owner changes state of residence. ]

  Deductions from the Divisions
  Mortality and Expense Risk Charge - We deduct up to a maximum of [IF
  ---------------------------------
  DEATHBEN = "1": [.002201%], [.002283%], [.002339%], [.002753%] IF
  DEATHBEN = "2": [.002339%]   IF DEATHBEN = "3": [.002063%]] of the
  assets in each Variable Separate Account Division on a daily basis
  (equivalent to an annual rate up to a maximum rate of [IF DEATHBEN =
  "1": [.80%], [.83%], [.85%], [1.00%] IF DEATHBEN = "2": [.85%]   IF
  DEATHBEN = "3": [.75%]) for mortality and expense risks.  This charge
  is not deducted from the Fixed Account or General Account values.

  Asset Based Administrative Charge - We deduct up to a maximum of
  ---------------------------------
  [0.000411%] of the assets in each Variable Separate Account Division
  on a daily basis (equivalent to an annual rate up to a maximum of
  [0.15%]) to compensate us for a portion of our ongoing administrative
  expenses.  This charge is not deducted from the Fixed Account or
  General Account values.

CHARGE DEDUCTION DIVISION

  All charges against the Accumulation Value in this Certificate will be
  deducted from the [Liquid Asset Division].

GA-CA-1042-01/98                       3E/2
<PAGE>
<PAGE>

                             THE SCHEDULE
                           INCOME PLAN FACTORS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Certificate Number    |
|  [SEPARATE ACCOUNT B AND THE FIXED              [123456]              |
|  ACCOUNT]                                                             |
- -------------------------------------------------------------------------


  Values for other payment periods, ages or joint life combinations are
  available on request.  Monthly payments are shown for each $1,000
  applied.

                   TABLE FOR INCOME FOR A FIXED PERIOD

 Fixed                   Fixed                   Fixed
 Period      Monthly     Period      Monthly     Period      Monthly
of Years     Income     of Years     Income     of Years     Income
- --------     -------    --------     -------    --------     -------

   [5        17.95         14         7.28         23         5.00
    6        15.18         15         6.89         24         4.85
    7        13.20         16         6.54         25         4.72
    8        11.71         17         6.24         26         4.60
    9        10.56         18         5.98         27         4.49
   10         9.64         19         5.74         28         4.38
   11         8.88         20         5.53         29         4.28
   12         8.26         21         5.33         30         4.19]
   13         7.73         22         5.16



                        TABLE FOR INCOME FOR LIFE

                Male/Female         Male/Female         Male/Female
                 10 Years            20 Years             Refund
  Age             Certain             Certain             Certain
  ---           -----------         -----------         -----------

  [50           $4.06/3.83          $3.96/3.77          $3.93/3.75
   55            4.43/4.14           4.25/4.05           4.25/4.03
   60            4.90/4.56           4.57/4.37           4.66/4.40
   65            5.51/5.10           4.90/4.73           5.12/4.83
   70            6.26/5.81           5.18/5.07           5.76/5.42
   75            7.11/6.70           5.38/5.33           6.58/6.19
   80            7.99/7.70           5.48/5.46           7.69/7.21
   85            8.72/8.59           5.52/5.51           8.72/8.59
   90            9.23/9.18           5.53/5.53          10.63/10.53
                                                             ]

GA-CA-1042-01/98                       3F
<PAGE>
<PAGE>

                             IMPORTANT TERMS
- -------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Certificate provides for
  investment at any time.  Initially, this amount is equal to the
  premium paid.

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

ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which
  Annuity Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and
  amount of annuity payments.

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

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

BENEFICIARY - The person designated to receive benefits in the case of
  the death of the Owner.

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

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of
  the Certificate.

CERTIFICATE ANNIVERSARY - The anniversary of the Certificate Date.

CERTIFICATE DATE - The date we received the initial premium and upon
  which we begin determining the Certificate values.  It may not be the
  same as the Certificate Issue Date.  This date is used to determine
  Certificate months, processing dates, years, and anniversaries.

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

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

CERTIFICATE PROCESSING PERIOD - The period between successive
  Certificate Processing Dates unless it is the first Certificate
  Processing Period.  In that case, it is the period from the
  Certificate Date to the first Certificate Processing Date.

CERTIFICATE YEAR - The period between Certificate Anniversaries.

CHARGE DEDUCTION DIVISION - The Division from which all charges are
  deducted if so designated or elected by the Owner.

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

CONTRACT ISSUE DATE - The date the group contract is issued at our
  Customer Service Center.

CONTRACTHOLDER - The entity to whom the certificates group contract is
  issued.

GA-CA-1042-01/98                       4
<PAGE>
<PAGE>

                       IMPORTANT TERMS (continued)
- -------------------------------------------------------------------------
EXPERIENCE FACTOR - The factor which reflects the investment experience
  of the portfolio in which a Variable Separate Account Division invests
  and also reflects the charges assessed against the Division for a
  Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support
  Fixed Allocations.

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

GUARANTEED DEATH BENEFIT INTEREST RATE - The annual rate at which the
  Guaranteed Death Benefit is calculated.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed
  to be credited to a Fixed Allocation or allocations to a Guaranteed
  Interest Division.

GUARANTEED INTEREST DIVISION - An investment option available in the
  General Account, an account which contains all of our assets other
  than those held in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we
  will credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can
  be declared by us for Fixed Allocations or allocations to a Guaranteed
  Interest Division.

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

INITIAL PREMIUM - The payment amount required to put each Certificate in
  effect.

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

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
  Allocation.  It may apply if all or part of a Fixed Allocation is
  withdrawn, transferred, or applied to an Annuity Option prior to the
  end of the Guarantee Period.

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

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

RIDERS - Riders add provisions or change the terms of the Certificate.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio
  underlying a Division in which reinvestment is not available will be
  allocated to this Division unless you specify otherwise.

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

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

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in
  the Variable Separate Account shown in the Schedule.

GA-CA-1042-01/98                       5
<PAGE>
<PAGE>
                      INTRODUCTION TO THIS CERTIFICATE
- -------------------------------------------------------------------------
THE CERTIFICATE

  This is a legal Certificate between you and us.  We provide benefits
  as stated in this Certificate.  In return, you supply us with the
  Initial Premium Payment required to put this Certificate in effect.

  This Certificate, together with any Riders or Endorsements,
  constitutes the entire Certificate.  Riders and Endorsements add
  provisions or change the terms of the basic Certificate.

THE OWNER

  You are the Owner of this Certificate.  You are also the Annuitant
  unless another Annuitant has been named by you and is shown in the
  Schedule.  You have the rights and options described in this
  Certificate, including but not limited to the right to receive the
  Annuity Benefits on the Annuity Commencement Date.

  One or more people may own this Certificate.  If there are multiple
  Owners named, the age of the oldest Owner will be used to determine
  the applicable death benefit. In the case of a sole Owner who dies
  prior to the Annuity Commencement Date, we will pay the Beneficiary
  the death benefit then due.  If the sole Owner is not an individual,
  we will treat the Annuitant as Owner for the purpose of determining
  when the Owner dies under the death benefit provision (if there is
  no Contingent Annuitant), and the Annuitant's age will determine the
  applicable death benefit payable to the Beneficiary.  The sole Owner's
  estate will be the Beneficiary if no Beneficiary designation is in
  effect, or if the designated Beneficiary has predeceased the Owner.
  In the case of a joint Owner of the Certificate dying prior to the
  Annuity Commencement Date, the surviving Owner(s) will be deemed as
  the Beneficiary(ies).

THE ANNUITANT

  The Annuitant is the measuring life of the Annuity Benefits provided
  under this Certificate.  You may name a Contingent Annuitant.  The
  Annuitant may not be changed during the Annuitant's lifetime.

  If the Annuitant dies before the Annuity Commencement Date, the
  Contingent Annuitant becomes the Annuitant.  You will be the
  Contingent Annuitant unless you name someone else.  The Annuitant must
  be a natural person.  If the Annuitant dies and no Contingent
  Annuitant has been named, we will allow you sixty days to designate
  someone other than yourself as an Annuitant.  If all Owners are not
  individuals and, through the operation of this provision, an Owner
  becomes Annuitant, we will pay the death proceeds to the Beneficiary.
  If there are joint Owners, we will treat the youngest of the Owners as
  the Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

  The Beneficiary is the person to whom we pay death proceeds if any
  Owner dies prior to the Annuity Commencement Date.  See Proceeds
  Payable to the Beneficiary for more information.  We pay death
  proceeds to the primary Beneficiary (unless there are joint Owners in
  which case the death benefit proceeds are payable to the surviving
  Owner).  If the primary Beneficiary dies before the Owner, the death
  proceeds are paid to the Contingent Beneficiary, if any.  If there is
  no surviving Beneficiary, we pay the death proceeds to the Owner's
  estate.

GA-CA-1042-01/98                       6
<PAGE>
<PAGE>
                INTRODUCTION TO THIS CERTIFICATE (continued)
- -------------------------------------------------------------------------
  One or more persons may be named as primary Beneficiary or contingent
  Beneficiary.  In the case of more than one Beneficiary, we will assume
  any death proceeds are to be paid in equal shares to the surviving
  Beneficiaries.  You can specify other than equal shares.

  You have the right to change Beneficiaries, unless you designate the
  primary Beneficiary irrevocable.  When an irrevocable Beneficiary has
  been designated, you and the irrevocable Beneficiary may have to act
  together to exercise the rights and options under this Certificate.

CHANGE OF OWNER OR BENEFICIARY

  During your lifetime and while this Certificate is in effect you can
  transfer ownership of this Certificate or change the Beneficiary.
  To make any of these changes, you must send us written notice of
  the change in a form satisfactory to us. The change will take effect
  as of the day the notice is signed.  The change will not affect any
  payment made or action taken by us before recording the change at our
  Customer Service Center.  A Change of Owner may affect the amount of
  death benefit payable under this Certificate.  See Proceeds Payable to
  Beneficiary.

GA-CA-1042-01/98                       7
<PAGE>
<PAGE>
                 PREMIUM PAYMENTS AND ALLOCATION CHARGES
- -------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT

  The Initial Premium Payment is required to put this Certificate in
  effect.  The amount of the Initial Premium Payment is shown in the
  Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

  You may make additional Premium Payments under this Certificate after
  the end of the Right to Examine period.  Restrictions on additional
  Premium Payments, such as the Attained Age of the Annuitant or Owner
  and the timing and amount of each payment, are shown in the Schedule.
  We reserve the right to defer acceptance of or to return any
  additional Premium Payments.

  As of the date we receive and accept your additional Premium Payment:

  (1) The Accumulation Value will increase by the amount of the
      Premium Payment less any premium deductions as shown in the
      Schedule.
  (2) The increase in the Accumulation Value will be allocated among
      the Divisions of the Variable Separate Account and General Account
      and allocations to the Fixed Account in accordance with your
      instructions.  If you do not provide such instructions, allocation
      will be among the Divisions of the Variable Separate Account and
      General Account and allocations to the Fixed Account in proportion
      to the amount of Accumulation Value in each Division or Fixed
      Allocation.

  Where to Make Payments
  Remit the Premium Payments to our Customer Service Center at the
  address shown on the cover page.  On request we will give you a
  receipt signed by our treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

  You may change the allocation of the Accumulation Value among the
  Divisions and Fixed Allocations after the end of the Right to Examine
  period.  The number of free allocation changes each year that we will
  allow is shown in the Schedule.  To make an allocation change, you
  must provide us with satisfactory notice at our Customer Service
  Center.  The change will take effect when we receive the notice.
  Restrictions for reallocation into and out of Divisions of the
  Variable Separate Account and General Account and allocations to the
  Fixed Account are shown in the Schedule.  An allocation from the Fixed
  Account may be subject to a Market Value Adjustment.  See the
  Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

  When a distribution is made from an investment portfolio supporting a
  unit investment trust Separate Account Division in which reinvestment
  is not available, we will allocate the distribution to the Specially
  Designated Division shown in the Schedule unless you specify
  otherwise.

  Such a distribution may occur when an investment portfolio or Division
  matures, when distribution from a portfolio or Division cannot be
  reinvested in the portfolio or Division due to the unavailability of
  securities, or for other reasons.  When this occurs because of
  maturity, we will send written notice to you thirty days in advance of
  such date.  To elect an allocation to other than the Specially
  Designated Division shown in the Schedule, you must provide
  satisfactory notice to us at least seven days prior to the date the
  investment matures.  Such allocations will not be counted as an
  allocation change of the Accumulation Value for purposes of the number
  of free allocations permitted.

GA-CA-1042-01/98                       8
<PAGE>
<PAGE>

            HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE
- -------------------------------------------------------------------------
  The variable Annuity Benefits under this Certificate are provided
  through investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

  These accounts, which are designated in the Schedule, are kept
  separate from our General Account and any other Separate Accounts we
  may have.  They are used to support Variable Annuity Certificates and
  may be used for other purposes permitted by applicable laws and
  regulations.  We own the assets in the Separate Accounts.  Assets
  equal to the reserves and other liabilities of the accounts will not
  be charged with liabilities that arise from any other business we
  conduct; but, we may transfer to our General Account assets which
  exceed the reserves and other liabilities of the Variable Separate
  Accounts.  Income and realized and unrealized gains or losses from
  assets in these Variable Separate Accounts are credited to or charged
  against the account without regard to other income, gains or losses in
  our other investment accounts.

  The Variable Separate Account will invest in mutual funds, unit
  investment trusts and other investment portfolios which we determine
  to be suitable for this Certificate's purposes.  The Variable Separate
  Account is treated as a unit investment trust under Federal securities
  laws.  It is registered with the Securities and Exchange Commission
  ("SEC") under the Investment Company Act of 1940.  The Variable
  Separate Account is also governed by state law as designated in the
  Schedule.  The trusts may offer non-registered series.

  Variable Separate Account Divisions
  A unit investment trust Separate Account includes Divisions, each
  investing in a designated investment portfolio.  The Divisions and the
  investment portfolios designated may be managed by a separate
  investment adviser.  Such adviser may be registered under the
  Investment Advisers Act of 1940.

  Changes within the Variable Separate Accounts
  We may, from time to time, make additional Variable Separate Account
  Divisions available to you.  These Divisions will invest in investment
  portfolios we find suitable for the group contract.  We also have the
  right to eliminate Divisions from a Variable Separate Account, to
  combine two or more Divisions or to substitute a new portfolio for the
  portfolio in which a Division invests.  A substitution may become
  necessary if, in our judgment, a portfolio or Division no longer suits
  the purpose of the group contract.  This may happen due to a change in
  laws or regulations, or a change in a portfolio's investment
  objectives or restrictions, or because the portfolio or Division is no
  longer available for investment, or for some other reason.  We may get
  prior approval from the insurance department of our state of domicile
  before making such a substitution.  We will also get any required
  approval from the SEC and any other required approvals before making
  such a substitution.

  Subject to any required regulatory approvals, we reserve the right to
  transfer assets of the Variable Separate Account which we determine to
  be associated with the class of contracts to which the group contract
  belongs, to another Variable Separate Account or Division.

  When permitted by law, we reserve the right to:

 (1)  deregister a Variable Separate Account under the Investment
      Company Act of 1940;
 (2)  operate a Variable Separate Account as a management company
      under the Investment Company Act of 1940, if it is operating as
      a unit investment trust;
 (3)  operate a Variable Separate Account as a unit investment
      trust under the Investment Company Act of 1940, if it is
      operating as a managed Variable Separate Account;
 (4)  restrict or eliminate any voting rights of Owners, or other
      persons who have voting rights to a Variable Separate Account;
      and
 (5)  combine a Variable Separate Account with other Variable
      Separate Accounts.

GA-CA-1042-01/98                        9
<PAGE>
<PAGE>

      HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
THE GENERAL ACCOUNT

  The General Account contains all assets of the Company other than
  those in the Separate Accounts we establish.  The Guaranteed Interest
  Divisions available for investment are shown in the Schedule.  We may,
  from time to time, offer other Divisions where assets are held in our
  General Account.

VALUATION PERIOD

  Each Division and Fixed Allocation will be valued at the end of each
  Valuation Period on a Valuation Date.  A Valuation Period is each
  Business Day together with any non-Business Days before it.  A
  Business Day is any day the New York Stock Exchange (NYSE) is open for
  trading, and the SEC requires mutual funds, unit investment trusts, or
  other investment portfolios to value their securities.

ACCUMULATION VALUE

  The Accumulation Value of this Certificate is the sum of the amounts
  in each of the Divisions of the Variable Separate Account and General
  Account and allocations to the Fixed Account.  You select the
  Divisions of the Variable Separate Account and General Account and
  allocations to the Fixed Account to which to allocate the Accumulation
  Value.  The maximum number of Divisions and Fixed Allocations to which
  the Accumulation Value may be allocated at any one time is shown in
  the Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

  On the Certificate Date
  On the Certificate Date, the Accumulation Value is allocated to each
  Division and Fixed Allocation as elected by you, subject to certain
  terms and conditions imposed by us.  We reserve the right to allocate
  premium to the Specially Designated Division during any Right to
  Examine Certificate period.  After such time, allocation will be made
  proportionately in accordance with the initial allocation(s) as
  elected by you.

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

       (1) We take the Accumulation Value in the Division or Fixed
           Allocation at the end of the preceding Valuation Period.
       (2) We multiply (1) by the Variable Separate Account Division's
           Net Rate of Return for the current Valuation Period or we
           calculate the interest to be credited to a Fixed Allocation
           or to a Guaranteed Interest Division for the current
           Valuation Period.
       (3) We add (1) and (2).
       (4) We add to (3) any additional Premium Payments (less any
           premium deductions as shown in the Schedule) allocated to the
           Division or Fixed Allocation during the current Valuation
           Period.
       (5) We add or subtract allocations to or from that Division or
           Fixed Allocation during the
           current Valuation Period.
       (6) We subtract from (5) any Partial Withdrawals which are
           allocated to the Division or Fixed Allocation  during the
           current Valuation Period.
       (7) We subtract from (6) the amounts allocated to that
           Division or Fixed Allocation for:
           (a) any charges due for the Optional Benefit Riders as
           shown in the Schedule;
           (b) any deductions from Accumulation Value as shown in the
           Schedule.

  All amounts in (7) are allocated to each Division or Fixed Allocation
  in the proportion that (6) bears to the Accumulation Value unless the
  Charge Deduction Division has been specified (see the Schedule).

GA-CA-1042-01/98                       10
<PAGE>
<PAGE>
      HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
FIXED ACCOUNT

  The Fixed Account is a Separate Account under state insurance law and
  is not required to be registered with the Securities and Exchange
  Commission under the Investment Company Act of 1940.  The Fixed
  Account includes various Fixed Allocations which we credit with fixed
  rates of interest for the Guarantee Period or Periods you select.  We
  reset the interest rates for new Fixed Allocations periodically based
  on our sole discretion.

  Guarantee Periods
  Each Fixed Allocation is guaranteed an interest rate or rates for a
  period, a Guarantee Period.  The Guaranteed Interest Rates for a Fixed
  Allocation are effective for the entire period.  The Maturity Date of
  a Guarantee Period will be on the last day of the calendar month in
  which the Guarantee Period ends.  Withdrawals and transfers made
  during a Guarantee Period may be subject to a Market Value Adjustment
  unless made within thirty days prior to the Maturity Date.

  Upon the attainment of the Maturity Date of a Guarantee Period, we
  will transfer the Accumulation Value of the expiring Fixed Allocation
  to a Fixed Allocation with a Guarantee Period equal in length to the
  expiring Guarantee Period, unless you select another period prior to a
  Maturity Date.  We will notify you at least thirty days prior to a
  Maturity Date of your options for renewal.  If the period remaining
  from the Maturity Date of the previous Guarantee Period to the Annuity
  Commencement Date is less than the period you have elected or the
  period expiring, the next shortest period then available that will not
  extend beyond the Annuity Commencement Date will be offered to you.
  If a period is not available, the Accumulation Value will be
  transferred to the Specially Designated Division.

  We will declare Guaranteed Interest Rates for the then available Fixed
  Allocation Guarantee Periods.  These interest rates will be based on
  our future expectations.  Declared Guaranteed Interest Rates are
  subject to change at any time prior to application to specific Fixed
  Allocations, although in no event will the rates be less than the
  Minimum Guaranteed Interest Rate (see the Schedule).

  Market Value Adjustments
  A Market Value Adjustment will be applied to a Fixed Allocation upon
  withdrawal, transfer or application to an Income Plan if made more
  than thirty days prior to such Fixed Allocation's Maturity Date,
  except on Systematic Partial Withdrawals and IRA Partial Withdrawals.
  The Market Value Adjustment is applied to each Fixed Allocation
  separately.

  The Market Value Adjustment is determined by multiplying the amount of
  the Accumulation Value withdrawn, transferred or applied to an Income
  Plan by the following factor:

                      (   1+I   ) N/365
                      (---------)          -1
                      (1+J+.0050)

  Where I is the Index Rate for a Fixed Allocation as of the first day
  of the applicable Guarantee Period;  J is the Index Rate for a new
  Fixed Allocation as of the time of calculation for a new Guarantee
  Period, equal to the applicable Guarantee Period, reduced for the
  number of complete years elapsed since the first day of the
  applicable Guarantee Period; and N is the remaining number of days in
  the applicable Guarantee Period at the time of calculation.  (The
  Index Rate is described in the Schedule).

  Market Value Adjustments will be applied as follows:
     (1) The Market Value Adjustment will be applied to the amount
         withdrawn before deduction of any applicable Surrender Charge.
     (2) For a Partial Withdrawal, partial transfer or in the case
         where a portion of an allocation is applied to an Income Plan,
         the Market Value Adjustment will be calculated on the total
         amount that must be withdrawn, transferred or applied to an
         Income Plan in order to provide the amount requested.

GA-CA-1042-01/98                       11
<PAGE>
<PAGE>
      HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
     (3) If the Market Value Adjustment is negative, it will be
         assessed first against any remaining Accumulation Value in the
         particular Fixed Allocation.  Any remaining Market Value
         Adjustment will be applied against the amount withdrawn,
         transferred or applied to an Income Plan.
     (4) If the Market Value Adjustment is positive, it will be
         credited to any remaining Accumulation Value in the particular
         Fixed Allocation.  If a cash surrender, full transfer or full
         application to an Income Plan has been requested, the Market
         Value Adjustment is added to the amount withdrawn, transferred
         or applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

  Index of Investment Experience
  The Investment Experience of a Variable Separate Account Division is
  determined on each Valuation Date.  We use an Index to measure changes
  in each Division's experience during a Valuation Period.  We set the
  Index at $10 when the first investments in a Division are made.  The
  Index for a current Valuation Period equals the Index for the
  preceding Valuation Period multiplied by the Experience Factor for the
  current Valuation Period.

  How We Determine the Experience Factor
  For Divisions of a unit investment trust Separate Account the
  Experience Factor reflects the Investment Experience of the portfolio
  in which the Division invests as well as the charges assessed against
  the Division for a Valuation Period.  The factor is calculated as
  follows:
   (1) We take the net asset value of the portfolio in which the
       Division invests at the end of the current Valuation Period.
   (2) We add to (1) the amount of any dividend or capital gains
       distribution declared for the investment portfolio and reinvested
       in such portfolio during the current Valuation Period.  We
       subtract from that amount a charge for our taxes, if any.
   (3) We divide (2) by the net asset value of the portfolio at the
       end of the preceding Valuation Period.
   (4) We subtract the daily Mortality and Expense Risk Charge for
       each Division shown in the Schedule for each day in the Valuation
       Period.
   (5) We subtract the daily Asset Based Administrative Charge
       shown in the Schedule for each day in the Valuation Period.

  Calculations for Divisions investing in unit investment trusts are on
  a per unit basis.

  Net Rate of Return for a Variable Separate Account Division
  The Net Rate of Return for a Variable Separate Account Division during
  a Valuation Period is the Experience Factor for that Valuation Period
  minus one.

  Interest Credited to a Guaranteed Interest Division
  Accumulation Value allocated to a Guaranteed Interest Division will be
  credited with the Guaranteed Interest Rate for the Guarantee Period in
  effect on the date the premium or reallocation is applied.  Once
  applied, such rate will be guaranteed until the Maturity Date of that
  Guarantee Period.  Interest will be credited daily at a rate to yield
  the declared annual effective Guaranteed Interest Rate.  No Guaranteed
  Interest Rate will be less than the Minimum Interest Rate shown in the
  Schedule.

  Interest Credited to a Fixed Allocation
  A Fixed Allocation will be credited with the Guaranteed Interest Rate
  for the Guarantee Period in effect on the date the premium or
  reallocation is applied.  Once applied, such rate will be guaranteed
  until that Fixed Allocation's Maturity Date.  Interest will be
  credited daily at a rate to yield the declared annual effective
  Guaranteed Interest Rate.

  We periodically declare Guaranteed Interest Rates for then available
  Guarantee Periods. No Guaranteed Interest Rate will be less than the
  Minimum Interest Rate shown in the Schedule.

GA-CA-1042-01/98                       12
<PAGE>
<PAGE>
      HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CERTIFICATE PROCESSING
DATE

  Expense charges and fees are shown in the Schedule.

  Charge Deduction Division Option
  We will deduct all charges against the Accumulation Value of this
  Certificate from the Charge Deduction Division if you elected this
  option on the application (see the Schedule).  If you did not elect
  this Option or if the charges are greater than the amount in the
  Charge Deduction Division, the charges against the Accumulation Value
  will be deducted as follows:

     (1) If these charges are less than the Accumulation Value in the
         Variable Separate Account Divisions, they will be deducted
         proportionately from all Divisions.
     (2) If these charges exceed the Accumulation Value in the
         Variable Separate Account Divisions, any excess over such value
         will be deducted proportionately from any Fixed Allocations and
         Guaranteed Interest Divisions.

  Any charges taken from the Fixed Account or the General Account will
  be taken from the Fixed Allocations or Guaranteed Interest Divisions
  starting with the Guarantee Period nearest its Maturity Date until
  such charges have been paid.

  At any time while this Certificate is in effect, you may change your
  election of this Option. To do this you must send us a written request
  to our Customer Service Center. Any change will take effect within
  seven days of the date we receive your request.

GA-CA-1042-01/98                       13
<PAGE>
<PAGE>

                         YOUR CERTIFICATE BENEFITS
- -------------------------------------------------------------------------
  While this Certificate is in effect, there are important rights and
  benefits that are available to you.  We discuss these rights and
  benefits in this section.

CASH VALUE BENEFIT

  Cash Surrender Value
  The Cash Surrender Value, while the Annuitant is living and before the
  Annuity Commencement Date, is determined as follows:
     (1)  We take the Certificate's Accumulation Value;
     (2)  We adjust for any applicable Market Value Adjustment;
     (3)  We deduct any Surrender Charge;
     (4)  We deduct any charges shown in the Schedule that have been
          incurred but not yet deducted, including;
         (a) any administrative fee that has not yet been deducted;
         (b) the pro rata part of any charges for Optional Benefit
             Riders; and
         (c) any applicable premium or other tax.

  Cancelling to Receive the Cash Surrender Value
  At any time while the Annuitant is living and before the Annuity
  Commencement Date, you may surrender this Certificate to us.  To do
  this, you must return this Certificate with a signed request for
  cancellation to our Customer Service Center.

  The Cash Surrender Value will vary daily.  We will determine the Cash
  Surrender Value as of the date we receive the Certificate and your
  signed request in our Customer Service Center.  All benefits under
  this Certificate will then end.

  We will usually pay the Cash Surrender Value within seven days; but,
  we may delay payment as described in the Payments We May Defer
  provision.

PARTIAL WITHDRAWAL OPTION

  After the Certificate Date, you may make Partial Withdrawals.  The
  minimum amount that may be withdrawn is shown in the Schedule.  For
  purposes of calculating any Surrender Charge, any Partial Withdrawal
  you take will not be considered premium, unless it is an Excess
  Partial Withdrawal.  To take a Partial Withdrawal, you must provide us
  satisfactory notice at our Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

  Prior to the Annuity Commencement Date
  If the sole Owner dies prior to the Annuity Commencement Date, we will
  pay the Beneficiary the death benefit.  If there are joint Owners and
  any Owner dies, we will pay the surviving Owners the death benefit.
  We will pay the amount on receipt of due proof of the Owner's death at
  our Customer Service Center.  Such amount may be received in a single
  lump sum or applied to any of the Annuity Options (see Choosing an
  Income Plan).  When the Owner (or all Owners where there are joint
  Owners) is not an individual, the death benefit will become payable on
  the death of the Annuitant prior to the Annuity Commencement Date
  (unless a Contingent Annuitant survived the Annuitant).  Only one
  death benefit is payable under this Certificate.  In all events,
  distributions under the Certificate must be made as required by
  applicable law.

  How to Claim Payments to Beneficiary
  We must receive proof of the Owner's (or the Annuitant's) death before
  we will make any payments to the Beneficiary.  We will calculate the
  death benefit as of the date we receive due proof of death.  The
  Beneficiary should contact our Customer Service Center for
  instructions.


GA-CA-1042-01/98                       14
<PAGE>
<PAGE>
                         CHOOSING AN INCOME PLAN
- -------------------------------------------------------------------------
ANNUITY BENEFITS

  If the Annuitant and Owner are living on the Annuity Commencement
  Date, we will begin making payments to the Owner.  We will make these
  payments under the Annuity Option (or Options) as chosen in the
  application or as subsequently selected.  You may choose or change an
  Annuity Option by making a written request at least 30 days prior to
  the Annuity Commencement Date.  Unless you have chosen otherwise,
  Option 2 on a 10-year period certain basis will become effective.  The
  amounts of the payments will be determined by applying the
  Accumulation Value on the Annuity Commencement Date in accordance with
  the Annuity Options section below (see Payments We Defer).  Before we
  pay any Annuity Benefits, we require the return of this Certificate.
  If this Certificate has been lost, we require the applicable lost
  Certificate form.

ANNUITY COMMENCEMENT DATE SELECTION

  You select the Annuity Commencement Date.  You may select any date
  following the fifth Certificate Anniversary but before the required
  date of Annuity Commencement as shown in the Schedule.  If you do not
  select a date, the Annuity Commencement Date will be in the month
  following the required date of Annuity Commencement.

FREQUENCY SELECTION

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

THE INCOME PLAN

  While this Certificate is in effect and before the Annuity
  Commencement Date, you may chose one or more Annuity Options for the
  payment of death benefits proceeds.  If, at the time of the Owner's
  death, no Option has been chosen for paying the death benefit
  proceeds, the Beneficiary may choose an Option within one year.  You
  may also elect an Annuity Option on surrender of the Certificate for
  its Cash Surrender Value.  For each Option we will issue a separate
  written agreement putting the Option into effect.

  Our approval is needed for any Option where:
     (1) the person named to receive payment is other than the Owner
         or Beneficiary; or
     (2) the person named is not a natural person, such as a
         corporation; or
     (3) any income payment would be less than the minimum annuity
         income payment shown in the Schedule.

THE ANNUITY OPTIONS

  There are four Options to choose from.  They are:

  Option 1.  Income for a Fixed Period
  Payment is made in equal installments for a fixed number of years.  We
  guarantee each monthly payment will be at least the Income for Fixed
  Period amount shown in the Schedule.  Values for annual, semiannual or
  quarterly payments are available on request.


GA-CA-1042-01/98                       15
<PAGE>
<PAGE>
                   CHOOSING AN INCOME PLAN (continued)
- -------------------------------------------------------------------------
  Option 2.  Income for Life
  Payment is made to the person named in equal monthly installments and
  guaranteed for at least a period certain.  The period certain can be
  10 or 20 years.  Other periods certain are available on request.  A
  refund certain may be chosen instead.  Under this arrangement, income
  is guaranteed until payments equal the amount applied.  If the person
  named lives beyond the guaranteed period, payments continue until his
  or her death.

  We guarantee each payment will be at least the amount shown in the
  Schedule.  By age, we mean the named person's age on his or her last
  birthday before the Option's effective date.  Amounts for ages not
  shown are available on request.

  Option 3.  Joint Life Income
  This Option is available if there are two persons named to receive
  payments.  At least one of the persons named must be either the Owner
  of Beneficiary of this Certificate.  Monthly payments are guaranteed
  and are made as long as at least one of the named persons is living.
  The monthly payment amounts are available upon request.  Such amounts
  are guaranteed and will be calculated on the same basis as the Table
  for Income for Life, however, the amounts will be based on two lives.

  Option 4.  Annuity Plan
  An amount can be applied under any other settlement option we choose
  to offer for the Certificate form on the Option's effective date.

  The minimum rates for Option 1 are based on 3% interest, compounded
  annually.  The minimum rates for Options 2 and 3 are based on 3%
  interest, compounded annually, and the Annuity 2000 Mortality Table.
  We may pay a higher rate at our discretion.

PAYMENT WHEN NAMED PERSON DIES

  When the person named to receive payment dies, we will pay any amounts
  still due as provided by the Option agreement.  The amounts still due
  are determined as follows:
     (1)  For Option 1 or for any remaining guaranteed payments in
          Option 2, payments will be continued.
     (2)  For Option 3, no amounts are payable after both named
          persons have died.
     (3)  For Option 4, the annuity agreement will state the amount
          due, if any.


GA-CA-1042-01/98                       16
<PAGE>
<PAGE>
                       OTHER IMPORTANT INFORMATION
- -------------------------------------------------------------------------
ENTIRE CONTRACT

  The group contract, including any attached Rider, endorsement,
  amendment and the application of the Contractholder, constitute the
  entire contract between the Contractholder and us.  All statements
  made by the Contractholder, any Owner or any Annuitant will be deemed
  representations and not warranties.  No such statement will be used in
  any contest unless it is contained in the application signed by the
  Owner, a copy of which has been furnished to the Owner, the
  Beneficiary or to the Contractholder.

SENDING NOTICE TO US

  Whenever written notice is required, send it to our Customer Service
  Center.  The address of our Customer Service Center is shown on the
  cover page. Please include your Certificate number in all
  correspondence.

REPORTS TO OWNER

  We will send you a report at least once during each Certificate Year.
  The report will show the Accumulation Value and the Cash Surrender
  Value as of the end of the Certificate Processing Period.  The report
  will also show the allocation of the Accumulation Value as of such
  date and the amounts deducted from or added to the Accumulation Value
  since the last report.  The report will also include any information
  that may be currently required by the insurance supervisory official
  of the jurisdiction in which the Certificate is delivered.

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

ASSIGNMENT - USING THIS CERTIFICATE AS COLLATERAL SECURITY

  You can assign this Certificate as collateral security for a loan or
  other obligation.  This does not change the ownership.  Your rights
  and any Beneficiary's right are subject to the terms of the
  assignment. To make or release an assignment, we must receive written
  notice satisfactory to us, at our Customer Service Center.  We are not
  responsible for the validity of any assignment.

CHANGING THIS CERTIFICATE

  This or any additional benefit riders may be changed to
  another annuity plan according to our rules at the time of the change.

CERTIFICATE CHANGES - APPLICABLE TAX LAW

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

MISSTATEMENT OF AGE OR SEX

  If an age or sex has been misstated, the amounts payable or benefits
  provided by this Certificate will be those that the Premium Payment
  made would have bought at the correct age or sex.

NON-PARTICIPATING

  This Certificate does not participate in the divisible surplus of
  Golden American Life Insurance Company.

GA-CA-1042-01/98                       17
<PAGE>
<PAGE>

                 OTHER IMPORTANT INFORMATION (continued)
- -------------------------------------------------------------------------
PAYMENTS WE MAY DEFER

  We may not be able to determine the value of the assets of the
  Variable Separate Account Divisions because:
     (1)  the NYSE is closed for trading;
     (2)  the SEC determines that a state of emergency exists;
     (3)  an order or pronouncement of the SEC permits a delay for the
          protection of Owners; or
     (4)  the check used to pay the premium has not cleared through
          the banking system.  This may take up to 15 days.

  During such times, as to amounts allocated to the Divisions of the
  Variable Separate Account, we may delay;
     (1)  determination and payment of the Cash Surrender Value;
     (2)  determination and payment of any death benefit if death
          occurs before the Annuity Commencement Date;
     (3)  allocation changes of the Accumulation Value; or,
     (4)  application of the Accumulation Value under an income plan.

  As to the amounts allocated to a Guaranteed Interest Division of the
  General Account and as to amounts allocated to Fixed Allocations of
  the Fixed Account, we may, at any time, defer payment of the Cash
  Surrender Value for up to six months after we receive a request for
  it.  We will allow interest of at least 3.00% a year on any Cash
  Surrender Value payment derived from the Fixed Allocations or the
  Guaranteed Interest Divisions that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

  All agreements made by us must be signed by one of our officers.  No
  other person, including an insurance agent or broker, can:
     (1)  change any of this Certificate's terms;
     (2)  extend the time for Premium Payments; or
     (3)  make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

  We have filed a detailed statement of our computations with the
  insurance supervisory official in the jurisdiction where this
  Certificate is delivered.  The values are not less than those
  required by the law of that state or jurisdiction.  Any benefit
  provided by an attached Optional Benefit Rider will not increase these
  values unless otherwise stated in that Rider.




GA-CA-1042-01/98                         18
<PAGE>
<PAGE>


















































DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CERTIFICATE - NO DIVIDENDS
- -------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.

<PAGE>
<PAGE>


<PAGE>
<PAGE>
                                             EXHIBIT 4(c)
    ________ GOLDEN
   _________ AMERICAN                          DEFERRED VARIABLE
____________ LIFE INSURANCE                    ANNUITY CONTRACT
     _______ COMPANY

Golden American is a stock company domiciled in Wilmington, Delaware.
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

This is a legal Contract between its Owner and us.  Please read it
carefully.  In this Contract you or your refers to the Owner shown above.
We, our or us refers to Golden American Life Insurance Company.  You may
allocate this Contract's Accumulation Value among the Divisions of the
Variable Separate Account and the General Account shown in the Schedule.

If this Contract is in force, we will make income payments to you
starting on the Annuity Commencement Date.  If the Owner dies prior to
the Annuity Commencement Date, we will pay a death benefit to the
Beneficiary.  The amount of such benefits is subject to the terms of this
Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT, MAY INCREASE OR DECREASE, DEPENDING ON THE
CONTRACT'S INVESTMENT RESULTS.

RIGHT TO EXAMINE THIS CONTRACT:  YOU MAY RETURN THIS CONTRACT TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE
IT. IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED.  UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE,
PLUS ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE RETURNED CONTRACT
IS RECEIVED BY US.





Customer Service Center            Secretary:     /s/ Myles R. Tashman
1001 Jefferson Street, Suite 400   President:     /s/ Ben Chernow
Wilmington, Delaware 19801



- -------------------------------------------------------------------------
DEFERRED VARIABLE ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.



GA-IA-1043-01/98
<PAGE>
<PAGE>
                            CONTRACT CONTENTS
- -------------------------------------------------------------------------

THE SCHEDULE.......................  3  YOUR CONTRACT BENEFITS...........  12

 Payment And Investment Information 3A    Cash Value Benefit
 The Variable Separate Accounts.... 3B    Partial Withdrawal Option
 The General Account............... 3C    Proceeds Payable to the
 Contract Facts.................... 3D      Beneficiary
 Charges and Fees.................. 3E
 Income Plan Factors............... 3F  CHOOSING AN INCOME PLAN..........  13

IMPORTANT TERMS ...................  4    Annuity Benefits
                                          Annuity Commencement Date Selection
INTRODUCTION TO THIS CONTRACT......  6    Frequency Selection
                                          The Income Plan
 The Contract                             The Annuity Options
 The Owner                                Payment When Named Person Dies
 The Annuitant
 The Beneficiary                        OTHER IMPORTANT INFORMATION......  15
 Change of Owner or Beneficiary           Sending Notice to Us
                                          Reports to Owner
PREMIUM PAYMENTS AND ALLOCATION           Assignment - Using This Contract
 ADDITIONAL PREMIUM PAYMENT OPTION          As Collateral Security
  CHANGES..........................  8    Changing This Contract
                                          Contract Changes - Applicable
 Initial Premium Payment                    Tax Law
 Additional Premium Payment Option        Misstatement of Age or Sex
 Your Right to Change Allocation of       Non-participating
   Accumulation Value                     Payments We May Defer
 What Happens if a Variable Separate      Authority to Make Agreements
   Account Division is Not Available      Required Note on Our Computations


HOW WE MEASURE THE CONTRACT'S
  ACCUMULATION VALUE...............  9

 The Variable Separate Accounts
 The General Account
 Valuation Period
 Accumulation Value
 Accumulation Value in Each Division
 Measurement of Investment Experience
 Charges Deducted from Accumulation
   Value on each Contract Processing
   Date

  Copies of any application and any additional Riders and Endorsements are at
  the back of this Contract.

THE SCHEDULE

 The Schedule gives specific facts about this Contract and its coverage.
 Please refer to the Schedule while reading this Contract.

GA-IA-1043-01/98                       2
<PAGE>
<PAGE>
                              THE SCHEDULE
                   PAYMENT AND INVESTMENT INFORMATION
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [35]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Contract Date            Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

INITIAL INVESTMENT

  Initial Premium Payment received:  [$25,000]

  Your initial Accumulation Value has been invested as follows:

                                        Percentage of
          Divisions                   Accumulation Value
     ---------------------         ------------------------
     [Multiple Allocation                    10%
        Fully Managed                        10%
     Capital Appreciation                    10%
       Rising Dividends                      10%
          All-Growth                         10%
         Real Estate                         10%
        Value Equity                         10%
         Hard Assets                          5%
       Emerging Markets                       5%
    Limited Maturity Bond                     5%
         Liquid Asset                         5%
       Strategic Equity                       5%
     ---------------------         ------------------------
            Total                           100%]
            =====                          ======


ADDITIONAL PREMIUM PAYMENT INFORMATION

  [We will accept additional Premium Payments until either the Annuitant
  or Owner reaches the Attained Age of [85].  The minimum additional
  payment which may be added is [$1,000.00].]

  [In no event may you contribute to your IRA for the taxable year in
  which you attain age 70 1/2 and thereafter (except for rollover
  contributions).  The minimum additional payment which may be made is
  [$1,000.00].]

GA-IA-1043-01/98                       3A/1
<PAGE>
<PAGE>
                              THE SCHEDULE
             PAYMENT AND INVESTMENT INFORMATION(continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
| Annuitant's Issue Age    Annuitant's Sex        Owner's Issue Age     |
| [55]                     [MALE]                 [35]                  |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
| Contract Date            Issue Date             Residence Status      |
| [JANUARY 1, 1998]        [JANUARY 1, 1998]      [DELAWARE]            |
|                                                                       |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

ACCUMULATION VALUE ALLOCATION RULES

  The maximum number of Divisions in which you may be invested at any
  one time is [ sixteen].  You are allowed unlimited allocation changes
  per Contract Year without charge.  We reserve the right to impose a
  charge for any allocation change in excess of [twelve] per Contract
  Year.  The Excess Allocation Charge is shown in the Schedule.
  Allocations into and out of the Guaranteed Interest Divisions are
  subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

  You may request allocation changes by telephone during our telephone
  request business hours.  You may call our Customer Service Center at
  1-800-366-0066 to make allocation changes by using the personal
  identification number you will receive.  You may also mail any notice
  or request for allocation changes to our Customer Service Center at
  the address shown on the cover page.







GA-IA-1043-01/98                       3A/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                     THE VARIABLE SEPARATE ACCOUNTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

  Separate Account B (the "Account") is a unit investment trust Separate
  Account, organized in and governed by the laws of the State of
  Delaware, our state of domicile. The Account is divided into
  Divisions.  Each Division listed below invests in shares of the mutual
  fund portfolio (the "Series") designated.  Each portfolio is a part of
  The GCG Trust managed by Directed Services, Inc.


          SERIES                       SERIES
          ------                       ------
          [Multiple Allocation         Real Estate
          Fully Managed                Hard Assets
          Value Equity                 Limited Maturity Bond
          Small Cap                    Liquid Asset
          Capital Appreciation         Strategic Equity
          Rising Dividends             Managed Global
          All-Growth                   Research
          Mid-Cap Growth               Value + Growth
          Total Return                 Global Fixed Income
          Growth & Income              Growth Opportunities
          Emerging Markets             Developing World]




GA-IA-1043-01/98                       3B
<PAGE>
<PAGE>
                              THE SCHEDULE
                           THE GENERAL ACCOUNT
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

GENERAL ACCOUNT

  [Guaranteed Interest Division
  A Guaranteed Interest Division provides an annual minimum interest
  rate of 3%.  At our sole discretion, we may periodically declare
  higher interest rates for specific Guarantee Periods.  Such rates will
  apply to periods following the date of declaration.  Any declaration
  will be by class and will be based on our future expectations.

  Limitations of Allocations
  We reserve the right to restrict allocations into and out of the
  General Account.  Such limits may be  dollar restrictions on
  allocations into the General Account or we may restrict reallocations
  into the General Account.

  Guarantee Periods
  Each allocation to a Guaranteed Interest Division will be guaranteed
  an interest rate for the entire Initial Guarantee Period elected.  We
  currently offer Initial Guarantee Periods of one, two, three, five,
  seven and ten years.  The Initial Guarantee Period starts on the day
  an allocation is made to a Guaranteed Interest Division and ends on
  the last day of the calendar month following one, two, three, five,
  seven or ten year(s) as appropriate, the Maturity Date.

  At the end of a Guarantee Period, you may transfer the Accumulation
  Value in such Guarantee Period to the Variable Separate Account
  Divisions or to a Guarantee Period we then offer.  If we do not
  receive notification by the Maturity Date, your Accumulation Value
  in the maturing Guarantee Period will automatically be transferred
  to a one-year Guarantee Period.  Upon such automatic transfer you
  will have thirty days to reallocate any of your Accumulation Value
  to the Divisions.

  Deduction for Charges
  We do not deduct the Mortality and Expense Risk Charge and the Asset-
  Based Administrative Charge with respect to the amount of the
  Accumulation Value allocated to a Guaranteed Interest Division while
  such Accumulation Value remains allocated to a Guaranteed Interest
  Division.

  Transfers from a Guaranteed Interest Division
  On a Maturity Date, 100% of the Accumulation Value in the maturing
  Guarantee Period may be transferred.

  We currently require that an amount allocated to a Guarantee Period
  not be transferred until the Maturity Date, except pursuant to our
  published rules.  We reserve the right not to allow amounts previously
  transferred from a Guaranteed Interest Division to the Variable
  Separate Account Divisions to be transferred back to the Guaranteed
  Interest Division for a period of at least six months from the date of
  transfer.  We reserve the right to reduce the amount otherwise
  available for transfer from a Guaranteed Interest Division by any
  amounts previously withdrawn from that Guaranteed Interest Division.]


GA-IA-1043-01/98                       3C
<PAGE>
<PAGE>
                              THE SCHEDULE
                             CONTRACT FACTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------
CONTRACT FACTS

  Contract Processing Date
  The Contract Processing Date for your Contract is [January 1] of each
  year.

  Specially Designated Divisions
  When a distribution is made from an investment portfolio underlying a
  Separate Account Division in which reinvestment is not available, we
  will allocate the amount of the distribution to the [Liquid Asset
  Division] unless you specify otherwise.

PARTIAL WITHDRAWALS

  The maximum amount that can be withdrawn each Contract Year without
  being considered an Excess Partial Withdrawal is described below.  We
  will collect a Surrender Charge for Excess Partial Withdrawals and a
  charge for any unrecovered Premium Tax.  In no event may a Partial
  Withdrawal exceed 90% of the Cash Surrender Value.  After a Partial
  Withdrawal, the remaining Accumulation Value must be at least $100 to
  keep the Contract in force.

  Maximum Partial Withdrawal not considered to be an Excess Partial
  Withdrawal
  The maximum amount that can be taken as a Partial Withdrawal each
  Contract Year without being considered an Excess Partial Withdrawal is
  the greater of the following:
    (1)  Earnings, less previous withdrawals not considered to be Excess
         Partial Withdrawals, but not less than zero.  Earnings are equal
         to the Accumulation Value, less Premium Payments, plus prior
         withdrawals.
    (2)  The Free Amount, equal to:  a) 10% of Premium Payments not
         previously withdrawn, which were received within seven years
         prior to the date of withdrawal; less  b) any withdrawals that
         are made in the same Contract Year, which are not considered to
         be Excess Partial Withdrawals.
  Withdrawals of Premium Payments are considered to be Excess Partial
  Withdrawals.

  Conventional Partial Withdrawals

  Minimum Withdrawal Amount:         [$100.00]

  Systematic Partial Withdrawals
  Systematic Partial Withdrawals may be elected to commence after 28
  days from the Contract Issue Date and may be taken on a monthly,
  quarterly or annual basis.  You select the day withdrawals will be
  made, but no later than the 28th day of the month.  If you do not
  elect a day, the Contract Date will be used.

  Minimum Withdrawal Amount:         [$100.00]
  Maximum Withdrawal Amount:

     Variable Separate Account     0.833% of Premium Payments
       Divisions:                  monthly, 2.50% of Premium Payments
                                   quarterly or 10% of Premium Payments
                                   annual frequency.

     Guaranteed Interest           Interest earned on a Guaranteed
       Divisions:                  Interest Division for the prior
                                   month, quarter or year (depending
                                   on the frequency selected).

GA-IA-1043-01/98                       3D/1
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------


  [IRA Partial Withdrawals for Qualified Plans Only
  IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
  basis.  A minimum withdrawal of $100.00 is required.  You select the
  day the withdrawals will be made, but no later than the 28th day of
  the month.  If you do not elect a day, the Contract Date will be used.
  Systematic Partial Withdrawals and Conventional Partial Withdrawals are
  not allowed when IRA Partial Withdrawals are being taken.]

DEATH BENEFITS
  [IF DEATHBEN = "1":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "2":  The Death Benefit is the greatest of (i) the
  Accumulation Value, (ii) the Guaranteed Death Benefit, (iii) the Cash
  Surrender Value, and (iv) the sum of premiums paid, less any Partial
  Withdrawals.
  IF DEATHBEN = "3":  The Death Benefit is the greatest of (i) the Cash
  Surrender Value, (ii) the Accumulation Value, (iii) the sum of the
  premiums paid, less any Partial Withdrawals.]

  Guaranteed Death Benefit
  On the Contract Date, the Guaranteed Death Benefit is the initial
  premium.  On subsequent Valuation Dates, the Guaranteed Death Benefit
  is calculated as follows:

  [IF DEATHBEN = "1":  Option 1:
                       --------
    (1)  Start with the Guaranteed Death Benefit from the prior
         Valuation Date;
    (2)  Calculate interest on (1) for the current Valuation Period at
         the Guaranteed Death Benefit Interest Rate;
    (3)  Add (1) and (2);
    (4)  Add any additional premiums paid during the current Valuation
         Period to (3);
    (5)  Subtract Partial Withdrawals made during the current Valuation
         Period from (4).

  Each accumulated initial or additional Premium Payment, reduced by any
  Partial Withdrawals (including any Surrender Charge incurred)
  allocated to such premium, will continue to grow at the Guaranteed
  Death Benefit Interest Rate.  [IF DEATHBEN = "1" AND % RATE = "7":
  In any event, the Guaranteed Death Benefit will not exceed the Maximum
  Guaranteed Death Benefit.]

  The Guaranteed Death Benefit is accumulated at a rate of [3, 4, 5 or
  7%] compounded annually, except:
    (1)  Amounts in the Liquid Asset Division are accumulated at the net
         rate of return for the Liquid Asset Division during the current
         Valuation Period if less than [3, 4, 5, or 7%]; and
    (2)  Amounts in the Limited Maturity Bond Division are accumulated
         at the net rate of return for the Limited Maturity Bond Division
         during the current Valuation Period if less than [3, 4, 5 or 7%];
         and
    (3)  Amounts in a Guaranteed Interest Division of the General Account
         are accumulated at the interest rate being credited to such
         Guaranteed Interest Division during the current Valuation Period
         if less than [3, 4, 5 or 7%].

GA-IA-1043-01/98                       3D/2
<PAGE>
<PAGE>
                              THE SCHEDULE
                            CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

  [IF DEATHBEN = "1" AND % RATE = "7"
  Maximum Guaranteed Death Benefit
  The Maximum Guaranteed Death Benefit is initially equal to two times
  the initial or additional premium paid.  Thereafter, the Maximum
  Guaranteed Death Benefit as of the effective date of a Partial
  Withdrawal is reduced first by the amount of any Partial Withdrawal
  representing earnings and second in proportion to the reduction in
  Accumulation Value for any Partial Withdrawal representing premium (in
  each case, including any Surrender Charge incurred).  If withdrawals
  do not exceed 7% of premium paid in a Contract Year, and did not
  exceed 7% of premiums paid in any Contract Year, reductions in the
  Maximum Guaranteed Death Benefit will be treated as withdrawals of
  earnings.  Once withdrawals exceed 7% in any Contract Year,
  withdrawals will be treated as proportional in relation to the
  amount of Accumulation Value for any Partial Withdrawals
  ( including any Surrender Charge incurred.)]
  [IF DEATHBEN = "2":  Option 2:
                       --------
    (1)  Start with Guaranteed Death Benefit from the prior
         Valuation Date;
    (2)  Add to (1) any additional premium paid since the prior
         Valuation Date and subtract from (1) any Partial Withdrawals
         taken prior to the Valuation Date;
    (3)  On Valuation Date that occurs on or prior to the Owner's
         attained age [70], which is also a Contract Anniversary, we
         set the Guaranteed Death Benefit equal to the greater of
         (2) or the Accumulation Value as of such date.
  On all other Valuation Dates, the Guaranteed Death Benefit is equal to(2)]
  [IF DEATHBEN = "3":  Option 3:
                       --------
    (1)  Start with the Guaranteed Death Benefit from the prior
         Valuation Date;
    (2)  Add any additional premiums paid during the current
         Valuation Period;
    (3)  Subtract any Partial Withdrawals made during the current
         Valuation Period from (2).]

CHANGE OF OWNER
  A change of Owner will result in recalculation of the death benefit
  and Guaranteed Death Benefit.  As of the date of change, we will use
  the Accumulation Value of the Contract, for the purpose of such
  recalculation only, as the initial premium to determine a new
  Guaranteed Death Benefit for this Contract.  The new Owner's age at
  the time of the change will be used as the basis for this
  calculation.  The new Owner's death will determine when a death
  benefit is payable.

  [IF DEATHBEN = "1":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value, and the sum of the premiums paid, less any Partial
  Withdrawals.

  IF DEATHBEN = "2":  If the new Owner's age is less than or equal to
  [70], the Guaranteed Death Benefit Option in effect prior to the
  change of Owner will remain in effect.  If the new Owner's age is
  greater than [70], the Guaranteed Death Benefit will be zero and the
  Death Benefit will be the greater of the Cash Surrender Value, the
  Accumulation Value and the sum of the premiums paid, less any Partial
  Withdrawals.

  IF DEATHBEN = "3":  The Guaranteed Death Benefit Option after the
  change of Owner will remain the same as before the change.]

GA-IA-1043-01/98                       3D/3
<PAGE>
<PAGE>
                              THE SCHEDULE
                       CONTRACT FACTS (continued)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

CHOOSING AN INCOME PLAN

  Required Date of Annuity Commencement
  [Distributions from a Contract funding a qualified plan must commence
  no later than [April 1st] of the calendar year following the calendar
  year in which the Owner attains age 70 1/2.]

  The Annuity Commencement Date is required to be the same date as the
  Contract Processing Date in the month following the Annuitant's [90th]
  birthday.  If, on the Annuity Commencement Date, a Surrender Charge
  remains, your elected  Annuity Option must include a period certain of
  at least five years  duration.  In applying the Accumulation Value,
  we may first collect any Premium Taxes due us.

  Minimum Annuity Income Payment
  The minimum monthly annuity income payment that we will make is [$20].

  Optional Benefit Riders - [None.]

ATTAINED AGE

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

DEDUCTIONS FROM PREMIUMS

       [None.]

DEDUCTIONS FROM ACCUMULATION VALUE

  Initial Administrative Charge
       [None.]

  Administrative Charge
  We charge [a maximum of $30 or 2% of Accumulation Value] to cover a
  portion of our ongoing administrative expense for each Contract
  Processing Period.  The charge is incurred at the beginning of the
  Contract Processing Period and deducted on the Contract Processing
  Date at the end of the period.

  Excess Allocation Charge
  Currently none, however, we reserve the right to charge [$25] for a
  change if you make more than [twelve] allocation changes per Contract
  Year.  Any charge will be deducted in proportion to the amount being
  transferred from each Division.
xxx
GA-IA-1043-01/98                       3D/4
<PAGE>
<PAGE>

                              THE SCHEDULE
                            CHARGES AND FEES
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------

  Surrender Charge
  A Surrender Charge is imposed as a percentage of premium if the
  Contract is surrendered or an Excess Partial Withdrawal is taken.
  The percentage imposed at time of surrender or Excess Partial Withdrawal
  depends on the number of complete years that have elapsed since a Premium
  Payment was made. The Surrender charge expressed as a percentage of each
  Premium Payment is as follows:

           Complete Years Elapsed        Surrender
           Since Premium Payment          Charges
           ----------------------        ---------

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


  For the purpose of calculating the Surrender Charge for an Excess
  Partial Withdrawal:  a) we treat premiums as being withdrawn on a
  first-in, first-out basis; and b) amounts withdrawn which are not
  considered an Excess Partial Withdrawal are not considered a
  withdrawal of any Premium Payments.

  [Premium Taxes
  We deduct the amount of any premium or other state and local taxes
  levied by any state or governmental entity when such taxes are
  incurred.

  We reserve the right to defer collection of Premium Taxes until
  surrender or until application of Accumulation Value to an Annuity
  Option. We reserve the right to change the amount we charge for
  Premium Tax charges on future Premium Payments to conform with changes
  in the law or if the Owner changes state of residence.]

  Deductions from the Divisions
  Mortality and Expense Risk Charge - We deduct up to a maximum of [IF
  ---------------------------------
  DEATHBEN = "1": [.002201%], [.002283%], [.002339%], [.002753%] IF
  DEATHBEN = "2": [.002339%]   IF DEATHBEN = "3": [.002063%]] of the
  assets in each Variable Separate Account Division on a daily basis
  (equivalent to an annual rate up to a maximum rate of [IF DEATHBEN =
  "1": [.80%], [.83%], [.85%], [1.00%] IF DEATHBEN = "2": [.85%]   IF
  DEATHBEN = "3": [.75%]) for mortality and expense risks.  This charge
  is not deducted from the Fixed Account or General Account values.

  Asset Based Administrative Charge - We deduct up to a maximum of
  ---------------------------------
  [0.000411%] of the assets in each Variable Separate Account Division
  on a daily basis (equivalent to an annual rate up to a maximum of
  [0.15%]) to compensate us for a portion of our ongoing administrative
  expenses.  This charge is not deducted from the Fixed Account or
  General Account values.

CHARGE DEDUCTION DIVISION

  All charges against the Accumulation Value in this Contract will be
  deducted from the [Liquid Asset Division].

GA-IA-1043-01/98                       3E/1
<PAGE>
<PAGE>

                             THE SCHEDULE
                           INCOME PLAN FACTORS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
|  Annuitant                                      Owner                 |
|  [THOMAS J. DOE]                                [JOHN Q. DOE]         |
|                                                                       |
- -------------------------------------------------------------------------
|  Initial Premium         Annuity Option         Annuity Commencement  |
|                                                 Date                  |
|  [$25,000]               [LIFE 10-YEAR          [JANUARY 1, 2028]     |
|                          CERTAIN]                                     |
- -------------------------------------------------------------------------
|  Separate Account(s)                            Contract Number       |
|  [SEPARATE ACCOUNT B]                           [123456]              |
- -------------------------------------------------------------------------


  Values for other payment periods, ages or joint life combinations are
  available on request.  Monthly payments are shown for each $1,000
  applied.

                   TABLE FOR INCOME FOR A FIXED PERIOD

 Fixed                   Fixed                   Fixed
 Period      Monthly     Period      Monthly     Period      Monthly
of Years     Income     of Years     Income     of Years     Income
- --------     -------    --------     -------    --------     -------

   [5        17.95         14         7.28         23         5.00
    6        15.18         15         6.89         24         4.85
    7        13.20         16         6.54         25         4.72
    8        11.71         17         6.24         26         4.60
    9        10.56         18         5.98         27         4.49
   10         9.64         19         5.74         28         4.38
   11         8.88         20         5.53         29         4.28
   12         8.26         21         5.33         30         4.19]
   13         7.73         22         5.16



                        TABLE FOR INCOME FOR LIFE

                Male/Female         Male/Female         Male/Female
                 10 Years            20 Years             Refund
  Age             Certain             Certain             Certain
  ---           -----------         -----------         -----------

  [50           $4.06/3.83          $3.96/3.77          $3.93/3.75
   55            4.43/4.14           4.25/4.05           4.25/4.03
   60            4.90/4.56           4.57/4.37           4.66/4.40
   65            5.51/5.10           4.90/4.73           5.12/4.83
   70            6.26/5.81           5.18/5.07           5.76/5.42
   75            7.11/6.70           5.38/5.33           6.58/6.19
   80            7.99/7.70           5.48/5.46           7.69/7.21
   85            8.72/8.59           5.52/5.51           8.72/8.59
   90            9.23/9.18           5.53/5.53          10.63/10.53
                                                             ]

GA-IA-1043-01/98                       3F
<PAGE>
<PAGE>

                             IMPORTANT TERMS
- -------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Contract provides for investment
  at any time.  Initially, this amount is equal to the premium paid.

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

ANNUITY COMMENCEMENT DATE - For each Contract, the date on which Annuity
  Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and
  amount of annuity payments.

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

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

BENEFICIARY - The person designated to receive benefits in the case of
  the death of the Owner.

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

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of
  the Contract.

CHARGE DEDUCTION DIVISION - The Division from which all charges are
  deducted if so designated or elected by the Owner.

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

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

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

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

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

CONTRACT PROCESSING PERIOD - The period between successive Contract
  Processing Dates unless it is the first Contract Processing Period.
  In that case, it is the period from the Contract Date to the first
  Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.


GA-IA-1043-01/98                       4
<PAGE>
<PAGE>

                       IMPORTANT TERMS (continued)
- -------------------------------------------------------------------------

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

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed
  to be credited to a Guaranteed Interest Division.

GUARANTEED DEATH BENEFIT INTEREST RATE - The annual rate at which the
  Guaranteed Death Benefit is calculated.

GUARANTEED INTEREST DIVISION - An investment option available in the
  General Account, an account which contains all of our assets other
  than those held in our Variable Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we
  will credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
  declared by us for allocations to a Guaranteed Interest Division.

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

INITIAL PREMIUM - The payment amount required to put each Contract in
  effect.

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

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

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

RIDERS - Riders add provisions or change the terms of the Contract.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying
  a Division in which reinvestment is not available will be allocated to
  this Division unless you specify otherwise.

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

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

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in
  the Variable Separate Account shown on the Schedule.

GA-IA-1043-01/98                       5
<PAGE>
<PAGE>
                      INTRODUCTION TO THIS CONTRACT
- -------------------------------------------------------------------------
THE CONTRACT

  This is a legal contract between you and us.  We provide benefits as
  stated in this Contract.  In return, you supply us with the Initial
  Premium Payment required to put this Contract in effect.

  This Contract, together with any Riders or Endorsements, constitutes
  the entire Contract.  Riders and Endorsements add provisions or change
  the terms of the basic Contract.

THE OWNER

  You are the Owner of this Contract.  You are also the Annuitant unless
  another Annuitant has been named by you and is shown in the Schedule.
  You have the rights and options described in this Contract, including
  but not limited to the right to receive the Annuity Benefits on the
  Annuity Commencement Date.

  One or more people may own this Contract.  If there are multiple
  Owners named, the age of the  oldest Owner will be used to determine
  the applicable death benefit. In the case of a sole Owner who dies
  prior to the Annuity Commencement Date, we will pay the Beneficiary
  the death benefit then due.  If the sole Owner is not an individual,
  we will treat the Annuitant as Owner for the purpose of determining
  when the Owner dies under the death benefit provision (if there is
  no Contingent Annuitant), and the Annuitant's age will determine the
  applicable death benefit payable to the Beneficiary.  The sole Owner's
  estate will be the Beneficiary if no Beneficiary designation is in effect,
  or if the designated Beneficiary has predeceased the Owner.  In the case
  of a joint Owner of the Contract dying prior to the Annuity Commencement
  Date, the surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

  The Annuitant is the measuring life of the Annuity Benefits provided
  under this Contract.  You may name a Contingent Annuitant.  The
  Annuitant may not be changed during the Annuitant's lifetime.

  If the Annuitant dies before the Annuity Commencement Date, the
  Contingent Annuitant becomes the Annuitant.  You will be the
  Contingent Annuitant unless you name someone else.  The Annuitant must
  be a natural person.  If the Annuitant dies and no Contingent
  Annuitant has been named, we will allow you sixty days to designate
  someone other than yourself as an Annuitant.  If all Owners are not
  individuals and, through the operation of this provision, an Owner
  becomes Annuitant, we will pay the death proceeds to the Beneficiary.
  If there are joint Owners, we will treat the youngest of the Owners as
  the Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

  The Beneficiary is the person to whom we pay death proceeds if any
  Owner dies prior to the Annuity Commencement Date.  See Proceeds
  Payable to the Beneficiary for more information.  We pay death
  proceeds to the primary Beneficiary (unless there are joint Owners in
  which case the death benefit proceeds are payable to the surviving
  Owner).  If the primary Beneficiary dies before the Owner, the death
  proceeds are paid to the Contingent Beneficiary, if any.  If there is
  no surviving Beneficiary, we pay the death proceeds to the Owner's
  estate.

GA-IA-1043-01/98                       6
<PAGE>
<PAGE>
                INTRODUCTION TO THIS CONTRACT (continued)
- -------------------------------------------------------------------------
  One or more persons may be named as primary Beneficiary or contingent
  Beneficiary.  In the case of more than one Beneficiary, we will assume
  any death proceeds are to be paid in equal shares to the surviving
  Beneficiaries.  You can specify other than equal shares.

  You have the right to change Beneficiaries, unless you designate the
  primary Beneficiary irrevocable.  When an irrevocable Beneficiary has
  been designated, you and the irrevocable Beneficiary may have to act
  together to exercise the rights and options under this Contract.

CHANGE OF OWNER OR BENEFICIARY

  During your lifetime and while this Contract is in effect you can
  transfer ownership of this Contract or change the Beneficiary.
  To make any of these changes, you must send us written notice of
  the change in a form satisfactory to us. The change will take effect
  as of the day the notice is signed.  The change will not affect any
  payment made or action taken by us before recording the change at our
  Customer Service Center.  A Change of Owner may affect the amount of
  death benefit payable under this Contract.  See Proceeds Payable to
  Beneficiary.

GA-IA-1043-01/98                       7
<PAGE>
<PAGE>
                 PREMIUM PAYMENTS AND ALLOCATION CHARGES
- -------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT

  The Initial Premium Payment is required to put this Contract in
  effect.  The amount of the Initial Premium Payment is shown in the
  Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

  You may make additional Premium Payments under this Contract after the
  end of the Right to Examine period.  Restrictions on additional
  Premium Payments, such as the Attained Age of the Annuitant or Owner
  and the timing and amount of each payment, are shown in the Schedule.
  We reserve the right to defer acceptance of or to return any
  additional Premium Payments.

  As of the date we receive and accept your additional Premium Payment:

  (1) The Accumulation Value will increase by the amount of the
      Premium Payment less any premium deductions as shown in the
      Schedule.
  (2) The increase in the Accumulation Value will be allocated among
      the Divisions of the Variable Separate Account and General Account
      in accordance with your instructions.  If you do not provide such
      instructions, allocation will be among the Divisions of the
      Variable Separate Account and General Account in proportion to the
      amount of Accumulation Value in each Division.

  Where to Make Payments
  Remit the Premium Payments to our Customer Service Center at the address
  shown on the cover page.  On request we will give you a receipt signed
  by our treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

  You may change the allocation of the Accumulation Value among the
  Divisions after the end of the Right to Examine period.  The number
  of free allocation changes each year that we will allow is shown in
  the Schedule.  To make an allocation change, you must provide us with
  satisfactory notice at our Customer Service Center.  The change will
  take effect when we receive the notice.  Restrictions for reallocation
  into and out of Divisions of the Variable Separate Account and General
  Account are shown in the Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

  When a distribution is made from an investment portfolio supporting a
  unit investment trust Separate Account Division in which reinvestment
  is not available, we will allocate the distribution to the Specially
  Designated Division shown in the Schedule unless you specify
  otherwise.

  Such a distribution may occur when an investment portfolio or Division
  matures, when distribution from a portfolio or Division cannot be
  reinvested in the portfolio or Division due to the unavailability of
  securities, or for other reasons.  When this occurs because of
  maturity, we will send written notice to you thirty days in advance of
  such date.  To elect an allocation to other than the Specially
  Designated Division shown in the Schedule, you must provide
  satisfactory notice to us at least seven days prior to the date the
  investment matures.  Such allocations will not be counted as an
  allocation change of the Accumulation Value for purposes of the number
  of free allocations permitted.

GA-IA-1043-01/98                       8
<PAGE>
<PAGE>

            HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
- -------------------------------------------------------------------------
  The variable Annuity Benefits under this Contract are provided through
  investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

  These accounts, which are designated in the Schedule, are kept
  separate from our General Account and any other Separate Accounts we
  may have.  They are used to support Variable Annuity Contracts and may
  be used for other purposes permitted by applicable laws and
  regulations.  We own the assets in the Separate Accounts.  Assets
  equal to the reserves and other liabilities of the accounts will not
  be charged with liabilities that arise from any other business we
  conduct; but, we may transfer to our General Account assets which
  exceed the reserves and other liabilities of the Variable Separate
  Accounts.  Income and realized and unrealized gains or losses from
  assets in these Variable Separate Accounts are credited to or charged
  against the account without regard to other income, gains or losses in
  our other investment accounts.

  The Variable Separate Account will invest in mutual funds, unit
  investment trusts and other investment portfolios which we determine
  to be suitable for this Contract's purposes.  The Variable Separate
  Account is treated as a unit investment trust under Federal securities
  laws.  It is registered with the Securities and Exchange Commission
  ("SEC") under the Investment Company Act of 1940.  The Variable
  Separate Account is also governed by state law as designated in the
  Schedule.  The trusts may offer non-registered series.

  Variable Separate Account Divisions
  A unit investment trust Separate Account includes Divisions, each
  investing in a designated investment portfolio.  The Divisions and the
  investment portfolios designated may be managed by a separate
  investment adviser.  Such adviser may be registered under the
  Investment Advisers Act of 1940.

  Changes within the Variable Separate Accounts
  We may, from time to time, make additional Variable Separate Account
  Divisions available to you.  These Divisions will invest in investment
  portfolios we find suitable for this Contract.  We also have the right
  to eliminate Divisions from a Variable Separate Account, to combine
  two or more Divisions or to substitute a new portfolio for the
  portfolio in which a Division invests.  A substitution may become
  necessary if, in our judgment, a portfolio or Division no longer suits
  the purpose of this Contract.  This may happen due to a change in laws
  or regulations, or a change in a portfolio's investment objectives or
  restrictions, or because the portfolio or Division is no longer
  available for investment, or for some other reason.  We may get prior
  approval from the insurance department of our state of domicile before
  making such a substitution.  We will also get any required approval
  from the SEC and any other required approvals before making such a
  substitution.

  Subject to any required regulatory approvals, we reserve the right to
  transfer assets of the Variable Separate Account which we determine to
  be associated with the class of contracts to which this Contract
  belongs, to another Variable Separate Account or Division.

  When permitted by law, we reserve the right to:

     (1)  deregister a Variable Separate Account under the Investment
          Company Act of 1940;
     (2)  operate a Variable Separate Account as a management company
          under the Investment Company Act of 1940, if it is operating as
          a unit investment trust;
     (3)  operate a Variable Separate Account as a unit investment
          trust under the Investment Company Act of 1940, if it is
          operating as a managed Variable Separate Account;
     (4)  restrict or eliminate any voting rights of Owners, or other
          persons who have voting rights to a Variable Separate Account;
          and
     (5)  combine a Variable Separate Account with other Variable
          Separate Accounts.

GA-IA-1043-01/98                        9
<PAGE>
<PAGE>

      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------
THE GENERAL ACCOUNT

  The General Account contains all assets of the Company other than
  those in the Separate Accounts we establish.  The Guaranteed Interest
  Divisions available for investment are shown in the Schedule.  We may,
  from time to time, offer other Divisions where assets are held in our
  General Account.

VALUATION PERIOD

  Each Division will be valued at the end of each Valuation Period on a
  Valuation Date.  A Valuation Period is each Business Day together with
  any non-Business Days before it.  A Business Day is any day the New
  York Stock Exchange (NYSE) is open for trading, and the SEC requires
  mutual funds, unit investment trusts, or other investment portfolios
  to value their securities.

ACCUMULATION VALUE

  The Accumulation Value of this Contract is the sum of the amounts in
  each of the Divisions of the Variable Separate Account and General
  Account.  You select the Divisions of the Variable Separate Account
  and General Account to which to allocate the Accumulation Value.  The
  maximum number of Divisions to which the Accumulation Value may be
  allocated at any one time is shown in the Schedule.

ACCUMULATION VALUE IN EACH DIVISION

  On the Contract Date
  On the Contract Date, the Accumulation Value is allocated to each
  Division as elected by you, subject to certain terms and conditions
  imposed by us.  We reserve the right to allocate premium to the
  Specially Designated Division during any Right to Examine Contract
  Period.  After such time, allocation will be made proportionately in
  accordance with the initial allocation(s) as elected by you.

  On each Valuation Date
  At the end of each subsequent Valuation Period, the amount of
  Accumulation Value in each Division 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 Variable Separate Account Division's
           Net Rate of Return for the current Valuation Period or we
           calculate interest to be credited to a Guaranteed Interest
           Division for the current Valuation Period.
       (3) We add (1) and (2).
       (4) We add to (3) any additional Premium Payments (less any
           premium deductions as shown in the Schedule) allocated to the
           Division 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 which are
           allocated to the Division during the current Valuation
           Period.
       (7) We subtract from (6) the amounts allocated to that
           Division for:
           (a) any charges due for the Optional Benefit Riders as
               shown in the Schedule;
           (b) any deductions from Accumulation Value as shown in the
               Schedule.

  All amounts in (7) are allocated to each Division in the proportion
  that (6) bears to the Accumulation Value unless the Charge Deduction
  Division has been specified (see the Schedule).

GA-IA-1043-01/98                       10
<PAGE>
<PAGE>
      HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- -------------------------------------------------------------------------

MEASUREMENT OF INVESTMENT EXPERIENCE

  Index of Investment Experience
  The Investment Experience of a Variable Separate Account Division is
  determined on each Valuation Date.  We use an Index to measure changes
  in each Division's experience during a Valuation Period.  We set the
  Index at $10 when the first investments in a Division are made.  The
  Index for a current Valuation Period equals the Index for the
  preceding Valuation Period multiplied by the Experience Factor for the
  current Valuation Period.

  How We Determine the Experience Factor
  For Divisions of a unit investment trust Separate Account the
  Experience Factor reflects the Investment Experience of the portfolio
  in which the Division invests as well as the charges assessed against
  the Division for a Valuation Period.  The factor is calculated as
  follows:
     (1) We take the net asset value of the portfolio in which the
         Division invests at the end of the current Valuation Period.
     (2) We add to (1) the amount of any dividend or capital gains
         distribution declared for the investment portfolio and reinvested
         in such portfolio during the current Valuation Period.  We
         subtract from that amount a charge for our taxes, if any.
     (3) We divide (2) by the net asset value of the portfolio at the
         end of the preceding Valuation Period.
     (4) We subtract the daily Mortality and Expense Risk Charge for
         each Division shown in the Schedule for each day in the Valuation
         Period.
     (5) We subtract the daily Asset Based Administrative Charge
         shown in the Schedule for each day in the Valuation Period.

  Calculations for Divisions investing in unit investment trusts are on
  a per unit basis.

  Net Rate of Return for a Variable Separate Account Division
  The Net Rate of Return for a Variable Separate Account Division during
  a Valuation Period is the Experience Factor for that Valuation Period
  minus one.

  Interest Credited to a Guaranteed Interest Division
  Accumulation Value allocated to a Guaranteed Interest Division will be
  credited with the Guaranteed Interest Rate for the Guarantee Period in
  effect on the date the premium or reallocation is applied.  Once
  applied, such rate will be guaranteed until the Maturity Date of that
  Guarantee Period.  Interest will be credited daily at a rate to yield
  the declared annual effective Guaranteed Interest Rate.  No Guaranteed
  Interest Rate will be less than the Minimum Interest Rate shown in the
  Schedule.

CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

  Expense charges and fees are shown in the Schedule.

  Charge Deduction Division Option
  We will deduct all charges against the Accumulation Value of this
  Contract from the Charge Deduction Division if you elected this option
  on the application (see the Schedule).  If you did not elect this
  Option or if the charges are greater than the amount in the Charge
  Deduction Division, the charges against the Accumulation Value will
  be deducted as follows:

     (1) If these charges are less than the Accumulation Value in the
         Variable Separate Account Divisions, they will be deducted
         proportionately from all Divisions.
     (2) If these charges exceed the Accumulation Value in the
         Variable Separate Account Divisions, any excess over such value
         will be deducted proportionately from Guaranteed Interest
         Divisions.

  Any charges taken from the General Account will be taken from the
  Guaranteed Interest Divisions starting with the Guarantee Period
  nearest its Maturity Date until such charges have been paid.  At
  any time while this Contract is in effect, you may change your
  election of this Option. To do this you must send us a written request
  to our Customer Service Center. Any change will take effect within seven
  days of the date we receive your request.


GA-IA-1043-01/98                       11
<PAGE>
<PAGE>

                         YOUR CONTRACT BENEFITS
- -------------------------------------------------------------------------
  While this Contract is in effect, there are important rights and
  benefits that are available to you.  We discuss these rights and
  benefits in this section.

CASH VALUE BENEFIT

  Cash Surrender Value
  The Cash Surrender Value, while the Annuitant is living and before the
  Annuity Commencement Date, is determined as follows:
     (1)  We take the Contract's Accumulation Value;
     (2)  We deduct any Surrender Charge;
     (3)  We deduct any charges shown in the Schedule that have been
          incurred but not yet deducted, including;
         (a) any administrative fee that has not yet been deducted;
         (b) the pro rata part of any charges for Optional Benefit
             Riders; and
         (c) any applicable premium or other tax.

  Cancelling to Receive the Cash Surrender Value
  At any time while the Annuitant is living and before the Annuity
  Commencement Date, you may surrender this Contract to us.  To do this,
  you must return this Contract with a signed request for cancellation
  to our Customer Service Center.

  The Cash Surrender Value will vary daily.  We will determine the Cash
  Surrender Value as of the date we receive the Contract and your signed
  request in our Customer Service Center.  All benefits under this
  Contract will then end.

  We will usually pay the Cash Surrender Value within seven days; but,
  we may delay payment as described in the Payments We May Defer
  provision.

PARTIAL WITHDRAWAL OPTION

  After the Contract Date, you may make Partial Withdrawals.  The
  minimum amount that may be withdrawn is shown in the Schedule.  For
  purposes of calculating any Surrender Charge, any Partial Withdrawal
  you take will not be considered premium, unless it is an Excess
  Partial Withdrawal.  To take a Partial Withdrawal, you must provide us
  satisfactory notice at our Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

  Prior to the Annuity Commencement Date
  If the sole Owner dies prior to the Annuity Commencement Date, we will
  pay the Beneficiary the death benefit.  If there are joint Owners and
  any Owner dies, we will pay the surviving Owners the death benefit.
  We will pay the amount on receipt of due proof of the Owner's death at
  our Customer Service Center.  Such amount may be received in a single
  lump sum or applied to any of the Annuity Options (see Choosing an
  Income Plan).  When the Owner (or all Owners where there are joint
  Owners) is not an individual, the death benefit will become payable on
  the death of the Annuitant prior to the Annuity Commencement Date
  (unless a Contingent Annuitant survived the Annuitant).  Only one
  death benefit is payable under this Contract.  In all events,
  distributions under the Contract must be made as required by
  applicable law.

  How to Claim Payments to Beneficiary
  We must receive proof of the Owner's (or the Annuitant's) death before
  we will make any payments to the Beneficiary.  We will calculate the
  death benefit as of the date we receive due proof of death.  The
  Beneficiary should contact our Customer Service Center for
  instructions.


GA-IA-1043-01/98                       12
<PAGE>
<PAGE>
                         CHOOSING AN INCOME PLAN
- -------------------------------------------------------------------------
ANNUITY BENEFITS

  If the Annuitant and Owner are living on the Annuity Commencement
  Date, we will begin making payments to the Owner.  We will make these
  payments under the Annuity Option (or Options) as chosen in the
  application or as subsequently selected.  You may choose or change an
  Annuity Option by making a written request at least 30 days prior to the
  Annuity Commencement Date.  Unless you have chosen otherwise, Option 2
  on a 10-year period certain basis will become effective.  The amounts
  of the payments will be determined by applying the Accumulation Value on
  the Annuity Commencement Date in accordance with the Annuity Options
  section below (see Payments We Defer).  Before we pay any Annuity
  Benefits, we require the return of this Contract.  If this Contract
  has been lost, we require the applicable lost Contract form.

ANNUITY COMMENCEMENT DATE SELECTION

  You select the Annuity Commencement Date.  You may select any date
  following the fifth Contract Anniversary but before the required date
  of Annuity Commencement as shown in the Schedule.  If you do not
  select a date, the Annuity Commencement Date will be in the month
  following the required date of Annuity Commencement.

FREQUENCY SELECTION

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

THE INCOME PLAN

  While this Contract is in effect and before the Annuity Commencement
  Date, you may chose one or more Annuity Options for the payment of
  death benefits proceeds.  If, at the time of the Owner's death, no
  Option has been chosen for paying the death benefit proceeds, the
  Beneficiary may choose an Option within one year.  You may also elect
  an Annuity Option on surrender of the Contract for its Cash Surrender
  Value.  For each Option we will issue a separate written agreement
  putting the Option into effect.

  Our approval is needed for any Option where:
     (1) the person named to receive payment is other than the Owner
         or Beneficiary; or
     (2) the person named is not a natural person, such as a
         corporation; or
     (3) any income payment would be less than the minimum annuity
         income payment shown in the Schedule.

THE ANNUITY OPTIONS

  There are four Options to choose from.  They are:

  Option 1.  Income for a Fixed Period
  Payment is made in equal installments for a fixed number of years.  We
  guarantee each monthly payment will be at least the Income for Fixed
  Period amount shown in the Schedule.  Values for annual, semiannual or
  quarterly payments are available on request.


GA-IA-1043-01/98                       13
<PAGE>
<PAGE>
                   CHOOSING AN INCOME PLAN (continued)
- -------------------------------------------------------------------------
  Option 2.  Income for Life
  Payment is made to the person named in equal monthly installments and
  guaranteed for at least a period certain.  The period certain can be
  10 or 20 years.  Other periods certain are available on request.  A
  refund certain may be chosen instead.  Under this arrangement, income
  is guaranteed until payments equal the amount applied.  If the person
  named lives beyond the Guarantee Period, payments continue until his
  or her death.

  We guarantee each payment will be at least the amount shown in the
  Schedule.  By age, we mean the named person's age on his or her last
  birthday before the Option's effective date.  Amounts for ages not
  shown are available on request.

  Option 3.  Joint Life Income
  This Option is available if there are two persons named to receive
  payments.  At least one of the persons named must be either the Owner
  of Beneficiary of this Contract.  Monthly payments are guaranteed and
  are made as long as at least one of the named persons is living.  The
  monthly payment amounts are available upon request.  Such amounts are
  guaranteed and will be calculated on the same basis as the Table for
  Income for Life, however, the amounts will be based on two lives.

  Option 4.  Annuity Plan
  An amount can be used to buy any single premium immediate annuity
  we choose to offer for the Option's effective date.

  The minimum rates for Option 1 are based on 3% interest, compounded
  annually.  The minimum rates for Options 2 and 3 are based on 3%
  interest, compounded annually, and the Annuity 2000 Mortality Table.
  We may pay a higher rate at our discretion.

PAYMENT WHEN NAMED PERSON DIES

  When the person named to receive payment dies, we will pay any amounts
  still due as provided by the Option agreement.  The amounts still due
  are determined as follows:
     (1)  For Option 1 or for any remaining guaranteed payments in
          Option 2, payments will be continued.
     (2)  For Option 3, no amounts are payable after both named
          persons have died.
     (3)  For Option 4, the annuity agreement will state the amount
          due, if any.


GA-IA-1043-01/98                       14
<PAGE>
<PAGE>
                       OTHER IMPORTANT INFORMATION
- -------------------------------------------------------------------------
SENDING NOTICE TO US

  Whenever written notice is required, send it to our Customer Service
  Center.  The address of our Customer Service Center is shown on the
  cover page. Please include your Contract number in all correspondence.

REPORTS TO OWNER

  We will send you a report at least once during each Contract Year.
  The report will show the Accumulation Value and the Cash Surrender
  Value as of the end of the Contract Processing Period.  The report
  will also show the allocation of the Accumulation Value as of such
  date and the amounts deducted from or added to the Accumulation Value
  since the last report.  The report will also include any information
  that may be currently required by the insurance supervisory official
  of the jurisdiction in which the Contract is delivered.

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

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

  You can assign this Contract as collateral security for a loan or
  other obligation.  This does not change the ownership.  Your rights
  and any Beneficiary's right are subject to the terms of the
  assignment.  To make or release an assignment, we must receive
  written notice satisfactory to us, at our Customer Service Center.
  We are not responsible for the validity of any assignment.

CHANGING THIS CONTRACT

  This Contract or any additional benefit riders may be changed to
  another annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

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

MISSTATEMENT OF AGE OR SEX

  If an age or sex has been misstated, the amounts payable or benefits
  provided by this Contract will be those that the Premium Payment made
  would have bought at the correct age or sex.

NON-PARTICIPATING

  This Contract does not participate in the divisible surplus of Golden
  American Life Insurance Company.

GA-IA-1043-01/98                       15
<PAGE>
<PAGE>

                 OTHER IMPORTANT INFORMATION (continued)
- -------------------------------------------------------------------------
PAYMENTS WE MAY DEFER

  We may not be able to determine the value of the assets of the
  Variable Separate Account Divisions because:
     (1)  The NYSE is closed for trading;
     (2)  the SEC determines that a state of emergency exists;
     (3)  an order or pronouncement of the SEC permits a delay for the
          protection of Owners; or
     (4)  the check used to pay the premium has not cleared through
          the banking system.  This may take up to 15 days.

  During such times, as to amounts allocated to the Divisions of the
  Variable Separate Account, we may delay;
     (1)  determination and payment of the Cash Surrender Value;
     (2)  determination and payment of any death benefit if death
          occurs before the Annuity Commencement Date;
     (3)  allocation changes of the Accumulation Value; or
     (4)  application of the Accumulation Value under an income plan.

  As to the amounts allocated to a Guaranteed Interest Division in the
  General Account, we may, at any time, defer payment of the Cash
  Surrender Value for up to six months after we receive a request for
  it.  We will allow interest of at least 3.00% a year on any Cash
  Surrender Value payment derived from the Guaranteed Interest
  Divisions that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

  All agreements made by us must be signed by one of our officers.  No
  other person, including an insurance agent or broker, can:
     (1)  change any of this Contract's terms;
     (2)  extend the time for Premium Payments; or
     (3)  make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

  We have filed a detailed statement of our computations with the
  insurance supervisory official in the jurisdiction where this Contract
  is delivered.  The values are not less than those required by the law
  of that state or jurisdiction.  Any benefit provided by an attached
  Optional Benefit Rider will not increase these values unless otherwise
  stated in that Rider.




GA-IA-1043-01/98                         16
<PAGE>
<PAGE>


















































DEFERRED VARIABLE ANNUITY CONTRACT - NO DIVIDENDS
- -------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date.  Death benefit subject to
guaranteed minimum.  Additional Premium Payment Option.  Partial
Withdrawal Option.  Non-participating.  Investment results reflected in
values.

<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 5(a)
GOLDEN AMERICAN
LIFE INSURANCE COMPANY                           DEFERRED VARIABLE ANNUITY
                                                   APPLICATION

Customer Service Center, PO Box 8794, WIlmington, DE 1899-8794
- ---------------------------------------------------------------------------
1. (a)  OWNER(S)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

1. (b)  JOINT OWNER
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

- ---------------------------------------------------------------------------
2.   ANNUITANT (IF OTHER THAN OWNER)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth  Relation
                                                            to Owner
- ---------------------------------------------------------------------------
3.   PLAN
- ---------------------------------------------------------------------------
  (a) / / DVA PLUS  (b) / / PREMIUM PLUS  (c) / / ES II  (d) / / ACCESS
  (e) / / VALUE     (f) / / Other _________________
- ---------------------------------------------------------------------------
4.   DEATH BENEFIT OPTIONS
- ---------------------------------------------------------------------------
  (a) / / 7% Solution -- Enhanced #1  (b) / / Annual Ratchet -- Enhanced #2
    (Not available with ES II or Value) (Not available with ES II or Value)

  (c) / / Standard
- ---------------------------------------------------------------------------
5.   INITIAL PREMIUM AND ALLOCATION INFORMATION
- ---------------------------------------------------------------------------
     (A)  INITIAL PREMIUM PAID $__________ MAKE CHECK PAYABLE TO GOLDEN
          AMERICAN LIFE INSURANCE COMPANY
          Fill in percentages for premium allocation below (see (A) INITIAL)
     (B)  DOLLAR COST AVERAGING (DCA): Optional. Please check box to elect.
          / /
          Amount to be transferred monthly $_________
          Division or Allocation Transferred From:
          / / Limited Maturity Bond Division   / / Liquid Asset Division
          / / 1-Year Fixed Allocation
          Divisions Transferred To:    Fill in percentages of DCA
                                        (see (B) DCA)

<TABLE>
<CAPTION>

     ACCOUNT DIVISION                  INVESTMENT ADVISER                 (A) INITIAL   (B) DCA
<S>                                <C>                                    <C>           <C>

RESEARCH                           MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
MID-CAP GROWTH                     MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
TOTAL RETURN                       MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
SMALL CAP                          FRED ALGER MANAGEMENT, INC.                      %          %
GROWTH & INCOME                    ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
VALUE + GROWTH                     ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
ALL-GROWTH                         PILGRIM, BAXTER & ASSOCIATES, LTD.               %          %
FULLY MANAGED                      T. ROWE PRICE ASSOCIATES INC.                    %          %
STRATEGIC EQUITY                   ZWEIG ADVISORS, INC.                             %          %
MULTIPLE ALLOCATION                ZWEIG ADVISORS, INC.                             %          %
RISING DIVIDENDS                   KAYNE, ANDERSON INVESTMENT
                                   MANAGEMENT, L.P.                                 %          %
CAPITAL APPRECIATION               INVESCO (NY), INC.                               %          %
VALUE EQUITY                       EAGLE ASSET MANAGEMENT, INC.                     %          %
INTERNATIONAL EQUITY /1/           WARBURG PINCUS ASSET MANAGEMENT, INC.            %          %
MANAGED GLOBAL /2/                 PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
EMERGING MARKETS /2/               PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
HARD ASSETS                        VAN ECK ASSOCIATES CORPORATION                   %          %
REAL ESTATE                        EII REALTY SECURITIES, INC.                      %          %
GLOBAL FIXED INCOME                BARING INTERNATIONAL INVESTMENT LIMITED          %          %
LIMITED MATURITY BOND              ING INVESTMENT MANAGEMENT, LLC                   %          %
LIQUID ASSET                       ING INVESTMENT MANAGEMENT, LLC                   %          %
DEVELOPING WORLD                   MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
GROWTH OPPORTUNITIES               MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
HIGH YIELD BOND                    PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %
STOCKSPLUS GROWTH AND INCOME       PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %

FIXED ALLOCATION ELECTION          / / 1-YEAR  / / 3-YEAR  / / 5-YEAR
                                   / / 7-YEAR / / 10-YEAR                           %          %
FIXED ALLOCATION ELECTION          / / ____________YEAR                             %          %

                                        TOTAL                                    100%       100%
</TABLE>

/1/ Not available with DVA PLUS or ACCESS  /2/ Available only with DVA
PLUS and ACCESS


GA-AA-1034-6/97                                                       1/1/1999
<PAGE>
<PAGE>

- ---------------------------------------------------------------------------
6.   BENEFICIARY(IES) (IF MORE THAN ONE - INDICATE %)
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Contingent                                Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
7.   OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS
- ---------------------------------------------------------------------------
     If you want to receive Systematic Partial Withdrawals, your request
     must be received in writing. For the appropriate form, please call our
     Customer Service Center: 1-800-366-0066.
- ---------------------------------------------------------------------------
8.   TELEPHONE REALLOCATION AUTHORIZATION ________________ Owner's Initials
- ---------------------------------------------------------------------------
     I authorize Golden American to act upon reallocation instructions
     given by telephone from _______________ (name of your registered
     representative) upon furnishing his/her social security nmber.
     Neither Golden American nor any person authorized by Golden American
     will be responsible for any claim, loss, lianility or expense in
     connection with reallocation instructions received by telephone from
     such person if Golden American or such other person acted on such
     telephone instructions in good faith in reliance upon this
     authorization. Golden American will continue to act upon this
     authorization until such time has passed as the person indicated above
     is no longer affiliated with the broker/dealer under which my contract
     was purchased or until such time that I notify Golden American
     otherwise in writing.
- ---------------------------------------------------------------------------
9.   TAX-QUALIFIED PLANS  If you are funding a qualified plan, please
          specify type.
- ---------------------------------------------------------------------------
     / / IRA     / / IRA Rollover     / / SEP/IRA      / / Roth IRA
     / / Other  ________________________
- ---------------------------------------------------------------------------
10.   REPLACEMENT
- ---------------------------------------------------------------------------
     Will the coverage applied for replace any existing annuity or life
     insurance coverage?

     / / Yes (If yes, please complete following)      / / No
- ---------------------------------------------------------------------------
Company Name                             Policy Number       Face Amount


- ---------------------------------------------------------------------------
11.  READ THE FOLLOWING STATEMENTS CAREFULLY AND SIGN BELOW:
- ---------------------------------------------------------------------------

     - BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. I AGREE
     THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL STATEMENTS AND
     ANSWERS IN THIS APPLICATION ARE COMPLETE AND TRUE AND MAY BE RELIED
     UPON IN DETERMINING WHETHER TO ISSUE THE CONTRACT. MY ANSWERS WILL FORM
     A PART OF ANY CONTRACT TO BE ISSUED, AND ONLY THE OWNER AND GOLDEN
     AMERICAN HAVE THE AUTHORITY TO MODIFY THIS APPLICATION.

     - CONTRACTS AND POLICIES AND UNDERLYING SERIES SHARES OR SECURITIES
     WHICH FUND CONTRACTS AND POLICIES 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. ALSO, THEY ARE SUBJECT TO MARKET
     FLUCTUATION, INVESTMENT RISK AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

     - I UNDERSTAND THAT THIS CONTRACT'S CASH SURRENDER VALUE, WHEN BASED
     ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT DIVISION, MAY
     INCREASE OR DECREASE ON ANY DAY AND THAT NO MINIMUM VALUE IS GUARANTEED.
     THIS CONTRACT IS IN ACCORD WITH MY ANTICIPATED FINANCIAL NEEDS.

     - I UNDERSTAND THAT ANY AMOUNT ALLOCATED TO THE FIXED ALLOCATION MAY BE
     SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE
     THE VALUES TO INCREASE OR DECREASE, PRIOR TO A SPECIFIED DATE OR DATES
     AS SPECIFIED IN THE CONTRACT.


______________________________________      _____________________________
Signature of Owner                          Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Joint Owner (if applicable)    Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Annuitant (if other than       Signed at (City, State)  Date
                         owner)

Client Account No. (if applicable)_____________________
- ---------------------------------------------------------------------------
FOR AGENT USE ONLY
- ---------------------------------------------------------------------------
DO YOU HAVE REASON TO BELIEVE THAT THE COVERAGE APPLIED FOR WILL REPLACE
ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE ANNUITANT'S LIFE?
       / / YES       / / NO



__________________________   ________________________   ___________________
Agent Signature              Print Agent Name & No.     Social Security No.

__________________________________
Broker/Dealer/Branch
- ---------------------------------------------------------------------------


      Golden American Life Insurance Company, Customer Service Center,
                 PO Box 8794, Wilmington, DE 19899-8794
                            1-800-366-0066

GA-AA-1034-6/97
<PAGE>
<PAGE>

<PAGE>
<PAGE>
                                             EXHIBIT 5(b)
GOLDEN AMERICAN
LIFE INSURANCE COMPANY                           DEFERRED VARIABLE ANNUITY
                                                   ENROLLMENT FORM

Customer Service Center, PO Box 8794, WIlmington, DE 1899-8794
- ---------------------------------------------------------------------------
1. (a)  OWNER(S)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

1. (b)  JOINT OWNER
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

- ---------------------------------------------------------------------------
2.   ANNUITANT (IF OTHER THAN OWNER)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth  Relation
                                                            to Owner
- ---------------------------------------------------------------------------
3.   PLAN
- ---------------------------------------------------------------------------
  (a) / / DVA PLUS  (b) / / PREMIUM PLUS  (c) / / ES II  (d) / / ACCESS
  (e) / / VALUE     (f) / / Other _________________
- ---------------------------------------------------------------------------
4.   DEATH BENEFIT OPTIONS
- ---------------------------------------------------------------------------
  (a) / / 7% Solution -- Enhanced #1  (b) / / Annual Ratchet -- Enhanced #2
     (Not available with ES II or VALUE) (Not available with ES II or VALUE)

  (c) / / Standard
- ---------------------------------------------------------------------------
5.   INITIAL PREMIUM AND ALLOCATION INFORMATION
- ---------------------------------------------------------------------------
     (A)  INITIAL PREMIUM PAID $__________ MAKE CHECK PAYABLE TO GOLDEN
          AMERICAN LIFE INSURANCE COMPANY
          Fill in percentages for premium allocation below (see (A) INITIAL)
     (B)  DOLLAR COST AVERAGING (DCA): Optional. Please check box to elect.
          / /
          Amount to be transferred monthly $_________
          Division or Allocation Transferred From:
          / / Limited Maturity Bond Division   / / Liquid Asset Division
          / / 1-Year Fixed Allocation
          Divisions Transferred To:    Fill in percentages of DCA
                                        (see (B) DCA)

<TABLE>
<CAPTION>

     ACCOUNT DIVISION                  INVESTMENT ADVISER                 (A) INITIAL   (B) DCA
<S>                                <C>                                    <C>           <C>

RESEARCH                           MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
MID-CAP GROWTH                     MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
TOTAL RETURN                       MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
SMALL CAP                          FRED ALGER MANAGEMENT, INC.                      %          %
GROWTH & INCOME                    ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
VALUE + GROWTH                     ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
ALL-GROWTH                         PILGRIM, BAXTER & ASSOCIATES, LTD.               %          %
FULLY MANAGED                      T. ROWE PRICE ASSOCIATES INC.                    %          %
STRATEGIC EQUITY                   ZWEIG ADVISORS, INC.                             %          %
MULTIPLE ALLOCATION                ZWEIG ADVISORS, INC.                             %          %
RISING DIVIDENDS                   KAYNE, ANDERSON INVESTMENT
                                   MANAGEMENT, L.P.                                 %          %
CAPITAL APPRECIATION               INVESCO (NY), INC.                               %          %
VALUE EQUITY                       EAGLE ASSET MANAGEMENT, INC.                     %          %
INTERNATIONAL EQUITY /1/           WARBURG PINCUS ASSET MANAGEMENT, INC.            %          %
MANAGED GLOBAL /2/                 PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
EMERGING MARKETS /2/               PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
HARD ASSETS                        VAN ECK ASSOCIATES CORPORATION                   %          %
REAL ESTATE                        EII REALTY SECURITIES, INC.                      %          %
GLOBAL FIXED INCOME                BARING INTERNATIONAL INVESTMENT LIMITED          %          %
LIMITED MATURITY BOND              ING INVESTMENT MANAGEMENT, LLC                   %          %
LIQUID ASSET                       ING INVESTMENT MANAGEMENT, LLC                   %          %
DEVELOPING WORLD                   MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
GROWTH OPPORTUNITIES               MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
HIGH YIELD BOND                    PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %
STOCKSPLUS GROWTH AND INCOME       PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %

FIXED ALLOCATION ELECTION          / / 1-YEAR  / / 3-YEAR  / / 5-YEAR
                                   / / 7-YEAR  / / 10-YEAR                          %          %
FIXED ALLOCATION ELECTION          / / ____________YEAR                             %          %

                                        TOTAL                                    100%       100%
</TABLE>

/1/ Not available with DVA PLUS or ACCESS  /2/ Available only with DVA
PLUS and ACCESS


GA-EA-1034-6/97                                                       1/1/1999
<PAGE>
<PAGE>

- ---------------------------------------------------------------------------
6.   BENEFICIARY(IES) (IF MORE THAN ONE - INDICATE %)
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Contingent                                Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
7.   OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS
- ---------------------------------------------------------------------------
     If you want to receive Systematic Partial Withdrawals, your request
     must be received in writing. For the appropriate form, please call our
     Customer Service Center: 1-800-366-0066.
- ---------------------------------------------------------------------------
8.   TELEPHONE REALLOCATION AUTHORIZATION ________________ Owner's Initials
- ---------------------------------------------------------------------------
     I authorize Golden American to act upon reallocation instructions
     given by telephone from _______________ (name of your registered
     representative) upon furnishing his/her social security nmber.
     Neither Golden American nor any person authorized by Golden American
     will be responsible for any claim, loss, lianility or expense in
     connection with reallocation instructions received by telephone from
     such person if Golden American or such other person acted on such
     telephone instructions in good faith in reliance upon this
     authorization. Golden American will continue to act upon this
     authorization until such time has passed as the person indicated above
     is no longer affiliated with the broker/dealer under which my contract
     was purchased or until such time that I notify Golden American
     otherwise in writing.
- ---------------------------------------------------------------------------
9.   TAX-QUALIFIED PLANS  If you are funding a qualified plan, please
          specify type.
- ---------------------------------------------------------------------------
     / / IRA     / / IRA Rollover     / / SEP/IRA   / / Roth IRA
     / / Other  ________________________
- ---------------------------------------------------------------------------
10.   REPLACEMENT
- ---------------------------------------------------------------------------
     Will the coverage applied for replace any existing annuity or life
     insurance coverage?

     / / Yes (If yes, please complete following)      / / No
- ---------------------------------------------------------------------------
Company Name                             Policy Number       Face Amount


- ---------------------------------------------------------------------------
11.  READ THE FOLLOWING STATEMENTS CAREFULLY AND SIGN BELOW:
- ---------------------------------------------------------------------------

     - BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. I AGREE
     THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL STATEMENTS AND
     ANSWERS IN THIS APPLICATION ARE COMPLETE AND TRUE AND MAY BE RELIED
     UPON IN DETERMINING WHETHER TO ISSUE THE CERTIFICATE. MY ANSWERS WILL
     FORM A PART OF ANY CONTRACT TO BE ISSUED, AND ONLY THE OWNER AND
     GOLDEN AMERICAN HAVE THE AUTHORITY TO MODIFY THIS APPLICATION.

     - CONTRACTS AND POLICIES AND UNDERLYING SERIES SHARES OR SECURITIES
     WHICH FUND CONTRACTS AND POLICIES 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. ALSO, THEY ARE SUBJECT TO MARKET
     FLUCTUATION, INVESTMENT RISK AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

     - I UNDERSTAND THAT THIS CERTIFICATE'S CASH SURRENDER VALUE, WHEN
     BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT DIVISION, MAY
     INCREASE OR DECREASE ON ANY DAY AND THAT NO MINIMUM VALUE IS GUARANTEED.
     THIS CERTIFICATE IS IN ACCORD WITH MY ANTICIPATED FINANCIAL NEEDS.

     - I UNDERSTAND THAT ANY AMOUNT ALLOCATED TO THE FIXED ALLOCATION MAY BE
     SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE
     THE VALUES TO INCREASE OR DECREASE, PRIOR TO A SPECIFIED DATE OR DATES
     AS SPECIFIED IN THE CERTIFICATE.


______________________________________      _____________________________
Signature of Owner                          Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Joint Owner (if applicable)    Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Annuitant (if other than       Signed at (City, State)  Date
                         owner)

Client Account No. (if applicable)_____________________
- ---------------------------------------------------------------------------
FOR AGENT USE ONLY
- ---------------------------------------------------------------------------
DO YOU HAVE REASON TO BELIEVE THAT THE COVERAGE APPLIED FOR WILL REPLACE
ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE ANNUITANT'S LIFE?
       / / YES       / / NO



__________________________   ________________________   ___________________
Agent Signature              Print Agent Name & No.     Social Security No.

__________________________________
Broker/Dealer/Branch
- ---------------------------------------------------------------------------


      Golden American Life Insurance Company, Customer Service Center,
                 PO Box 8794, Wilmington, DE 19899-8794
                            1-800-366-0066

GA-EA-1034-6/97
<PAGE>
<PAGE>

<PAGE>
<PAGE>
                                             EXHIBIT 5(c)
GOLDEN AMERICAN
LIFE INSURANCE COMPANY                           DEFERRED VARIABLE ANNUITY
                                                   APPLICATION

Customer Service Center, PO Box 8794, WIlmington, DE 1899-8794
- ---------------------------------------------------------------------------
1. (a)  OWNER(S)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

1. (b)  JOINT OWNER
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth

- ---------------------------------------------------------------------------
2.   ANNUITANT (IF OTHER THAN OWNER)
- ---------------------------------------------------------------------------
Name                     Male      Female    Soc. Sec. # or Tax ID.#
                         / /        / /
- ---------------------------------------------------------------------------
Permanent Address        Phone (   )

- ---------------------------------------------------------------------------
City                     State     Zip       Date of Birth  Relation
                                                            to Owner
- ---------------------------------------------------------------------------
3.   PLAN
- ---------------------------------------------------------------------------
  (a) / / DVA PLUS  (b) / / PREMIUM PLUS  (c) / / ES II  (d) / / ACCESS
  (e) / / VALUE     (f) / / Other _________________
- ---------------------------------------------------------------------------
4.   DEATH BENEFIT OPTIONS
- ---------------------------------------------------------------------------
  (a) / / 7% Solution -- Enhanced #1  (b) / / Annual Ratchet -- Enhanced #2
     (Not available with ES II or VALUE) (Not available with ES II or VALUE)

  (c) / / Standard
- ---------------------------------------------------------------------------
5.   INITIAL PREMIUM AND ALLOCATION INFORMATION
- ---------------------------------------------------------------------------
     (A)  INITIAL PREMIUM PAID $__________ MAKE CHECK PAYABLE TO GOLDEN
          AMERICAN LIFE INSURANCE COMPANY
          Fill in percentages for premium allocation below (see (A) INITIAL)
     (B)  DOLLAR COST AVERAGING (DCA): Optional. Please check box to elect.
          / /
          Amount to be transferred monthly $_________
          Division or Allocation Transferred From:
          / / Limited Maturity Bond Division   / / Liquid Asset Division
          / / 1-Year Fixed Allocation
          Divisions Transferred To:    Fill in percentages of DCA
                                        (see (B) DCA)

<TABLE>
<CAPTION>

     ACCOUNT DIVISION                  INVESTMENT ADVISER                 (A) INITIAL   (B) DCA
<S>                                <C>                                    <C>           <C>

RESEARCH                           MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
MID-CAP GROWTH                     MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
TOTAL RETURN                       MASSACHUSETTS FINANCIAL SERVICES                 %          %
                                      COMPANY (MFS)
SMALL CAP                          FRED ALGER MANAGEMENT, INC.                      %          %
GROWTH & INCOME                    ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
VALUE + GROWTH                     ROBERTSON, STEPHENS & COMPANY                    %          %
                                      INVESTMENT MGMT, L.P.
ALL-GROWTH                         PILGRIM, BAXTER & ASSOCIATES, LTD.               %          %
FULLY MANAGED                      T. ROWE PRICE ASSOCIATES INC.                    %          %
STRATEGIC EQUITY                   ZWEIG ADVISORS, INC.                             %          %
MULTIPLE ALLOCATION                ZWEIG ADVISORS, INC.                             %          %
RISING DIVIDENDS                   KAYNE, ANDERSON INVESTMENT
                                   MANAGEMENT, L.P.                                 %          %
CAPITAL APPRECIATION               INVESCO (NY), INC.                               %          %
VALUE EQUITY                       EAGLE ASSET MANAGEMENT, INC.                     %          %
INTERNATIONAL EQUITY /1/           WARBURG PINCUS ASSET MANAGEMENT, INC.            %          %
MANAGED GLOBAL /2/                 PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
EMERGING MARKETS /2/               PUTNAM INVESTMENT MANAGEMENT, INC.               %          %
HARD ASSETS                        VAN ECK ASSOCIATES CORPORATION                   %          %
REAL ESTATE                        EII REALTY SECURITIES, INC.                      %          %
GLOBAL FIXED INCOME                BARING INTERNATIONAL INVESTMENT LIMITED          %          %
LIMITED MATURITY BOND              ING INVESTMENT MANAGEMENT, LLC                   %          %
LIQUID ASSET                       ING INVESTMENT MANAGEMENT, LLC                   %          %
DEVELOPING WORLD                   MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
GROWTH OPPORTUNITIES               MONTGOMERY ASSET MANAGEMENT, LLC                 %          %
HIGH YIELD BOND                    PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %
STOCKSPLUS GROWTH AND INCOME       PACIFIC INVESTMENT MANAGEMENT
                                   COMPANY (PIMCO)                                  %          %

GUARANTEED INTEREST DIVISION       / / 1-YEAR  / / 3-YEAR  / / 5-YEAR
                                   / / 7-YEAR                                       %          %
GUARANTEED INTEREST DIVISION       / / ____________YEAR                             %          %

                                        TOTAL                                    100%       100%
</TABLE>

/1/ Not available with DVA PLUS or ACCESS  /2/ Available only with DVA
PLUS and ACCESS


GA-AA-1035-6/97                                                       1/1/1999
<PAGE>
<PAGE>

- ---------------------------------------------------------------------------
6.   BENEFICIARY(IES) (IF MORE THAN ONE - INDICATE %)
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Primary                                   Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
Contingent                                Relationship
Name:                                     to Owner
- ---------------------------------------------------------------------------
7.   OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS
- ---------------------------------------------------------------------------
     If you want to receive Systematic Partial Withdrawals, your request
     must be received in writing. For the appropriate form, please call our
     Customer Service Center: 1-800-366-0066.
- ---------------------------------------------------------------------------
8.   TELEPHONE REALLOCATION AUTHORIZATION ________________ Owner's Initials
- ---------------------------------------------------------------------------
     I authorize Golden American to act upon reallocation instructions
     given by telephone from _______________ (name of your registered
     representative) upon furnishing his/her social security nmber.
     Neither Golden American nor any person authorized by Golden American
     will be responsible for any claim, loss, lianility or expense in
     connection with reallocation instructions received by telephone from
     such person if Golden American or such other person acted on such
     telephone instructions in good faith in reliance upon this
     authorization. Golden American will continue to act upon this
     authorization until such time has passed as the person indicated above
     is no longer affiliated with the broker/dealer under which my contract
     was purchased or until such time that I notify Golden American
     otherwise in writing.
- ---------------------------------------------------------------------------
9.   TAX-QUALIFIED PLANS  If you are funding a qualified plan, please
          specify type.
- ---------------------------------------------------------------------------
     / / IRA     / / IRA Rollover     / / SEP/IRA   / / Roth IRA
     / / Other  ________________________
- ---------------------------------------------------------------------------
10.   REPLACEMENT
- ---------------------------------------------------------------------------
     Will the coverage applied for replace any existing annuity or life
     insurance coverage?

     / / Yes (If yes, please complete following)      / / No
- ---------------------------------------------------------------------------
Company Name                             Policy Number       Face Amount


- ---------------------------------------------------------------------------
11.  READ THE FOLLOWING STATEMENTS CAREFULLY AND SIGN BELOW:
- ---------------------------------------------------------------------------

     - BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. I AGREE
     THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL STATEMENTS AND
     ANSWERS IN THIS APPLICATION ARE COMPLETE AND TRUE AND MAY BE RELIED
     UPON IN DETERMINING WHETHER TO ISSUE THE CONTRACT. MY ANSWERS WILL FORM
     A PART OF ANY CONTRACT TO BE ISSUED, AND ONLY THE OWNER AND GOLDEN
     AMERICAN HAVE THE AUTHORITY TO MODIFY THIS APPLICATION.

     - CONTRACTS AND POLICIES AND UNDERLYING SERIES SHARES OR SECURITIES
     WHICH FUND CONTRACTS AND POLICIES 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. ALSO, THEY ARE SUBJECT TO MARKET
     FLUCTUATION, INVESTMENT RISK AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

     - I UNDERSTAND THAT THIS CONTRACT'S CASH SURRENDER VALUE, WHEN BASED
     ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT DIVISION, MAY
     INCREASE OR DECREASE ON ANY DAY AND THAT NO MINIMUM VALUE IS GUARANTEED.
     THIS CONTRACT IS IN ACCORD WITH MY ANTICIPATED FINANCIAL NEEDS.

     - I UNDERSTAND THAT ANY AMOUNT ALLOCATED TO THE FIXED ALLOCATION MAY BE
     SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE
     THE VALUES TO INCREASE OR DECREASE, PRIOR TO A SPECIFIED DATE OR DATES
     AS SPECIFIED IN THE CONTRACT.


______________________________________      _____________________________
Signature of Owner                          Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Joint Owner (if applicable)    Signed at (City, State)  Date

______________________________________      _____________________________
Signature of Annuitant (if other than       Signed at (City, State)  Date
                         owner)

Client Account No. (if applicable)_____________________
- ---------------------------------------------------------------------------
FOR AGENT USE ONLY
- ---------------------------------------------------------------------------
DO YOU HAVE REASON TO BELIEVE THAT THE COVERAGE APPLIED FOR WILL REPLACE
ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE ANNUITANT'S LIFE?
       / / YES       / / NO



__________________________   ________________________   ___________________
Agent Signature              Print Agent Name & No.     Social Security No.

__________________________________
Broker/Dealer/Branch
- ---------------------------------------------------------------------------


      Golden American Life Insurance Company, Customer Service Center,
                 PO Box 8794, Wilmington, DE 19899-8794
                            1-800-366-0066

GA-AA-1035-6/97

<PAGE>
<PAGE>

<PAGE>
<PAGE>
                                             EXHIBIT 9
GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street, Suite 400, Wilmington, DE 19801


February 5, 1999

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


Ms. Neppl and Gentlemen:

In my capacity as Executive Vice President and Secretary of
Golden American Life Insurance Company ("Golden American"),
I have examined the form of Registration Statement on Form N-4
to be filed by you with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of an indefinite number of units of interest
in Separate B of Golden American (the "Account").  I am familiar
with the proceedings taken and propesed to be taken in connection
with the authorization, issuance and sale of the units.

Based upon my examination and upon my knowledge of the corporate
activities relating to the Account, it is my opinion that:

     (1)  The Company was organized in accordance with the
          laws of the State of Delaware and is a duly authorized
          stock life insurance company under the laws of Delaware and
          the laws of those states in which the Company is admitted
          to do business;

     (2)  The Account is a validly established separate investment
          account of the Company;

     (3)  The portion of the assets to be held in the Account equals
          the reserve and other liabilities for variable benefits
          under variable annuity contracts to be issued by the Account.
          Such assets are not chargeale with liabilities arising out of
          an other business Golden American conducts;

     (4)  The units and the variable annuity contracts will, when
          issued and sold in the manner described in the Registration
          Statement, be legal and binding obligations of Golden American
          and will be legall and validly issued, fully paid, and
          non assessable.


I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the
reference to my name under the caption "Legal Matters" in the
prospectus contained in said registration statement.  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, General Counsel
     and Secretary



<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 10(a)
SUTHERLAND ASBILL & BRENNAN LLP
1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20004-2404


                                February 4, 1999


VIA EDGAR
- ---------


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 Prospectus filed as part of Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-4 for the Separate Account B
(File No. 333-66757, 811-5626). 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 LLP




                                   By: /s/ Stephen R. Roth
                                       ------------------
                                       Stephen R. Roth



<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 10(b)

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


We consent to the reference to our firm under the captions
"Independent Auditors" and "Experts", and to the use of our
reports dated February 12, 1998, with respect to the financial
statements of Golden American Life Insurance Company, and February
12, 1998, with respect to the financial statements of Separate
Account B, included in Pre-Effective Amendment No. 2 to the
Registration Statement (Form N-4 No. 333-66757) and related
Prospectus of Separate Account B.

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


                                               /s/ Ernst & Young LLP


Des Moines, Iowa
February 3, 1999
<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 10(c)
GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street, Suite 400, Wilmington, DE 19801


February 5, 1999

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


Ladies and Gentlemen:

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

Sincerely,

/s/ Myles R. Tashman
Myles R. Tashman
Executive Vice President, General Counsel
     and Secretary
<PAGE>
<PAGE>



<PAGE>
<PAGE>
                                             EXHIBIT 15
GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street, Suite 400, Wilmington, DE  19801
                                             Phone: (302) 576-3400
                                             Fax:   (302) 576-3520


                        POWER OF ATTORNEY

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

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

/s/ Frederick S. Hubbell    Director and Chairman         April 27, 1998
- -----------------------                                   --------------------
Frederick S. Hubbell


/s/ Barnett Chernow         Director and President        April 27, 1998
- -----------------------                                   --------------------
Barnett Chernow


/s/ Myles R. Tashman        Director, Executive Vice      April 27, 1998
- -----------------------     President, General            --------------------
Myles R. Tashman            Counsel and Secretary


/s/ Paul E. Larson          Director                      April 27, 1998
- -----------------------                                   --------------------
Paul E. Larson


/s/ Beth B. Neppl           Director                      November 6, 1998
- -----------------------                                   --------------------


/s/ E. Robert Koster        Senior Vice President         November 20, 1998
- -----------------------     and Chief Financial Officer   --------------------
E. Robert Koster




<PAGE>
<PAGE>


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